TRAVEL PORTS OF AMERICA INC
10-Q, 1998-12-15
AUTO DEALERS & GASOLINE STATIONS
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                                UNITED STATES
                      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 period ended October 31, 1998




Commission File Number 0-14998



                        Travel Ports of America, Inc.
                        -----------------------------
      New York                                        16-1128554
      --------                                        ----------
           3495 Winton Place, Building C, Rochester, New York 14623

                                 716-272-1810




      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. [ X ] Yes [ ] No





      Class                 Outstanding at October 31, 1998
      -----                 -------------------------------
Common Stock, Par Value
 $.01 Per Share                     6,537,267



                        TRAVEL PORTS OF AMERICA, INC.

                                    INDEX

                                                                  Page
PART I      Financial Information

      Consolidated Balance Sheets, October 31, 1998 (unaudited)
            And April 30,
      1998..................................................................3

      Consolidated Statements of Income (unaudited), quarter and six
            months ended October 31, 1998 and 1997..........................4

      Consolidated Statements of Cash Flows (unaudited), six months
            ended October 31, 1998 and 1997.................................5

      Notes to Financial Information........................................6

      Management's Discussion and Analysis of Financial
        Condition and Results of Operations.................................7


PART II     Other Information

      Index to Exhibits and Legal Proceedings..............................10


Signatures.................................................................15


                       TRAVEL PORTS OF AMERICA, INC.
                        CONSOLIDATED BALANCE SHEETS


                                              (UNAUDITED)
                                                  10/31/98         4/30/98
                   ASSETS
CURRENT ASSETS:
  CASH AND EQUIVALENTS                        $2,973,535          $4,082,203
  ACCOUNTS RECEIVABLE, LESS ALLOWANCE
    FOR DOUBTFUL ACCOUNTS OF $203,000 AT
    OCTOBER 1998 AND $158,000 AT APRIL 1998    4,786,583           4,167,966
  NOTES RECEIVABLE                                32,118              30,346
  INVENTORIES                                  6,298,484           5,726,512
  PREPAID AND OTHER CURRENT ASSETS               868,935             884,864
  INCOME TAXES RECEIVABLE                        170,239             214,676
  DEFERRED TAXES - CURRENT                       532,000             532,000
                                             -----------         -----------
      TOTAL CURRENT ASSETS                    15,661,894          15,638,567
NOTES RECEIVABLE, DUE AFTER ONE YEAR             559,807             575,548
PROPERTY, PLANT AND EQUIPMENT, NET            45,036,217          44,597,242
COST IN EXCESS OF UNDERLYING NET ASSET
  VALUE OF ACQUIRED COMPANIES                  1,808,021           1,840,116
OTHER ASSETS, NET                              1,981,348           2,161,255
                                             -----------         -----------
                                             $65,047,287         $64,812,728
                                             ===========         ===========

    LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  CURRENT PORTION OF LONG-TERM DEBT           $3,413,068          $3,336,265
  ACCOUNTS PAYABLE                             7,840,932           6,669,874
  ACCOUNTS PAYABLE - AFFILIATE                                       236,263
  INCOME TAXES PAYABLE
  ACCRUED COMPENSATION                         1,578,416           1,900,184
  ACCRUED SALES AND FUEL TAX                   1,762,362           1,806,814
  ACCRUED EXPENSES AND OTHER
    CURRENT LIABILITIES                        1,177,393             938,720
                                             -----------         -----------
      TOTAL CURRENT LIABILITIES               15,772,171          14,888,120
LONG TERM DEBT                                20,456,077          22,322,369
CONVERTIBLE SUBORDINATED DEBENTURES            5,459,167           6,054,167
DEFERRED INCOME TAXES                          2,647,400           2,647,400
                                             -----------         -----------
              TOTAL LIABILITIES               44,334,815          45,912,056
                                             ===========         ===========
SHAREHOLDERS' EQUITY
  COMMON STOCK, $.01 PAR VALUE AUTHORIZED
    - 10,000,000 SHARES, ISSUED AND OUTSTANDING
    AT OCTOBER 31, 1998 - 6,537,267 AND
    APRIL 30, 1998 - 6,302,596                    65,373              63,026
  ADDITIONAL PAID-IN CAPITAL                   7,966,441           7,337,021
  RETAINED EARNINGS                           12,680,658          11,500,625
                                             -----------         -----------
    TOTAL SHAREHOLDERS' EQUITY                20,712,472          18,900,672
                                             -----------         -----------
                                             $65,047,287         $64,812,728
                                             ===========         ===========
<TABLE>
 
