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, 2004
[ ] 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, 2004, 4,583,348 shares of the issuer's common stock were
outstanding.
BOWLIN TRAVEL CENTERS, INC.
INDEX
PAGE NO
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets as of July 31, 2004
and January 31, 2004............................................ 2
Condensed Statements of Income for the Three Months and Six
Months Ended July 31, 2004 and 2003............................. 3
Condensed Statements of Cash Flows for the Three Months and
Six Months Ended July 31, 2004 and 2003......................... 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......................................... 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................... 10
Item 2. Unregistered Sales of Equity 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...................................................... 11
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,
2004 2004
(Unaudited)
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents $ 1,978 $ 2,240
Accounts receivable 44 70
Accounts receivable, related parties 40 37
Inventories 3,434 3,252
Prepaid expenses 462 513
Notes receivable, current maturities 179 19
----------- -----------
Total current assets 6,137 6,131
Property and equipment, net 11,628 10,431
Intangible assets, net 202 204
Interest receivable 8 22
Investment in real estate 475 475
Notes receivable -- 193
----------- -----------
Total assets $ 18,450 $ 17,456
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,594 $ 1,109
Current installments of long-term debt 969 786
Accrued liabilities 508 411
Deferred revenue 5 34
----------- -----------
Total current liabilities 3,076 2,340
Deferred income taxes 888 793
Deferred revenue, long term 165 --
Long-term debt, less current installments 3,005 3,369
----------- -----------
Total liabilities 7,134 6,502
----------- -----------
Stockholders' equity:
Preferred stock, $0.001 par value; 1,000,000
shares authorized, none issued or outstanding
at July 31, 2004 and January 31, 2004 -- --
Common stock, $.001 par value; 10,000,000
shares authorized, 4,583,348 issued and
outstanding at July 31, 2004 and January 31,
2004 5 5
Additional paid in capital 9,775 9,775
Retained earnings 1,536 1,174
----------- -----------
Total stockholders' equity 11,316 10,954
----------- -----------
Total liabilities and stockholders' equity $ 18,450 $ 17,456
=========== ===========
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,
2004 2003 2004 2003
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
----------- ----------- ----------- -----------
Gross sales $ 7,163 $ 6,374 $ 12,730 $ 11,611
Less discounts on sales 142 140 260 232
----------- ----------- ----------- -----------
Net sales 7,021 6,234 12,470 11,379
Cost of goods sold 4,453 3,803 8,000 7,198
----------- ----------- ----------- -----------
Gross profit 2,568 2,431 4,470 4,181
General and administrative expenses (1,823) (1,740) (3,515) (3,245)
Depreciation and amortization (177) (164) (349) (338)
----------- ----------- ----------- -----------
Operating income 568 527 606 598
Non-operating income (expense):
Interest income 10 32 24 51
Gain on sale of property and
equipment 4 11 4 31
Interest expense (43) (46) (89) (94)
Miscellaneous income -- -- -- 1
Rental income 23 23 44 45
----------- ----------- ----------- -----------
Total non-operating income
(expense) (6) 20 (17) 34
----------- ----------- ----------- -----------
Income before income taxes 562 547 589 632
Income tax expense 214 209 227 244
----------- ----------- ----------- -----------
Net income $ 348 $ 338 $ 362 $ 388
=========== =========== =========== ===========
Earnings per share:
Basic and diluted $ 0.08 $ 0.07 $ 0.08 $ 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,
2004 2003
(Unaudited) (Unaudited)
----------- -----------
Cash flows from operating activities:
Net income $ 362 $ 388
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 349 338
Amortization of loan fee -- 12
Gain on sale of property and equipment (4) (31)
Deferred income taxes 95 3
Changes in operating assets and liabilities, net 610 458
----------- -----------
Net cash provided by operating activities 1,412 1,168
----------- -----------
Cash flows from investing activities:
Proceeds from sale of assets -- 56
Purchases of property and equipment, net (1,540) (1,035)
Accrued interest receivable 14 8
Investment in bond -- (1,000)
Investment in real estate -- (42)
Mortgages receivable, net -- 149
Notes receivable, net 33 22
----------- -----------
Net cash used in investing activities (1,493) (1,842)
----------- -----------
Cash flows from financing activities:
Payments on long-term debt (702) (321)
Proceeds from borrowings 521 --
----------- -----------
Net cash used in financing activities (181) (321)
----------- -----------
Net decrease in cash and cash equivalents (262) (995)
Cash and cash equivalents at beginning of period 2,240 2,416
----------- -----------
Cash and cash equivalents at end of period $ 1,978 $ 1,421
=========== ===========
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,
2004 and 2003 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, 2004. Results of operations for interim
periods are not necessarily indicative of results that may be expected for
the year as a whole.
