10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended April 30, 1995
Commission file Number 33-7870-NY
Travel Ports of America, Inc.
(Exact name of registrant as specified in its charter)
New York
16-1128554
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
3495 Winton Place, Building C, Rochester, New York 14623
(Address of principal executive offices)
Registrant's telephone number (716) 272-1810
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock (Par Value $.01 per share) NASDAQ
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
THIS REPORT CONSISTS OF 47 PAGES.
THE INDEX TO EXHIBITS APPEARS ON PAGE 40.
PART IV
Item 14. Exhibits, Financial Statement Schedules on Form 10-K
Item 14(a)(1), 14(a)(2) and 14(d):
The following financial statement and financial statement
schedules are filed as a part of this Report:
Report of Independent Accountants
Balance Sheet for the years ended April 30, 1995 and
1994
Statement of Income for the years ended April 30, 1995,
1994 and 1993
Statement of Changes in Shareholders' Equity for the
years ended April 30, 1995, 1994 and 1993
Statement of Cash Flows for the years ended April 30,
1995, 1994 and 1993
Notes to Financial Statements
Financial Statement Schedules for years ended April 30,
1995, 1994 and 1993
Selected Quarterly Financial Information (Unaudited)
All other schedules are not submitted because they are
not applicable or not required under Regulation S-X or
because the required information is included in the financial
statements or notes thereto.
Item 14(b):
During the fourth quarter of fiscal 1995, a Current
Report on Form 8-K, dated February 15, 1995, was filed with
the Commission.
Item 14(a)(3) and 14(c):
See Index to Exhibits
INDEX TO EXHIBITS
(3) Articles of Incorporation and By-laws
Exhibit 3-a and exhibit 3-b to the Company's
Registration Statement on Form S-18, File No. 33-7870-
NY are incorporated herein by reference with respect to
the Restated Certificate of Incorporation and By-laws
of the Company.
3-c Certificate of Amendment of Certificate
of Incorporation changing the name of the Corporation,
is incorporated herein by reference to Exhibit 3-c of
the Company's report on Form 10-K dated July 27, 1993.
(4) Instruments defining the rights of security holders,
including indentures
The Exhibits referenced under (3) of this Index to
Exhibits are incorporated herein by reference.
Exhibit 4-a, Form of Common Stock Certificate, to
the Company's Registration Statement on Form S-18, File
No. 33-7870-NY is incorporated herein by reference with
respect to instruments defining the rights of security
holders.
Exhibit 4-c, Form of Indenture dated as of January
24, 1995, between Travel Ports of America, Inc. and
American Stock Transfer and Trust Company, as Trustee,
with respect to up to $5,000,000 principal amount of
8.5% Convertible Senior Subordinated Debentures due
January 15, 2005 is incorporated by reference to
Exhibit 4-c to the Companys Current Report on Form 8-K
dated February 15, 1995.
Exhibit 4-d, Form of Warrant to purchase Common
Stock is incorporated by reference to Exhibit 4-d to
the Companys Current Report on Form 8-K dated February
15, 1995.
(9) Voting trust agreements
None
(10) Material contracts
10.1 The following material contracts are incorporated
herein by reference to the Company's Registration
Statement on Form S-18, File No. 33-7870-NY:
10-a Employee Incentive Stock Option Plan
10-b Lease dated as of March 1, 1980, between the
Company and Livingston County Industrial
Development Agency for the Dansville, New York
facility.
10-c Sublease dated as of March 30, 1984, between
the Company and Maybrook Realty for the Maybrook,
New York facility.
10-d Sublease dated March 14, 1984, between the
Company and Ryder Truckstops, Inc. ("Ryder") for
part of the Mahwah, New Jersey facility.
10-e Sublease dated March 14, 1984, between the
Company and Ryder for part of the Mahwah, New
Jersey facility.
10-f Lease dated February 1, 1973, between
Truckstop Corporation of America, Inc. ("TCA") and
E. Elwood Moore and Francis Moore, together with
Assignments to the Company, dated March 14, 1984
for part of the Mahwah, New Jersey facility.