                         TRAVEL PORTS OF AMERICA, INC.
                        CONSOLIDATED STATEMENT OF INCOMES
                                   (UNAUDITED)
<CAPTION>

<S>                                       <C>            <C>           <C>             <C>         <C>         <C> 
 
                                                   QUARTER ENDED                     SIX MONTHS ENDED
                                                      OCTOBER                       OCTOBER          FIRST QUARTER
                                         1998           1997          1998            1997        1998        1997

NET SALES AND OPERATING REVENUE        $52,303,315    $54,732,274   $105,214,052   $111,130,059 $52,910,737 $56,397,785

COST OF GOODS SOLD                      40,051,233     42,246,294    79,599,844      85,283,116 39,548,611   43,036,822
                                       ------------  -------------  ------------   -------------------------------------

GROSS PROFIT                            12,252,082     12,485,980    25,614,208      25,846,943 13,362,126   13,360,963
                                       ------------  -------------  ------------   -------------------------------------

OPERATING EXPENSE                        9,792,335      9,330,000    19,656,821      19,092,266  9,864,486    9,762,266

GENERAL AND ADMINISTRATIVE EXPENSE       1,375,477      1,250,790     2,682,018       2,560,095  1,306,541    1,309,305

INTEREST EXPENSE                           731,782        790,885     1,477,400       1,600,607    745,618      809,722

OTHER INCOME, NET                          (33,143)      (136,165)      (76,764)       (194,436)   (43,621)     (58,271)
                                       ------------  -------------  ------------   -------------------------------------
                                        11,866,451     11,235,510    23,739,475      23,058,532 11,873,024   11,823,022
                                       ------------  -------------  ------------   -------------------------------------

INCOME BEFORE TAXES                        385,631      1,250,470     1,874,733       2,788,411  1,489,102    1,537,941

PROVISION FOR TAXES ON INCOME              118,900        517,700       694,700       1,154,400    575,800      636,700

                                       ============  =============  ============   =====================================
NET INCOME                                $266,731       $732,770    $1,180,033      $1,634,011   $913,302     $901,241
                                       ============  =============  ============   =====================================


PER SHARE DATA:

NET INCOME PER SHARE - BASIC                 $0.04          $0.12         $0.18           $0.27      $0.14        $0.15
                                       ============  =============  ============   =====================================

NET INCOME PER SHARE - DILUTED               $0.04          $0.10         $0.15           $0.22      $0.11        $0.12
                                       ============  =============  ============   =====================================

SHARES OUTSTANDING - BASIC               6,537,267      6,063,297     6,534,168       6,055,517  6,531,069    6,047,737
                                       ============  =============  ============   =====================================

SHARES OUTSTANDING - DILUTED             8,587,192      8,256,970     8,604,562       8,147,997  8,626,136    8,039,023
                                       ============  =============  ============   =====================================
</TABLE>
<TABLE>

                           TRAVEL PORTS OF AMERICA, INC.
                        CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (UNAUDITED)
<CAPTION>

<S>                                                       <C>                <C> 
 
                                                                  SIX MONTHS ENDED OCTOBER 31
                                                         1998               1997
OPERATING ACTIVITIES:
  NET INCOME                                           $1,180,033         $1,634,011
  DEPRECIATION AND AMORTIZATION                         1,881,073          1,722,108
CHANGES IN OPERATING ASSETS AND LIABILITIES -
    ACCOUNTS RECEIVABLE                                  (618,617)          (447,719)
    INVENTORIES                                          (571,972)          (652,726)
    PREPAID AND OTHER CURRENT ASSETS                       15,929            220,888
    ACCOUNTS PAYABLE                                      934,795          1,657,462
    ACCRUED COMPENSATION                                 (321,768)          (103,679)
    ACCRUED SALES AND FUEL TAX                            (44,452)           234,390
    ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES        243,672           (105,735)
  INCOME TAXES PAYABLE/RECEIVABLE                          44,437          1,026,088
  OTHER NON-CURRENT ASSETS                                110,387             78,217
                                                       -----------        -----------
    NET CASH PROVIDED BY OPERATING ACTIVITIES           2,853,517          5,263,305
                                                       -----------        -----------

