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 October 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 December 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 October 31, 2004
and January 31, 2004........................................... 2
Condensed Statements of Income for the Three Months and Nine
Months Ended October 31, 2004 and 2003......................... 3
Condensed Statements of Cash Flows for the Nine Months Ended
October 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)
October 31, January 31,
2004 2004
(Unaudited)
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents $ 2,161 $ 2,240
Accounts receivable 47 70
Accounts receivable, related parties 35 37
Inventories 3,208 3,252
Prepaid expenses 321 513
Notes receivable, current maturities 169 19
----------- -----------
Total current assets 5,941 6,131
Property and equipment, net 12,321 10,431
Intangible assets, net 226 204
Interest receivable 14 22
Investment in real estate 475 475
Notes receivable -- 193
----------- -----------
Total assets $ 18,977 $ 17,456
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,127 $ 1,109
Current installments of long-term debt 602 786
Short-term borrowing 210 --
Accrued liabilities 446 411
Deferred revenue 44 34
----------- -----------
Total current liabilities 2,429 2,340
Deferred income taxes 794 793
Deferred revenue, long term 165 --
Long-term debt, less current installments 4,251 3,369
----------- -----------
Total liabilities 7,639 6,502
----------- -----------
Stockholders' equity:
Preferred stock, $0.001 par value; 1,000,000
shares authorized, none issued or outstanding
at October 31, 2004 and January 31, 2004 -- --
Common stock, $.001 par value;
10,000,000 shares authorized, 4,583,348
issued and outstanding at October 31, 2004
and January 31, 2004 5 5
Additional paid in capital 9,775 9,775
Retained earnings 1,558 1,174
----------- -----------
Total stockholders' equity 11,338 10,954
----------- -----------
Total liabilities and stockholders' equity $ 18,977 $ 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 Nine Months Ended
-------------------------- --------------------------
October 31, October 31, October 31, October 31,
2004 2003 2004 2003
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
----------- ----------- ----------- -----------
Gross sales $ 5,759 $ 5,299 $ 18,489 $ 16,910
Less discounts on sales 116 117 376 349
----------- ----------- ----------- -----------
Net sales 5,643 5,182 18,113 16,561
Cost of goods sold 3,716 3,384 11,716 10,583
----------- ----------- ----------- -----------
Gross profit 1,927 1,798 6,397 5,978
General and administrative expenses (1,693) (1,587) (5,209) (4,831)
Depreciation and amortization (175) (177) (524) (515)
----------- ----------- ----------- -----------
Operating income 59 34 664 632
Non-operating income (expense):
Interest income 10 29 33 80
Gain on sale of property and equipment 1 2 5 34
Interest expense (49) (46) (138) (141)
Miscellaneous income -- -- -- 1
Rental income 21 21 66 66
----------- ----------- ----------- -----------
Total non-operating income (expense) (17) 6 (34) 40
----------- ----------- ----------- -----------
Income before income taxes 42 40 630 672
Income tax expense 19 16 246 260
----------- ----------- ----------- -----------
Net income $ 23 $ 24 $ 384 $ 412
=========== =========== =========== ===========
Earnings per share:
Basic and diluted $ 0.005 $ 0.005 $ 0.084 $ 0.090
=========== =========== =========== ===========
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 Nine Months Ended
---------------------------
October 31, October 31,
2004 2003
(Unaudited) (Unaudited)
----------- -----------
Cash flows from operating activities:
Net income $ 384 $ 412
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 524 515
Amortization of loan fee 21 18
Gain on sale of property and equipment (5) (34)
Deferred income taxes 1 (19)
Changes in operating assets and liabilities, net 489 417
----------- -----------
Net cash provided by operating activities 1,414 1,309
----------- -----------
Cash flows from investing activities:
Proceeds from sale of assets 2 214
Purchases of property and equipment, net (2,407) (1,686)
Accrued interest receivable 8 (6)
Investment in bond -- (1,000)
Investment in real estate -- (47)
Mortgages receivable, net -- 309
Notes receivable, net 43 22
----------- -----------
Net cash used in investing activities (2,354) (2,194)
----------- -----------
Cash flows from financing activities:
Payments on long-term debt (848) (484)
Payments for debt issuance costs (47) --
Proceeds from borrowings 1,546 225
Short-term borrowings 210 --
----------- -----------
Net cash provided by (used in) financing activities 861 (259)
----------- -----------
Net decrease in cash and cash equivalents (79) (1,144)
Cash and cash equivalents at beginning of period 2,240 2,416
----------- -----------
Cash and cash equivalents at end of period $ 2,161 $ 1,272
=========== ===========
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 nine months ended October 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 October 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 nine months ended October 31
(unaudited and amounts in thousands):
Three Months Ended Nine Months Ended
------------------ -------------------
2004 2003 2004 2003
------- ------- -------- -------
SELECTED STATEMENT OF OPERATIONS DATA:
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Gross sales $ 5,759 $ 5,299 $ 18,489 $16,910
======= ======= ======== =======
Net income $ 23 $ 24 $ 384 $ 412
======= ======= ======== =======
Earnings per share $ 0.005 $ 0.005 $ 0.084 $ 0.090
======= ======= ======== =======
COMPARISON OF THE THREE MONTHS ENDED OCTOBER 31, 2004 AND OCTOBER 31, 2003
Gross sales at the Company's travel centers increased by 8.7% to $5.759 million
for the three months ended October 31, 2004, from $5.299 million for the three
months ended October 31, 2003. Merchandise sales increased 3.8% to $2.244
million for the three months ended October 31, 2004, from $2.162 million for the
three months ended October 31, 2003. The increase is due to sales incentives as
well as additional supervisory support dedicated to the stores. Gasoline sales
increased 21.3% to $2.473 million for the three months ended October 31, 2004,
from $2.038 million for the same period in 2003. The increase is primarily due
to market price increases. Restaurant sales increased 12.0% to $599,000 for the
three months ended October 31, 2004, from $535,000 for the three months ended
October 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 decreased 21.5% to $443,000 for the
three months ended October 31, 2004, from $564,000 for the three months ended
October 31, 2003. The decrease is primarily due to volume decreases at one
independent wholesale location.