10-u Unbranded Distillate Sales Agreement dated
January 2, 1986, between the Company and W.W.
Griffith Oil Co., Inc.
10-v Purchase and Sales Contract for the Belmont,
New York facility dated February 7, 1986, between
the Company and W.W. Griffith Oil Co., Inc.
10.2 Lease, dated December 1, 1988, amended January 10,
1989, between the Company and Christ T. Panos is
incorporated herein by reference to Exhibit 2 (b) and
(c) to the Company's Current Report on Form 8-K dated
January 20, 1989, as amended by Form 8-K dated March
21, 1989.
10.3 Real estate mortgage dated January 5, 1989,
executed and delivered by the Company as security for
the Mortgage payable to Fleet Bank N.A. is incorporated
herein by reference to Exhibits 2 (n), 2 (p) and 2 (q)
to the Company's Amended Current Report on Form 8-K
dated March 21, 1989.
10.4 Mortgage Agreement dated December 1989 executed
and delivered by the Company as security for the
Mortgage payable to Fleet Bank N.A. relating to the
construction of the Greencastle, Pennsylvania facility
is incorporated herein by reference to Exhibit 10 (e)
of the Company's report on Form 10-K dated August 10,
1990.
10.5 Credit Agreement dated June 1988 executed and
delivered by the Company as security for the Mortgage
payable to Fleet Bank N.A. is incorporated herein by
reference to Exhibit 10 (f) of the Company's report on
Form 10-K dated August 10, 1990.
10.6 Term Loan Note dated January 28, 1991, executed
and delivered by the Company as security for the
Mortgage payable to Fleet Bank N.A. is incorporated
herein by reference to Exhibit 4 (c) of the Company's
report on Form 10-Q dated March 14, 1991.
10.7 1991 Employee Incentive Stock Option Plan is
incorporated herein by reference to Appendix "A" of the
Proxy Statement issued for the October 29, 1991, Annual
Meeting of Stockholders.
10.8 Term Loan Note dated July 29, 1992, executed and
delivered by the Company as security for the Mortgage
payable to First Eastern Bank is incorporated herein by
reference to Exhibit 10-j of the Company's report on
Form 10-K dated July 27, 1993. This Exhibit replaces
the commitment letter of February 3, 1992, from First
Eastern Bank for a term loan that was incorporated as
Exhibit 10-j of the Company's report on Form 10-K dated
July 23, 1992.
10.9 1993 Employee Incentive Stock Option Plan is
incorporated herein by reference to Appendix A of the
Proxy Statement issued for the October 26, 1993, Annual
Meeting of Stockholders.
10.10 Lease dated May 31, 1991 and amended June 17,
1992, between the Company and Townline Associates is
incorporated herein by reference to Exhibit 10.10, page
50 of the Companys report on Form 10-K dated July 27,
1994.
10.11 Lease dated November 20, 1987, amended April
21, 1993, and April 29, 1994, between the Company and
Siegel Limited Partnership is incorporated herein by
reference to Exhibit 10.11, page 91 of the Companys
report on Form 10-K dated July 27, 1994.
10.12 Term Loan Note dated June 30, 1994, executed
and delivered by the Company as security for the
Mortgage payable to Fleet Bank of New York is
incorporated herein by reference to Exhibit 10.12, page
120 of the Companys report on Form 10-K dated July 27,
1993.
10.13 Restated and Amended Credit Agreement,
Revolving Line Note and Term Loan Note, all dated
September 29, 1994, executed and delivered by the
Company to Fleet Bank of New York is incorporated
herein by reference to Exhibit 10.13, page 14 of the
Companys report on Form 10-Q dated November 28, 1994.
(11) Statement re computation of per share earnings
Computation of Per Share Earnings is set forth in
Exhibit (11) on page 44 of this report.
(12) Statement re computation of ratios
Not applicable
(13) Annual report to security holders
Not applicable
(16) Letter re change in certifying accountant
Not applicable
(18) Letter re change in accounting principles
Not applicable
(19) Previously unfiled documents
None
(22) Subsidiaries of Registrant
Exhibit (22) on page 45 of this report.