2. On March 24, 2004, the Company disposed of land and building located in Las
Cruces, New Mexico to a third party. The assets had a carrying book value
of approximately $268,000. The Company exchanged the assets for land and
building adjacent to the Company's warehouse facility located in Las
Cruces, New Mexico. The fair value of assets received and the carrying
value of the assets exchanged by the Company was approximately equal.
Therefore, no gain or loss was recorded on the transaction.
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, 2004 and
2003. 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, 2004.
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
------------------ ------------------
2004 2003 2004 2003
-------- -------- -------- --------
SELECTED STATEMENT OF OPERATIONS DATA:
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Gross sales $ 7,163 $ 6,374 $ 12,730 $ 11,611
======== ======== ======== ========
Net income $ 348 $ 338 $ 362 $ 388
======== ======== ======== ========
Earnings per share $ 0.08 $ 0.07 $ 0.08 $ 0.09
======== ======== ======== ========
COMPARISON OF THE THREE MONTHS ENDED JULY 31, 2004 AND JULY 31, 2003
Gross sales at the Company's travel centers increased by 12.4% to $7.163 million
for the three months ended July 31, 2004, from $6.374 million for the three
months ended July 31, 2003. Merchandise sales increased 3.5% to $3.144 million
for the three months ended July 31, 2004, from $3.038 million for the three
months ended July 31, 2003. The increase is due to sales incentives as well as
additional supervisory support dedicated to the stores. Gasoline sales increased
25.6% to $2.798 million for the three months ended July 31, 2004, from $2.227
million for the same period in 2003. The increase is primarily due to market
price increases. Restaurant sales increased 6.8% to $741,000 for the three
months ended July 31, 2004, from $694,000 for the three months ended July 31,
2003. 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 increased 15.7% to $480,000 for the three months
ended July 31, 2004, from $415,000 for the three months ended July 31, 2003. The
increase is primarily due to market prices increases.
Cost of goods sold increased 17.1% to $4.453 million for the three months ended
July 31, 2004, from $3.803 million for the three months ended July 31, 2003.
Merchandise cost of goods decreased 0.7% to $1.263 million for the three months
ended July 31, 2004 from $1.272 million for the month ended July 31, 2003. The
decrease is primarily due to improved volume purchase pricing as well as
maintaining mark-ups. Gasoline cost of goods increased 29.8% to $2.507 million
for the three months ended July 31, 2004, from $1.931 million for the three
months ended July 31, 2003. The increase corresponds to market price increases
as well as price incentives given to reestablish traffic at one location after
completion of a major highway construction project. Restaurant cost of goods
increased 9.6% to $217,000 for the three months ended July 31, 2004, from
$198,000 for the three months ended July 31, 2003. The increase corresponds to
the increase in sales as well as an increase in prices. Wholesale gasoline cost
of goods increased 15.9% to $466,000 for the three months ended July 31, 2004,
from $402,000 for the three months ended July 31, 2003. The increase corresponds
to the increase in wholesale gasoline sales, which is primarily the result of
market price increases. Cost of goods sold as a percentage of gross revenues
increased to 62.2% for the three months ended July 31, 2004, as compared to
59.7% for the three months ended July 31, 2003.
Gross profit increased 5.6% to $2.568 million for the three months ended July
31, 2004, from $2.431 million for the three months ended July 31, 2003. 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 4.8% to $1.823 million for the
three months ended July 31, 2004, from $1.740 million for the three months ended
July 31, 2003. The increase is due to continuing bonuses and commissions for
travel center personnel related to sales incentive programs as well as continued
sign repair and maintenance.
Depreciation and amortization expense increased 7.9% to $177,000 for the three
months ended July 31, 2004, from $164,000 for the three months ended July 31,
2003. The increase is associated with certain assets related to capital
expenditures.