Cost of goods sold increased 9.8% to $3.716 million for the three months ended
October 31, 2004, from $3.384 million for the three months ended October 31,
2003. Merchandise cost of goods increased 0.1% to $901,000 for the three months
ended October 31, 2004, from $900,000 for the three months ended October 31,
2003. This increase corresponds to the increase in sales and is partially offset
due to improved volume purchase pricing as well as maintaining mark-ups.
Gasoline cost of goods increased 23.9% to $2.200 million for the three months
ended October 31, 2004, from $1.775 million for the three months ended October
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 13.7% to
$183,000 for the three months ended October 31, 2004, from $161,000 for the
three months ended October 31, 2003. The increase corresponds to the increase in
sales as well as an increase in prices. Wholesale gasoline cost of goods
decreased 21.2% to $432,000 for the three months ended October 31, 2004, from
$548,000 for the three months ended October 31, 2003. The decrease corresponds
to the decrease in wholesale gasoline sales, which are primarily the result
volume decreases at one independent wholesale location. Cost of goods sold as a
percentage of gross revenues increased to 64.5% for the three months ended
October 31, 2004, as compared to 63.9% for the three months ended October 31,
2003.
6
BOWLIN TRAVEL CENTERS, INC.
Gross profit increased 7.2% to $1.927 million for the three months ended October
31, 2004, from $1.798 million for the three months ended October 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 6.7% to $1.693 million for the
three months ended October 31, 2004, from $1.587 million for the three months
ended October 31, 2003. The increase is due to continuing bonuses and
commissions for travel center personnel related to sales incentive programs as
well as utilities and continued sign repair and maintenance.
Depreciation and amortization expense decreased 1.1% to $175,000 for the three
months ended October 31, 2004, from $177,000 for the three months ended October
31, 2003. The decrease is associated with certain assets becoming fully
depreciated.
The above factors contributed to an overall increase in operating income of
73.5% to $59,000 for the three months ended October 31, 2004, compared to
operating income of $34,000 for the three months ended October 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 65.5% to $10,000 for the three months ended October 31, 2004, from
$29,000 for the three months ended October 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 October 31, 2004 was $1,000 compared to a gain of $2,000 for the three
months ended October 31, 2003. Rental income was $21,000 for both the three
months ended October 31, 2004 and the three months ended October 31, 2003.
Interest expense increased 6.5% to $49,000 for the three months ended October
31, 2004, from $46,000 for the three months ended October 31, 2003. The increase
is primarily due to increases in short-term debt balances as well as higher
interest rates.
Income before income taxes increased 5.0% to $42,000 for the three months ended
October 31, 2004, compared to income before income taxes of $40,000 for the
three months ended October 31, 2003. As a percentage of gross revenues, income
before income taxes was 0.7% for the three months ended October 31, 2004,
compared to 0.8% for the three months ended October 31, 2003.
Income tax expense increased 18.8% to $19,000 for the three months ended October
31, 2004, compared to an income tax expense of $16,000 for the three months
ended October 31, 2003. The increase is a result of higher income before income
taxes as well as a result of higher permanent tax differences for the three
months ended October 31, 2004 that resulted in an increase to income tax expense
for that three month period only.
The foregoing factors contributed to net income for the three months ended
October 31, 2004 of $23,000 compared to a net income of $24,000 for the three
months ended October 31, 2003.
COMPARISON OF THE NINE MONTHS ENDED OCTOBER 31, 2004 AND OCTOBER 31, 2003
Gross sales at the Company's travel centers increased by 9.3% to $18.489 million
for the nine months ended October 31, 2004, from $16.910 million for the nine
months ended October 31, 2003. Merchandise sales increased 5.1% to $7.607
million for the nine months ended October 31, 2004, from $7.241 million for the
nine months ended October 31, 2003. The increase is due to sales incentives as
well as additional supervisory support dedicated to the stores. Gasoline sales
increased 17.5% to $7.677 million for the nine months ended October 31, 2004,
from $6.533 million for the same period in 2003. The increase is primarily due
7
BOWLIN TRAVEL CENTERS, INC.
to market price increases. Restaurant sales increased 8.7% to $1.916 million for
the nine months ended October 31, 2004, from $1.763 million for the nine months
ended October 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 decreased 6.1% to $1.289
million for the nine months ended October 31, 2004, from $1.373 million for the
nine months ended October 31, 2003. The decrease is primarily due to volume
decreases at one independent wholesale location.