INVESTING ACTIVITIES:
  EXPENDITURES FOR PROPERTY, PLANT & EQUIPMENT         (2,223,680)        (3,701,238)
  PROCEEDS FROM DISPOSITION OF PROPERTY,
    PLANT AND EQUIPMENT                                     5,248             14,879
  NET PROCEEDS RECEIVED ON NOTES RECEIVABLE                13,969             10,068
                                                       -----------        -----------
    NET CASH USED IN INVESTING ACTIVITIES              (2,204,463)        (3,676,291)
                                                       -----------        -----------

FINANCING ACTIVITIES:
  PRINCIPAL PAYMENTS ON LONG-TERM DEBT                 (1,789,489)        (1,791,972)
  PROCEEDS FROM LONG-TERM BORROWING
  PRINCIPAL PAYMENT ON DEBENTURES                         (11,000)
  PROCEEDS FROM EXERCISE OF STOCK OPTIONS/WARRANTS         42,767             60,192
    NET CASH (USED IN) PROVIDED BY
                                                       -----------        -----------
      FINANCING ACTIVITIES                             (1,757,722)        (1,731,780)
                                                       -----------        -----------

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS        (1,108,668)          (144,766)
CASH AND EQUIVALENTS - BEGINNING OF PERIOD              4,082,203          3,134,871
                                                       ===========        ===========
CASH AND EQUIVALENTS - END OF PERIOD                   $2,973,535         $2,990,105
                                                       ===========        ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

CASH PAID DURING THE PERIOD:
  INTEREST PAID                                        $1,498,659         $1,710,405
  INCOME TAXES PAID                                      $585,100           $517,700

</TABLE>


                        TRAVEL PORTS OF AMERICA, INC.
                        NOTES TO FINANCIAL INFORMATION
                               OCTOBER 31, 1998



NOTE 1 BASIS OF PRESENTATION
The unaudited consolidated financial information has been prepared in accordance
with the Summary of Accounting  Policies of the Company as outlined in Form 10-K
filed for the year ended April 30, 1998, and should be read in conjunction  with
the Notes to Financial Statements appearing therein. The consolidated  financial
information  includes  the  accounts of Travel  Ports of America,  Inc.  and its
wholly  owned  subsidiaries,  Travel  Port  Franchising,  Inc.  and Travel  Port
Systems, Inc., after elimination of all significant  intercompany  transactions.
In the opinion of management,  the unaudited financial  information contains all
adjustments  (consisting  only of normal  recurring  adjustments)  necessary  to
present fairly the Company's  financial  position as of October 31, 1998 and for
the three months and six months ended  October 31, 1998 and 1997.  The financial
information  is  based  in  part  on  estimates  and has  not  been  audited  by
independent  accountants.  PricewaterhouseCoopers  LLP  will  audit  the  annual
statements.


NOTE 2 INVENTORIES

Major classifications of inventories are as follows:
                                    October 31, 1998  April 30, 1998
      At first-in, first-out (FIFO) cost:
         Petroleum Products           $1,264,350         $  837,080
         Store Merchandise             2,544,665          2,385,387
         Parts for repairs and tires   1,869,072          1,823,610
         Other                           620,397            680,435
                                      ----------         ----------
                                      $6,298,484         $5,726,512


NOTE 3 EARNINGS PER SHARE

Basic EPS  excludes the effect of common  stock  equivalents  and is computed by
dividing  income  available to common  shareholders  by the weighted  average of
common  shares  outstanding  for the period.  Diluted EPS reflects the potential
dilution  that could  result if  securities  or other  contracts to issue common
stock were exercised or converted into common stock.



                                                  For quarter ended October 31
                                                     1998               1997
BASIC EARNINGS PER SHARE:
  Income applicable to common stock             $   266,731       $   732,770
  Weighted average common stock outstanding       6,537,267         6,063,297
  Basic earnings per common share               $       .04       $       .12


DILUTED EARNINGS PER SHARE:
  Income applicable to common stock             $   266,731       $   732,770
  interest expense on convertible debentures         68,693            59,288
                                                -----------       -----------
                                                $   335,424       $   792,058
                                                ===========       ===========

  Weighted average common stock outstanding       6,537,267         6,063,297
  Options and warrants                              192,451           419,114
  Convertible debentures                          1,857,474         1,774,559
                                                  8,587,192         8,256,970

  Diluted earnings per common share             $       .04       $       .10
                                                ===========       ===========

