United States Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXHANGE ACT
For the transition period from [ ] to [ ]
Commission File Number 0-21451
BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED
(Exact name of small business issuer as specified in its charter)
NEVADA 85-0113644
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
150 LOUISIANA NE, ALBUQUERQUE, NM 87108
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 505-266-5985
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes[X] No[ ]
As of September 14, 1997, 4,384,848 shares of the issuer's common stock were
outstanding.
<PAGE>
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
July 31, 1997 and January 31, 1997........................2
Consolidated Statements of Income for the
Three Months Ended and Six Months Ended
July 31, 1997 and 1996....................................4
Consolidated Statements of Cash Flows for the
Six months ended July 31, 1997 and 1996...................5
Notes to the Consolidated Financial Statements............6
Item 2. Management's Discussion and Analysis or
Plan of Operation ........................................7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.........................12
Signatures ..............................................12
1
<PAGE>
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)
JULY 31, JANUARY 31,
1997 1997
(UNAUDITED) (AUDITED)
------------ ------------
Current assets:
Cash and cash equivalents $ 5,555 $ 7,519
Accounts receivable, net 365 366
Notes receivable - current maturities 25 26
Inventories 3,456 3,202
Prepaid and other current assets 604 465
------------ ------------
Total current assets 10,005 11,578
Investment and long-term receivables:
Investment in partnership 13 13
Notes receivable, less current maturities 94 96
------------ ------------
Total investment and long-term receivables 107 109
Property & equipment, net 13,220 9,971
Intangible assets, less accumulated amortization 96 101
of $ 114 at July 31, 1997 and $ 108 at
January 31, 1997
Goodwill, less accumulated amortization of $19 at
July 31, 1997 844 --
Deferred registration costs -- 84
------------ ------------
Total assets 24,272 21,843
============ ============
See accompanying notes to consolidated financial statements.
2
<PAGE>
BOWLIN
OUTDOOR ADVERTISING & TRAVEL CENTERS
INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)
JULY 31, JANUARY 31,
1997 1997
(UNAUDITED) (AUDITED)
------------ ------------
Current liabilities:
Short-term borrowing, bank 427 --
Accounts payable and accrued liabilities 1,670 1,597
Long-term debt, current maturities 734 576
Income taxes payable 220 145
------------ ------------
Total current liabilities 3,051 2,318
Deferred income taxes 74 43
Long-term debt, less current maturities 7,302 6,118
------------ ------------
Total liabilities 10,427 8,479
Minority interest -- 206
Stockholders' equity
Common stock, $.001 par value; authorized 4 4
100,000,000 shares; issued and outstanding
4,384,848 shares
Additional paid-in capital 11,604 11,604
Retained earnings 2,237 1,550
------------ ------------
Total stockholders' equity 13,845 13,158
------------ ------------
Total liabilities and stockholders' equity $ 24,272 $ 21,843
============ ============
See accompanying notes to consolidated financial statements.
3
<PAGE>
BOWLIN
OUTDOOR ADVERTISING & TRAVEL CENTERS
INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<S> <C>
SIX MONTHS ENDED THREE MONTHS ENDED
--------------------------- ---------------------------
JULY 31, JULY 31, JULY 31, JULY 31,
1997 1996 1997 1996
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
------------ ------------ ------------ ------------
Gross sales $ 14,635 $ 12,837 $ 7,953 $ 6,944
Less discounts on sales 155 153 78 82
------------ ------------ ------------ ------------
Net sales 14,480 12,684 7,875 6,862
Cost of goods sold 9,491 8,453 5,032 4,557
------------ ------------ ------------ ------------
Gross profit 4,989 4,231 2,843 2,305
General and administrative expenses (3,372) (3,063) (1,804) (1,584)
Other income 70 314 38 102
Depreciation and amortization (528) (385) (310) (192)
------------ ------------ ------------ ------------
Operating income 1,159 1,097 767 631
Other non-operating income (expense):
Interest income 145 49 63 25
Gain on sale of property and 189 11 84 11
equipment
Interest expense (348) (332) (194) (173)
------------ ------------ ------------ ------------
Total other non-operating (14) (272) (47) (137)
income (expense), net
------------ ------------ ------------ ------------
Income before taxes 1,145 825 720 494
Income taxes 458 330 288 198
------------ ------------ ------------ ------------
Net income $ 687 $ 495 $ 432 $ 296
============ ============ ============ ============