Cost of goods sold increased 10.7% to $11.716 million for the nine months ended
October 31, 2004, from $10.583 million for the nine months ended October 31,
2003. Merchandise cost of goods increased 1.1% to $3.053 million for the nine
months ended October 31, 2004 from $3.020 million for the month ended October
31, 2003. This increase corresponds to the increase in sales and is partially
offset due to improved volume purchase pricing as well as maintaining mark-ups.
Gasoline cost of goods increased 19.6% to $6.839 million for the nine months
ended October 31, 2004, from $5.720 million for the nine months ended October
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 12.2% to
$571,000 for the nine months ended October 31, 2004, from $509,000 for the nine
months ended October 31, 2003. The increase corresponds to the increase in sales
as well as an increase in prices. Wholesale gasoline cost of goods decreased
6.1% to $1.253 million for the nine months ended October 31, 2004, from $1.334
million for the nine months ended October 31, 2003. The decrease corresponds to
the decrease in wholesale gasoline sales, which are primarily the result volume
decreases at one independent wholesale location. Cost of goods sold as a
percentage of gross revenues increased for the nine months ended October 31,
2004 to 63.4%, as compared to 62.6% for the nine months ended October 31, 2003.
Gross profit increased 7.0% to $6.397 million for the nine months ended October
31, 2004, from $5.978 million for the nine months ended October 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 7.8% to $5.209 million for the
nine months ended October 31, 2004, from $4.831 million for the nine months
ended October 31, 2003. The increase is due to continuing bonuses and
commissions for travel center personnel related to sales incentive programs as
well as utilities and continued sign repair and maintenance.
Depreciation and amortization expense increased 1.7% to $524,000 for the nine
months ended October 31, 2004, from $515,000 for the nine months ended October
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 5.1%
to $664,000 for the nine months ended October 31, 2004, compared to operating
income of $632,000 for the nine months ended October 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 58.8% to $33,000 for the nine months ended October 31, 2004, from
$80,000 for the nine months ended October 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 nine months
ended October 31, 2004 was $5,000 compared to a gain of $34,000 for the nine
months ended October 31, 2003. Rental income was $66,000 for both the nine
months ended October 31, 2004 and the nine months ended October 31, 2003.
8
BOWLIN TRAVEL CENTERS, INC.
Interest expense decreased 2.1% to $138,000 for the nine months ended October
31, 2004, from $141,000 for the nine months ended October 31, 2003. The decrease
for the nine months ended October 31, 2004 is not proportional to the decreases
in the first two quarters as debt and interest rates are higher in the third
quarter.
Income before income taxes decreased 6.3% to $630,000 for the nine months ended
October 31, 2004, compared to income before income taxes of $672,000 for the
nine months ended October 31, 2003. As a percentage of gross revenues, income
before income taxes was 3.4% for the nine months ended October 31, 2004,
compared to 4.0% for the nine months ended October 31, 2003.
Income tax expense decreased 5.4% to $246,000 for the nine months ended October
31, 2004, compared to an income tax expense of $260,000 for the nine months
ended October 31, 2003. The decrease is a result of lower income before income
taxes.
The foregoing factors contributed to net income for the nine months ended
October 31, 2004 of $384,000 compared to a net income of $412,000 for the nine
months ended October 31, 2003.
LIQUIDITY AND CAPITAL RESOURCES
At October 31, 2004, the Company had working capital of $3.512 million and a
current ratio of 2.4:1, 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 $1.414 million for the nine months ended October 31, 2004,
compared to $1.309 million or the nine months ended October 31, 2003. Net cash
provided by operating activities for the nine months ended October 31, 2004 is
primarily attributable to net income adjusted for depreciation and amortization
expense, changes in operating assets and liabilities and amortization of loan
fees. Net cash provided by operating activities for the nine months ended
October 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 and
deferred taxes.
Net cash used in investing activities for the nine months ended October 31, 2004
was $2.354 million primarily consisting of $2.407 million, which was used for
purchases of property and equipment partially offset by notes receivable of
$43,000. Of the $2.407 million used for purchases of property and equipment,
$1.983 was used for a new retail facility in progress in Arizona. For the nine
months ended October 31, 2003, net cash used in investing activities was $2.194
million, consisting of $1.686 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 provided by financing activities for the nine months ended October 31,
2004 was $861,000 which consisted of payments on long-term debt of $848,000,
payments for debt issuance costs of $47,000 offset by borrowing of $1.756
million. For the nine months ended October 31, 2003, net cash used in financing
activities was $259,000, which were payments on long-term debt of $484,000
partially offset by borrowing of $225,000.
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.
9
BOWLIN TRAVEL CENTERS, INC.
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.
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. None
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Information. None.
Item 6. 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.
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.
10
BOWLIN TRAVEL CENTERS, INC.
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: December 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