                          For six months ended October 31
                                                     1998               1997
BASIC EARNINGS PER SHARE:
  Income applicable to common stock             $1,180,033        $1,634,011
  Weighted average common stock outstanding      6,534,168         6,055,517
  Basic earnings per common share               $      .18        $      .27

DILUTED EARNINGS PER SHARE:
  Income applicable to common stock             $1,180,033        $1,634,011
  interest expense on convertible debentures       138,871           118,576
                                                ----------        ----------
                                                $1,318,904        $1,752,587

  Weighted average common stock outstanding      6,534,168         6,055,517
  Options and warrants                             212,920           317,921
  Convertible debentures                         1,857,474         1,774,559
                                                 8,604,562         8,147,997

  Diluted earnings per common share             $      .15        $      .22
                                                ==========        ==========





NOTE 4 FINANCING AGREEMENTS

The Company's  primary  lending  institution  has renewed its commitment for the
Company's  existing line of credit until September 28, 1999. The regular line of
credit is limited to the lesser of $3,750,000 or the sum of 80% of the Company's
accounts receivable under 90 days old, plus 45% of the Company's  inventory.  As
of July 31, 1998,  the Company has utilized  $200,000 of its  available  line of
credit as collateral for various letters of credit.  In addition the Company has
$4,500,000 for a capital line of credit  available from its primary lender.  The
capital  line of  credit  calls  for  interest  only at prime  plus  1/4%  until
September  28, 1999.  At that time the line can be repaid or  amortized  over 42
months with interest at prime plus or LIBOR plus interest rate based upon funded
debt to EBITDA. No advances have been made against the capital line of credit.


                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS:

Second Quarter ended October 31, 1998 and 1997

Sales from  operations  were  $52,303,315 for the second quarter of fiscal 1999,
down  $2,428,959,  or 4.4%,  from the second quarter of last year.  Lower retail
selling  prices on diesel fuel,  as a result of lower fuel costs,  reduced sales
revenues by $4,536,000 in fiscal 1999. Diesel gallons increased 9.4%, restaurant
revenues  increased by 8.1%, store revenues  increased by 6.9% and shop revenues
increased by 2.3%.

Gross profit for the second quarter was $12,252,082,  a decrease of $233,898, or
1.9%,  from the prior year.  Diesel fuel gross  profit  decreased  $724,000 as a
result of lower retail margins from competitive  pressure  ($338,000) and a loss
from inventory  hedging  activity  resulting from lower fuel cost and the future
positions  the Company held  ($588,000),  offset by gross profit from  increased
gallons ($202,000).  Restaurants, stores and motels showed improvement over last
year offsetting the reduced margin from diesel.

Operating expenses of $9,792,335 for the second quarter increased  $462,335,  or
5.0% as compared to last year.  Major  increases  were in wages and  benefits of
$194,000 as a result of annual compensation increases. Utilities,  depreciation,
real  estate  taxes,  insurance,  equipment  rental  and  maintenance  increased
$224,000.

General and  administrative  expenses  for the quarter of  $1,375,477  increased
$124,687 or 10.0% from last year. The increase related  primarily from increased
compensation  and  benefits.  Interest  expense  declined  $59,103  or 7.5% when
compared  with  last  year as a result  of lower  debt  and  lower  rates on the
variable  portion of debt.  Other income  declined from last year as a result of
last year having some one-time items.

Six months ended October 31, 1998 and 1997

Sales from operations were $105,214,052 for the first six months of fiscal 1999,
down  $5,916,007,  or 5.3%, from the first six months of last year. As noted for
the quarter,  lower  selling  prices for diesel fuel,  as a result of lower fuel
costs,  had a negative  impact on revenues in the amount of  $8,359,000.  Diesel
gallons increased 9.1%,  restaurant  revenues  increased by 4.4%, store revenues
increased by 4.0% and shop revenues increased by 3.1%.

Gross profit for the first six months was  $25,614,208,  a decrease of $232,735,
or .9%, from the prior year. Diesel fuel gross profit decreased  $1,048,000 as a
result of lower retail margins from competitive  pressure  ($523,000) and a loss
from inventory hedging activity  resulting from lower fuel costs and the futures
position the Company  held  ($768,000),  offset by gross  profit from  increased
gallons  ($243,000).  Restaurants,  stores,  shops and motels showed improvement
over last year offsetting the reduced margin from diesel.