Weighted average common and common
equivalent shares outstanding 4,384,848 3,433,939 4,384,848 3,499,865
Earnings per common and common
equivalent share $ 0.16 $ 0.14 $ 0.10 $ 0.08
============ ============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
BOWLIN
OUTDOOR ADVERTISING & TRAVEL CENTERS
INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
SIX MONTHS ENDED
---------------------------
JULY 31, JULY 31,
1997 1996
(UNAUDITED) (UNAUDITED)
------------ ------------
Cash flows from operating activities:
Net income $ 687 $ 495
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 528 385
Gain on sale of property and equipment (189) (10)
Deferred income taxes 31 --
Changes in operating assets and liabilities (258) (160)
------------ ------------
Net cash provided by operating activities 799 710
Cash flows from investing activities:
Minority Interest in Partnership -- 13
Proceeds from sale of assets 423 154
Business acquisitions (note 2) (4,865) --
Purchases of property and equipment, net (1,371) (685)
Disbursements on notes receivable, net (3) (105)
------------ ------------
Net cash used in investing activities (5,816) (623)
Cash flows from financing activities:
Borrowings on debt 3,457 3,126
Payments on debt (404) (2,310)
Proceeds from issuance of common stock, net -- 222
Proceeds from sale of fractional shares of
stock sold in conjunction with stock dividend -- 3
Dividends paid -- (50)
Payment of registration costs associated with
initial public offering of common stock -- (237)
------------ ------------
Net cash provided by financing activities 3,053 754
Net (decrease) increase in cash and cash equivalents (1,964) 841
Cash and cash equivalents at beginning of period 7,519 1,602
============ ============
Cash and cash equivalents at end of period 5,555 2,443
============ ============
Non-Cash Financing Activities:
Exchange of property and equipment and note 1,284 --
payable on sale of partnership investment
See accompanying notes to consolidated financial statements.
5
<PAGE>
BOWLIN
OUTDOOR ADVERTISING & TRAVEL CENTERS
INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated financial statements for the six months ended July 31,
1997 and July 31, 1996 are unaudited and reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion
of management, necessary for a fair presentation of the financial position
and operating results for the interim periods. The condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto, together with management's
discussion and analysis of financial condition and results of operations,
contained in the Company's annual report on Form 10-KSB for the fiscal year
ended January 31, 1997. Results of operations for interim periods are not
necessarily indicative of results which may be expected for the year as a
whole.
2. Acquisitions. On April 1, 1997, the Company acquired all of the tangible
and intangible assets and certain liabilities of the outdoor advertising
division of The McCarty Company (McCarty) known as Pony Panels for $4.2
million. A member of the Company's Board of Directors is the majority
shareholder of The McCarty Company. The Company paid $1.7 million from the
proceeds of the initial public offering and financed $2.5 million with bank
debt. The bank debt carries a variable rate of interest tied to the bank's
prime rate (8.5% at April 30, 1997) and matures on April 1, 2007. Pony
Panels owns and operates approximately 750 8-sheet poster panels in the
Albuquerque, New Mexico metro area. The Company also entered into a
non-compete agreement with the former principals of McCarty for a period of
five years from the date of acquisition. The acquisition was accounted for
as a purchase and goodwill is being amortized over 20 years using the
straight-line method.
Assets acquired and liabilities assumed in the
acquisition are as follows:
Accounts receivable $ 73,941
Prepaid sign rent 15,057
Vehicles and equipment 63,500
Signs 3,200,000
Goodwill 863,000
Accounts payable (15,498)
------------
$ 4,200,000
============
The following proforma consolidated results of operations have been
prepared as if the acquisition of Pony Panels occurred on February 1, 1997
and 1996:
(in thousands except per share amounts)
Six Months Ended
July 31
----------------
1997 1996
---- ----
Gross sales $ 14,542 $ 13,172
Net income 673 451
Earnings per common and
common equivalent share $ .15 $ .13
6
<PAGE>
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.
On April 26, 1997, the Company purchased the outdoor advertising assets of
General Outdoor Advertising for $240,000 in cash. The cash was provided
from proceeds of the Company's public offering of stock in December 1996.
The transaction was accounted for as a purchase.