The above factors contributed to an overall increase in operating income of 7.8%
to $568,000 for the three months ended July 31, 2004, compared to operating
income of $527,000 for the three months ended July 31, 2003.
Non-operating income (expense) includes interest income, gains and/or losses
from the sale of assets, rental income and interest expense. Interest income
decreased 68.8% to $10,000 for the three months ended July 31, 2004, from
$32,000 for the three months ended July 31, 2003. The decrease is primarily due
to bond interest and mortgages receivable interest earned in the prior period
not present in current period as well as lower cash balances in the current
period. Gain on the sale of property and equipment for the three months ended
July 31, 2004 was $4,000 compared to a gain of $11,000 for the three months
ended July 31, 2003. Rental income was $23,000 for both the three months ended
July 31, 2004 and the three months ended July 31, 2003. Interest expense
decreased 6.5% to $43,000 for the three months ended July 31, 2004, from $46,000
for the three months ended July 31, 2003. The decrease is primarily due to lower
debt balances.
Income before income taxes increased 2.7% to $562,000 for the three months ended
July 31, 2004, compared to income before income taxes of $547,000 for the three
months ended July 31, 2003. As a percentage of gross revenues, income before
income taxes was 7.8% for the three months ended July 31, 2004, compared to 8.6%
for the three months ended July 31, 2003.
Income tax expense increased 2.4% to $214,000 for the three months ended July
31, 2004, compared to an income tax expense of $209,000 for the three months
ended July 31, 2003. The increase is a result of higher income before income
taxes.
The foregoing factors contributed to net income for the three months ended July
31, 2004 of $348,000 compared to a net income of $338,000 for the three months
ended July 31, 2003.
COMPARISON OF THE SIX MONTHS ENDED JULY 31, 2004 AND JULY 31, 2003
Gross sales at the Company's travel centers increased by 9.6% to $12.730 million
for the six months ended July 31, 2004, from $11.611 million for the six months
ended July 31, 2003. Merchandise sales increased 5.6% to $5.364 million for the
six months ended July 31, 2004, from $5.079 million for the six months ended
July 31, 2003. The increase is due to sales incentives as well as additional
supervisory support dedicated to the stores. Gasoline sales increased 15.8% to
$5.203 million for the six months ended July 31, 2004, from $4.495 million for
the same period in 2003. The increase is primarily due to market price
increases. Restaurant sales increased 7.2% to $1.317 million for the six months
ended July 31, 2004, from $1.229 million for the six months ended July 31, 2003.
The increase is due to continuing sales incentive programs as well as additional
7
BOWLIN TRAVEL CENTERS, INC.
supervisory support dedicated to the restaurants. Wholesale gasoline sales to
independent retailers increased 4.7% to $846,000 for the six months ended July
31, 2004, from $808,000 for the six months ended July 31, 2003. The increase is
primarily due to market price increases.
Cost of goods sold increased 11.1% to $8.000 million for the six months ended
July 31, 2004, from $7.198 million for the six months ended July 31, 2003.
Merchandise cost of goods increased 1.5% to $2.151 million for the six months
ended July 31, 2004 from $2.119 million for the month ended July 31, 2003. The
increase corresponds to the increase is sales and is partially offset due to
improved volume purchase pricing as well as maintaining mark-ups. Gasoline cost
of goods increased 17.6% to $4.639 million for the six months ended July 31,
2004, from $3.945 million for the six months ended July 31, 2003. The increase
corresponds to market price increases as well as price incentives given to
reestablish traffic at one location after completion of a major highway
construction project. Restaurant cost of goods increased 11.5% to $388,000 for
the six months ended July 31, 2004, from $348,000 for the six months ended July
31, 2003. The increase corresponds to the increase in sales as well as an
increase in prices. Wholesale gasoline cost of goods increased 4.6% to $822,000
for the six months ended July 31, 2004, from $786,000 for the six months ended
July 31, 2003. The increase corresponds to the increase in wholesale gasoline
sales, which is primarily the result of market price increases. Cost of goods
sold as a percentage of gross revenues improved for the six months ended July
31, 2004 to 62.8%, as compared to 62.0% for the six months ended July 31, 2003.