Operating  expenses of  $19,656,8216  for the first six months were  $564,555 or
3.0% more than last year. Major increases were in wages and benefits of $344,000
as a result of annual  compensation  increases.  Utilities,  depreciation,  real
estate taxes, insurance, equipment rental and maintenance increased $310,000.

General  and  administrative  expenses  for the first six  months of  $2,682,018
increased  $121,923 or 4.8% from last year.  The increase  relates  primarily to
increased  compensation and benefits.  Interest expense decreased from last year
by  $123,207  as a result  of  decreased  level of debt and  lower  rates on the
variable portion of debt. Other income declined as noted for the quarter.

The Company has completed a review of its operational and financial  systems and
believe all areas  except one to be Year 2000  compliant.  New software is being
acquired for its accounting  systems.  The new system is Year 2000 compliant and
was implemented during the quarter ended October 31, 1998.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

The Company's cash position decreased by $1,108,668 to $2,973,535 during the six
months ended October 31, 1998.  Overall operating  activities for the six months
ended  October  31, 1998  provided  $2,853,517  in cash  compared to last year's
$5,263,305 with the decrease primarily a result of operating activity.  Accounts
receivable  increased  $618,617 as a result of greater sales activity in October
versus April.  Inventories  increased  $571,972 to support the increased  sales.
Accounts  payable   increased   $934,795   primarily  as  a  result  of  greater
inventories.

Investing  activities resulted in a net use of $2,204,463.  Capital expenditures
during  the  first six  months  of the  current  fiscal  year  were  $2,223,680.
Renovation projects continued at several locations.

Financing  activities  for the  first  six  months of the  current  fiscal  year
resulted in a net use of $1,757,722,  primarily the result of principal payments
on debt.

The Company's  primary  lending  institution  has renewed its commitment for the
Company's  existing line of credit until September 28, 1999. The regular line of
credit is limited to the lesser of $3,750,000 or the sum of 80% of the Company's
accounts receivable under 90 days old, plus 45% of the Company's  inventory.  As
of July 31, 1998,  the Company has utilized  $200,000 of its  available  line of
credit as collateral for various letters of credit.  In addition the Company has
$4,500,000 for a capital line of credit  available from its primary lender.  The
capital  line of  credit  calls  for  interest  only at prime  plus  1/4%  until
September  28, 1999.  At that time the line can be repaid or  amortized  over 42
months with interest at prime plus or LIBOR plus interest rate based upon funded
debt to EBITDA. No advances have been made against the capital line of credit.

Authorized,  but unissued stock is available for financing needs; however, there
are no current plans to use this source.


   
                        TRAVEL PORTS OF AMERICA, INC.
                         PART II -- OTHER INFORMATION
    

Item 1.  LEGAL PROCEEDINGS

The Company is not presently a party to any  litigation  (i) that is not covered
by  insurance  or (ii) which  singly or in the  aggregate  would have a material
adverse effect on the Company's  financial  condition and results of operations,
and management has no knowledge that any other litigation has been threatened.

Item 2.  CHANGES IN SECURITIES

                  None

Item 3.  DEFAULTS UPON SENIOR SECURITIES

                  None

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  None

Item 5.  OTHER INFORMATION

                  None

   
Item 6.  EXHIBITS AND REPORTS ON FORM 8-K
    

   (a)  EXHIBITS

   
      (2)   Plan of acquisition, reorganization, agreement, liquidation, or
              succession

                  Not applicable
      (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.
    

            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 of Form 10-K dated July 27, 1993.

   
      (4)   Instruments defining the rights of security holders, including
             indentures

            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 Company's  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 Company's  Current Report
      on Form 8-K dated February 15, 1995.
            Exhibit  4-e,  Form of  Indenture  as of December  4, 1997,  between
      Travel Ports of America,  Inc. and Cephas  Capital  Partners,  L.P.,  with
      respect to $2,000,000  principal amount of 7.81% Convertible  Subordinated
      Debentures due December 4, 2007, is  incorporated  by reference to Exhibit
      4-e to the Company's Form 10-Q dated December 12, 1997.

            Exhibit   4-f,   Form  of  Warrant  to  purchase   Common  Stock  is
      incorporated  by reference to Exhibit 4-e to the Company's Form 10-Q dated
      December 12, 1997.

   
      (11)  Statement re: computation of earnings per share

            Computation  of earnings  per share is set forth in Exhibit  (11) on
              page 13 of this report.