On April 29, 1997, the Company purchased the outdoor advertising assets of
Mesa Outdoor Advertising for $150,000 in cash and a note payable to the
former owner in the amount of $275,000. The cash was provided from proceeds
of the Company's public offering of stock in December 1996. The note is
secured by the assets purchased, bears interest at a fixed rate of 9.0% per
annum and matures on May 1, 2007. The transaction was accounted for as a
purchase.
3. Sale of Partnership Investment: On June 16, 1997 the Company liquidated its
partnership interest in its Las Cruces real estate investment at a gain of
approximately $78,000. Total proceeds of $180,340 were received on August
26, 1997.
4. Available Financing: On May 2, 1997, the Company secured an additional
$1 million line of credit with one of its existing lenders. The line
carries a variable interest rate based on the bank's prime lending rate
(8.5% on May 2, 1997). The primary purpose of the line of credit is to
finance future acquisitions of outdoor advertising assets.
5. As of July 31, 1997, there were approximately 40 shareholders of record of
the Company's common stock. Included in the shareholders of record are
approximately 829 beneficial shareholders of the Company's common stock.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
OVERVIEW
The following is a discussion of the consolidated financial condition and
results of operations of the Company as of and for the two interim periods ended
July 31, 1997 and 1996. This discussion should be read in conjunction with the
Consolidated Financial Statements of the Company and the Notes related thereto
included in the Company's Form 10-KSB for the fiscal year ended January 31,
1997.
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 form those anticipated in these forward-looking statements as a
result of a number of factors, including but not limited to those discussed
herein.
7
<PAGE>
RESULTS OF OPERATIONS
The following table presents certain income and expense items derived from the
Consolidated Statements of Income for the six months ended July 31 (unaudited
and amounts in thousands):
% INCR/
1997 1996 (DECR)
---- ---- ------
TRAVEL CENTERS:
Gross revenues $ 12,375 $ 11,208 10.4%
Discounts on sales 155 153 1.3%
------------ ------------
Net revenues 12,220 11,055 10.5%
Cost of sales 8,247 7,422 11.1%
------------ ------------
3,973 3,633 9.4%
General and administrative expenses 2,776 2,615 6.2%
Depreciation and amortization 207 176 17.6%
------------ ------------
Operating income 990 842 17.6%
OUTDOOR ADVERTISING:
Revenues 2,260 1,629 38.7%
Operating expenses:
Direct operating expenses 1,244 1,031 20.7%
General and administrative expenses 354 208 70.2%
Depreciation and amortization 252 133 89.5%
------------ ------------
Operating income 410 257 59.5%
CORPORATE AND OTHER:
General and administrative expenses (242) (240) 1.0%
Depreciation and amortization (69) (76) (9.2%)
Interest expense (348) (332) 4.8%
Other income, net 404 374 8.0%
------------ ------------
INCOME BEFORE TAXES 1,145 825 38.8%
INCOME TAXES 458 330 38.8%
------------ ------------
NET INCOME $ 687 $ 495 38.8%
============ ============
COMPARISON OF THE SIX MONTHS ENDED JULY 31, 1997 AND JULY 31, 1996
TRAVEL CENTERS. Gross revenues at the Company's travel centers increased 10.4%
to $12.375 million for the six months ended July 31, 1997 from $11.208 million
for the six months ended July 31, 1996. This increase is primarily attributable
to increased retail and wholesale gasoline sales which increased $897,235, or
15.4%, for the six months ended July 31, 1997, as compared to the six months
ended July 31, 1996. Merchandise sales rose $290,000 to $3.911 million for the
six months ended July 31,1997 from $3.621 million for the six months ended July
31, 1996. Restaurant sales, changing little, decreased to $1.744 million in the
six months ended July 31,1997 from $1.764 in the six months ended July 31,1996.
8
<PAGE>
Cost of goods sold for the travel centers increased 11.1% to $8.247 million for
the six months ended July 31, 1997 from $7.422 million for the six months ended
July 31, 1996, primarily as result of increased retail gasoline sales and the
addition of its wholesale gasoline operations.
General and administrative expenses for travel centers consist of salaries,
bonuses and commissions for travel center personnel, property costs and repairs
and maintenance. General and administrative expenses for the travel centers
increased to $2.776 million for the six months ended July 31, 1997 from $2.615
million for the six months ended July 31, 1996.