Gross profit increased 6.9% to $4.470 million for the six months ended July 31,
2004, from $4.181 million for the six months ended July 31, 2003. The increase
is primarily attributable to continued improvement of management of costs 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 8.3% to $3.515 million for the six
months ended July 31, 2004, from $3.245 million for the six months ended July
31, 2003. The increase is due to continuing bonuses and commissions for travel
center personnel related to sales incentive programs and continued sign repair
and maintenance.
Depreciation and amortization expense increased 3.3% to $349,000 for the six
months ended July 31, 2004, from $338,000 for the six months ended July 31,
2003. The increase is associated with certain assets related to capital
expenditures.
The above factors contributed to an overall increase in operating income of 1.3%
to $606,000 for the six months ended July 31, 2004, compared to operating income
of $598,000 for the six months ended July 31, 2003.
Non-operating income (expense) includes interest income, gains and/or losses
from the sale of assets, rental income and interest expense. Interest income
decreased 52.9% to $24,000 for the six months ended July 31, 2004, from $51,000
for the six months ended July 31, 2003. The decrease is primarily due to bond
interest and mortgages receivable interest earned in the prior period not
present in current period as well as lower cash balances in the current period.
Gain on the sale of property and equipment for the six months ended July 31,
2004 was $4,000 compared to a gain of $31,000 for the six months ended July 31,
2003. Rental income was $44,000 for the six months ended July 31, 2004 compared
to rental income of $45,000 for the six months ended July 31, 2003. Interest
expense decreased 5.3% to $89,000 for the six months ended July 31, 2004, from
$94,000 for the six months ended July 31, 2003. The decrease is primarily due
lower debt balances.
8
BOWLIN TRAVEL CENTERS, INC.
Income before income taxes decreased 6.8% to $589,000 for the six months ended
July 31, 2004, compared to income before income taxes of $632,000 for the six
months ended July 31, 2003. As a percentage of gross revenues, income before
income taxes was 4.6% for the six months ended July 31, 2004, compared to 5.4%
for the six months ended July 31, 2003.
Income tax expense decreased 7.0% to $227,000 for the six months ended July 31,
2004, compared to an income tax expense of $244,000 for the six months ended
July 31, 2003. The decrease is a result of lower income before income taxes.
The foregoing factors contributed to net income for the six months ended July
31, 2004 of $362,000 compared to a net income of $388,000 for the six months
ended July 31, 2003.
LIQUIDITY AND CAPITAL RESOURCES
At July 31, 2004, the Company had working capital of $3.061 million and a
current ratio of 2.0:1, compared to working capital of $3.791 million and a
current ratio of 2.6:1 as of January 31, 2004. Net cash provided by operating
activities was $1.412 million for the six months ended July 31, 2004, compared
to $1.168 million for the six months ended July 31, 2003. Net cash provided by
operating activities for the six months ended July 31, 2004 is primarily
attributable to net income adjusted for depreciation and amortization expense,
changes in operating assets and liabilities and deferred income taxes. 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 other operating assets and liabilities partially offset
by gains on the sale of property and equipment.
Net cash used in investing activities for the six months ended July 31, 2004 was
$1.493 million primarily consisting of $1.540 million, which was used for
purchases of property and equipment partially offset by notes receivable of
$33,000. For the six months ended July 31, 2003, net cash used in investing
activities 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 property and equipment.
Net cash used in financing activities for the six months ended July 31, 2004 was
$181,000 which consisted of payments on long-term debt of $702,000 partially
offset by borrowing of $521,000. For the six months ended July 31, 2003, net
cash used in financing activities was $321,000, 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.
9
BOWLIN TRAVEL CENTERS, INC.
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.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None.
Item 3. Defaults Upon Senior Securities. The Company was out of compliance
with one of its loan covenants with its primary lender based on
quarter ended April 30, 2004 calculations. The violation was
determined to be the result of the Company's acceleration of principle
payments beyond the amortization requirement, which in turn
accelerated the current portion of long term debt. The lender has
elected not to enforce any of its rights in this event and has
re-amortized the loans per provisions allowed in the loan documents.
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Information. None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
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.
10
BOWLIN TRAVEL CENTERS, INC.
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.
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.
Dated: September 10, 2004
/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
11