      (15)  Letter re: unaudited interim financial information

                  Not applicable

      (18)  Letter re: change in accounting principals

                  Not applicable

      (19)  Previously unfiled documents

                  None
      (20)  Report furnished to security holders

                  Not applicable

      (22)  Published report regarding matters submitted to vote of security
             holders

                  None

      (23)  Consents of experts and counsel

                  Not applicable

      (24)  Power of attorney
    

                  None

      (27)  Supplemental Financial Information

                  Exhibit (27) on page 16 of this report.

(99)  Additional exhibits

                  None

   (b)  REPORT ON FORM 8-K

                  None

                                 EXHIBIT (11)

                   COMPUTATION OF BASIC EARNINGS PER SHARE
                    FOR THE QUARTER ENDED OCTOBER 31, 1998

Net income per share was computed by dividing net income by the weighted average
number of common shares outstanding.

Shares outstanding at end of August - October               6,537,267
                                                            ---------
Average number of shares outstanding                        6,537,267
                                                            =========
Net income per basic share                                       $.04
                                                                 ====

                  COMPUTATION OF DILUTED EARNINGS PER SHARE
                    FOR THE QUARTER ENDED OCTOBER 31, 1998

Net income per share was computed by dividing net income, adjusted for debenture
interest, by the weighted average number of common shares outstanding and common
stock equivalents.
            Total Options
            and Warrants        Average             Average
Qtr. Ended  Below Market    Exercise Price      Market Price            Shares  
10/31/98       700,957            $2.10            $2.896              192,451
Average number of shares outstanding                                 6,537,267
8.5% convertible debenture                                           1,354,962
7.81% convertible debenture                                            502,512
                                                                     ---------
                                                                     8,587,192
                                                                     =========

Net income for quarter ended 10/31/98                               $  266,731
Interest on convertible debentures                                      68,693
                                                                    ----------
                                                                    $  335,424
                                                                    ==========
Net income per diluted share                                        $      .04
                                                                    ==========
                   COMPUTATION OF BASIC EARNINGS PER SHARE
                   ---------------------------------------
                  FOR THE SIX MONTHS ENDED OCTOBER 31, 1998

Net income per share was computed by dividing net income by the weighted average
number of common shares outstanding.

Shares outstanding at end of May                      6,521,672
Shares outstanding at end of June/July                6,535,767
Shares outstanding at end of August - October         6,537,267
                                                      ---------
Average number of shares outstanding                  6,534,168

Net income per basic share                                 $.18
                                                           ====

                  COMPUTATION OF DILUTED EARNINGS PER SHARE
                  FOR THE SIX MONTHS ENDED OCTOBER 31, 1998

Net income per share was computed by dividing net income, adjusted for debenture
interest, by the weighted average number of common shares outstanding and common
stock equivalents.

            Total Options
            and Warrants        Average             Average
Qtr. Ended  Below Market    Exercise Price      Market Price            Shares
7/31/98        816,937            $2.217           $3.104              233,388
10/31/98       700,957            $2.10            $2.896              192,451

Average common stock equivalents                                       212,920
Average number of shares outstanding                                 6,534,168
8.5% convertible debenture                                           1,354,962
7.81% convertible debenture                                            502,512
                                                                    ----------
                                                                     8,604,562
                                                                     =========

Net income for six months ended 10/31/98                            $1,180,033
Interest on convertible debentures                                     138,871
                                                                    ----------
                                                                    $1,318,904
                                                                    ==========
Net income per diluted share                                        $      .15
                                                                    ==========




                                  SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                    TRAVEL PORTS OF AMERICA, INC.




Date: December 15, 1998       s/ John M. Holahan            
                              John M. Holahan, President




Date: December 15, 1998       s/ William Burslem III        
                              William Burslem III
                              Vice President

<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000798935
<NAME>                        TRAVEL PORTS OF AMERICA, INC.
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              APR-30-1999
<PERIOD-START>                                 AUG-01-1998
<PERIOD-END>                                   OCT-31-1998
<CASH>                                           2,973,535
<SECURITIES>                                             0
<RECEIVABLES>                                    4,990,070
<ALLOWANCES>                                       203,487
<INVENTORY>                                      6,298,484
<CURRENT-ASSETS>                                15,661,894
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<TOTAL-ASSETS>                                  65,047,287
<CURRENT-LIABILITIES>                           15,772,171
<BONDS>                                         25,915,244
                                    0
                                              0
<COMMON>                                            65,373
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