Depreciation and amortization expense increased to $ 207,000 for the six months
ended July 31, 1997 as compared to $176,000 for the six months ended July 31,
1996. The increase is attributable to additions to depreciable assets during the
current interim period.
The above factors contributed to an overall increase in travel center operating
income of 17.6% to $990,000 for the six months ended July 31,1997 from $842,000
for the six months ended July 31, 1996. This increase is primarily attributable
to the rise in retail gasoline sales and wholesale distribution of CITGO brand
petroleum.
OUTDOOR ADVERTISING. Revenues from the Company's outdoor advertising increased
38.7% to $2.26 million for the six months ended July 31, 1997 from $1.629
million for the six months ended July 31, 1996. The increase was primarily
attributable to increased usage of available sign inventory, increases in rates
and the assimilation of the Company's acquisition of the outdoor advertising
assets of The McCarty Company (known as Pony Panels) which was effective April
1, 1997. First six months' billing revenues from the acquired assets were
approximately $240,000.
Operating expenses related to outdoor advertising consist of direct operating
expenses, which include rental payments to property owners for the use of land
on which advertising displays are located, production expenses and selling
expenses. Production expenses include salaries for operations personnel and real
estate representatives, property taxes, materials and repairs and maintenance of
advertising displays. Selling expenses consist primarily of salaries and
commissions for salespersons and travel and entertainment related to sales.
Direct operating costs increased 20.7% to $1.244 for the six months ended July
31, 1997 from $1.031 for the six months ended July 31, 1996, principally due to
the addition of production personnel, the assimilation of direct operating costs
associated with the Pony Panels acquisition and increased costs related to
repairs and maintenance of existing advertising displays.
General and administrative expenses for outdoor advertising consist of salaries
and wages for administrative personnel, insurance, legal fees, association dues
and subscriptions and other indirect operating expenses. General and
administrative expenses, as a result of higher administrative salaries,
increased 70.2% to $354,000 for the six months ended July 31, 1997 from $208,000
for the six months ended July 31, 1996.
Depreciation and amortization expense increased 89.5% to $252,000 for the six
months ended July 31, 1997 from $133,000 for the six months ended July 31, 1996.
The increase is attributable to scheduled depreciation of additional advertising
display structures and machinery and equipment. In addition, depreciation and
amortization expense increased as a result of the $88,000 of depreciation of the
value assigned to advertising display structures acquired in the Pony Panels
acquisition and the amortization of the related goodwill.
9
<PAGE>
The above factors contributed to the increase in outdoor advertising operating
income of 59.5% to $410,000 for the six months ended July 31, 1997 from $257,000
for the six months ended July 31, 1996. In addition, earnings before interest,
taxes, depreciation and amortization (EBITDA) for outdoor advertising increased
69.7% to $662,000 for the six months ended July 31, 1997 from $390,000 for the
six months ended July 31, 1996. The EBITDA margin for outdoor advertising
increased to 29.3% for the six months ended July 31, 1997 as compared to 23.9%
for the six months ended July 31, 1996.
CORPORATE AND OTHER. General and administrative expenses for corporate and other
operations of the Company consist primarily of executive and administrative
compensation and benefits, accounting, legal and investor relations fees.
General and administrative expenses increased slightly to $242,000 for the six
months ended July 31, 1997 as compared to $240,000 for the six months ended July
31, 1996.
Depreciation and amortization expenses for the Company's corporate and other
operations consist of depreciation associated with the corporate headquarters,
furniture and fixtures related thereto and its subsidiary. Depreciation and
amortization expenses decreased to $69,000 for the six months ended July 31,
1997 as compared to $76,000 for the six months ended July 31, 1996.
Interest expense increased slightly to $348,000 for the six months ended July
31, 1997 as compared to $332,000 for the six months ended July 31, 1996.
Other income, net, primarily includes operating revenues and expenses from the
Company's subsidiary, farm income and gains and/or losses from the sales of
assets. Other income, net, increased 8.0% to $404,000 for the six months ended
July 31, 1997 as compared to $374,000 for the six months ended July 31, 1996.
Income before taxes increased 38.8% to $1.145 for the six months ended July 31,
1997 as compared to $825,000 for the six months ended July 31, 1996. As a
percentage of gross revenues, income before taxes increased to 7.8% for the six
months ended July 31, 1997 as compared to 6.4% for the six months ended July 31,
1996.