(23) Published report regarding matters submitted to vote of
security holders
None
(24) Consents of experts and counsel
Not applicable
(25) Power of Attorney
Not applicable
(27) Supplemental Financial Information
Exhibit (27) on page 47 of this report.
(28) Additional exhibits
None
(29) Information from reports furnished to state insurance
regulatory agencies
None
Exhibit 11
Computation of Primary Per Share Earnings
Total Options Common
Below Market Average Average Equivalent
Quarter Ended Price Option Price Market Price Shares
7/31/94 390,748 $1.83 $2.23 70,447
10/31/94 388,248 $1.83 $2.17 61,187
1/31/95 423,248 $1.87 $2.44 99,243
4/30/95 422,748 $1.87 $2.54 111,519
Total of Four Quarters 342,396
Average common stock equivalents outstanding during year
ended 4/30/95 85,599
Average number of shares outstanding during year ended
4/30/95 5,209,924
Total weighted average shares outstanding 5,295,523
Net Income for year ended 4/30/95 $1,890,032
Net Income per common and common equivalent shares $.36
Computation of Fully Diluted Per Share Earnings
Total Options Common
Below Market Average Ending Equivalent
Quarter Ended Price Option Price Market Price Shares
7/31/94 390,748 $1.83 $2.44 97,713
10/31/94 388,248 $1.83 $2.38 89,418
1/31/95 423,248 $1.87 $2.50 107,019
4/30/95 422,748 $1.87 $2.75 135,741
Total of Four Quarters 429,891
Average common stock equivalents outstanding during year
ended 4/30/95 107,473
Common stock equivalents due to assumed conversion of
convertible debentures 451,890
Average number of shares outstanding during year ended
4/30/95 5,209,924
Total weighted average shares outstanding 5,769,287
Net Income for year ended 4/30/95 $1,890,032
Interest on 8.5% convertible debentures, after tax 67,452
$1,957,404
Net Income per common and common equivalent shares $.34
Exhibit 22
Subsidiaries of the Registrant for the year ended April 30,
1995
The Company has no parent. As of April 30, 1992, all
subsidiaries have filed for certificates of dissolution and
all activity has been recorded by the Company for the year
ended April 30, 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, Travel Ports of
America, Inc., has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
TRAVEL PORTS OF AMERICA, INC.
By: /S/ John M. Holahan
September 22, 1995 John M. Holahan,
President
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed by the following
persons in the capacities and on the date indicated below.
Signature Title Date
/S/ E. Philip Saunders Chairman of the Board and
E. Philip Saunders Chief Executive Officer September 22, 1995
/S/ John M. Holahan President and Chief September 22, 1995
John M. Holahan Operating Officer
/S/ William Burslem III Vice President, Secretary and
William Burslem III and Chief Financial Officer September 22, 1995
/S/ William A. DeNight Director September 22, 1995
William A. DeNight
/S/ John O. Eldredge Director September 22, 1995
John O. Eldredge
/S/ Dante Gullace Director September 22, 1995
Dante Gullace
/S/ John F. Kendall Director September 22, 1995
John F. Kendall
Exhibit (27)
Cash and cash items $ 7,593,798
Notes and accounts receivable - trade $ 4,015,890
Allowance for doubtful accounts $ 214,000
Inventory $ 5,790,823
Total current assets $ 18,315,315
Property, plant and equipment $ 45,131,815
Accumulated depreciation $ 18,079,353
Total assets $ 51,370,810
Total current liabilities $ 13,295,071
Bonds, mortgages and similar debt $ 24,978,957
Common stock $ 52,099
Other stockholders equity $ 12,297,483
Total liabilities and stockholders equity $ 51,370,810
Total net sales and operating revenue $ 153,267,079
Total costs and expenses applicable to sales
and revenues $ 115,029,380
Other costs and expenses $ 33,192,020
Provision for doubtful accounts and notes $ 7,051
Interest and amortization of debt discount $ 2,290,904
Other income, net $ (265,857)
Income before taxes and other items $ 3,020,632
Income tax expense $ 1,130,600
Net income or loss $ 1,890,032
Earnings per share - primary $ .36
Earnings per share - fully diluted $ .34
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