Income taxes were $458,000 for the six months ended July 31, 1997 as compared to
$330,000 for the six months ended July 31, 1996, as result of higher pretax
income.
The foregoing factors contributed to the Company's increase in net income for
the six months ended July 31, 1997 of $687,000 as compared to $495,000 for the
six months ended July 31, 1996.
LIQUIDITY AND CAPITAL RESOURCES
At July 31, 1997, the Company had working capital of $6.954 million and a
current ratio of 3.3:1, compared to working capital of $9.3 million and a
current ratio of 5.0:1 at January 31, 1997. Net cash provided by operating
activities was $799,000 for the six months ended July 31, 1997 as compared to
cash provided by operating activities of $710,000 for the six months ended July
31, 1996. This increase is primarily attributable to depreciation and
amortization expenses from acquisitions made during the first quarter and which
have no effect on the use of cash. Net cash used for investing activities for
the six months ended July 31, 1997 was $5.816 million, of which $4.2 million was
used in the purchase of the outdoor advertising assets of Pony Panels. On April
26, 1997 and April 29, 1997, the Company purchased all of the outdoor
advertising assets of General Outdoor Advertising and Mesa Outdoor Advertising
for $240,000 and $425,000, respectively. In addition, approximately $300,000 was
used for the purchase of land for the construction of a new travel center
complex. For the six months ended July 31, 1996, net cash used for investing
activities was $623,000. Net cash provided by financing activities for the six
months ended July 31, 1997 was $3.053 million as compared to $754,000 for the
six months ended July 31, 1996. The majority of such cash was utilized to
finance the outdoor advertising acquisitions previously noted. The Company
incurred indebtedness in the amount of $2.5 million for the Pony Panels
acquisition and $275,000 for the Mesa acquisition.
10
<PAGE>
On April 26, 1997, the Company purchased the outdoor advertising assets of
General Outdoor Advertising for $240,000 in cash. The cash was provided from
proceeds of the Company's initial public offering ("IPO") of common stock in
December 1996.
On April 29, 1997, the Company purchased the outdoor advertising assets of Mesa
Outdoor Advertising for $150,000 in cash and a note payable to the former owner
in the amount of $275,000. The cash was provided from proceeds of the Company's
IPO. The note is secured by the assets purchased, bears interest at a fixed rate
of 9.0% per annum and matures on May 1, 2007.
On May 2, 1997, the Company secured an additional $1 million line of credit with
one of its existing lenders. The line of credit carries a variable interest rate
based on the bank's prime lending rate (8.5% on May 2, 1997). The primary
purpose of the line of credit is to finance future acquisitions of outdoor
advertising assets.
The Company is currently negotiating with one of its primary lenders to secure
additional lines of credit at amounts greater than its current capacities. The
Company believes that the remaining net proceeds from the IPO, internally
generated funds and funds available under current and future lines of credit
will be sufficient to satisfy all debt service obligations and finance its
current operations and anticipated capital expenditures for at least the next
twelve months.
Although the Company does not have any agreements in place, it is currently
negotiating with an independent party for the acquisition of outdoor advertising
assets and one independent party for the purchase of three travel centers. The
Company does not believe that any of these acquisitions are probable and the
Company has not executed a letter of intent or other agreement, binding or
non-binding, to make such acquisitions. Any such acquisition would be subject to
the negotiation and execution of definitive agreements, appropriate financing
arrangements, performance of due diligence, approval of the Company's Board of
Directors, receipt by the Company of unqualified audited financial statements,
and the satisfaction of other customary closing conditions. 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.
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a). Exhibit No. Exhibit Name
----------- ------------
10.43 Promissory Note, dated as of May 2, 1997,
payable by the Registrant to Norwest Bank
in the aggregate principal amount of
$1,000,000
27 Financial Data Schedule
(b). The Company filed a Form 8-K on May 1, 1997 to report its
acquisition of the outdoor advertising assets of Pony Panels.
No financial statements were required to be filed.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: September 15, 1997
BOWLIN
Outdoor Advertising & Travel Centers Incorporated
/s/ Michael L. Bowlin
---------------------
Michael L. Bowlin, Chairman of the Board,
President and Chief Executive Officer
/s/ H. Eric Peitz
---------------------
H. Eric Peitz, Chief Financial Officer
(Principal Financial and Accounting Officer)
12
