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 January 31, 1999
Commission File Number 0-14998
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) (Zip Code)
716-272-1810
(Registrant's telephone number, including area code)
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 March 1, 1999
----- ----------------------------
Common Stock, Par Value
$.01 Per Share 6,673,529
TRAVEL PORTS OF AMERICA, INC.
INDEX
PART I Financial Information Page
Item 1.
Consolidated Balance Sheets, January 31, 1999
(unaudited) and April 30, 1998.......................... 3
Consolidated Statements of Income (unaudited), quarter and nine
months ended January 31, 1999 and 1998.................. 4
Consolidated Statements of Cash Flows (unaudited), nine months
ended January 31, 1999 and 1998......................... 5
Notes to Financial Information................................... 6
Item 2.
Management's Discussion and Analysis of Financial
Condition and Results of Operations............................ 8
PART II Other Information
Item 6. Exhibits and Report on Form 8-K.......................... 11
Signatures....................................................... 12
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
TRAVEL PORTS OF AMERICA, INC.
CONSOLIDATED BALANCE SHEETS
<CAPTION>
(UNAUDITED)
<S> <C> <C>
1/31/99 4/30/98
ASSETS
CURRENT ASSETS:
CASH AND EQUIVALENTS $3,571,466 $4,082,203
ACCOUNTS RECEIVABLE, LESS ALLOWANCE
FOR DOUBTFUL ACCOUNTS OF $170,000 AT
JANUARY 1999 AND $158,000 AT APRIL 1998 4,879,087 4,167,966
NOTES RECEIVABLE 32,741 30,346
INVENTORIES 6,452,123 5,726,512
PREPAID AND OTHER CURRENT ASSETS 738,215 884,864
INCOME TAXES RECEIVABLE 214,676
DEFERRED TAXES - CURRENT 532,000 532,000
---------------- ---------------
TOTAL CURRENT ASSETS 16,205,632 15,638,567
NOTES RECEIVABLE, DUE AFTER ONE YEAR 551,580 575,548
PROPERTY, PLANT AND EQUIPMENT, NET 45,191,090 44,597,242
COST IN EXCESS OF UNDERLYING NET ASSET
VALUE OF ACQUIRED COMPANIES 1,791,974 1,840,116
OTHER ASSETS, NET 1,906,599 2,161,255
--------------- ---------------
$65,646,875 $64,812,728
================ ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
CURRENT PORTION OF LONG-TERM DEBT $3,453,081 $3,336,265
ACCOUNTS PAYABLE 8,409,677 6,669,874
ACCOUNTS PAYABLE - AFFILIATE 236,263
INCOME TAXES PAYABLE 251,205
ACCRUED COMPENSATION 1,635,909 1,900,184
ACCRUED SALES AND FUEL TAX 1,924,594 1,806,814
ACCRUED EXPENSES AND OTHER
CURRENT LIABILITIES 1,118,032 938,720
---------------- ---------------
TOTAL CURRENT LIABILITIES 16,792,498 14,888,120
LONG TERM DEBT 19,329,128 22,322,369
CONVERTIBLE SUBORDINATED DEBENTURES 5,461,667 6,054,167
DEFERRED INCOME TAXES 2,647,400 2,647,400
---------------- ---------------
TOTAL LIABILITIES 44,230,693 45,912,056
---------------- ---------------
SHAREHOLDERS' EQUITY
COMMON STOCK, $.01 PAR VALUE AUTHORIZED
- 10,000,000 SHARES, ISSUED AND OUTSTANDING
AT JANUARY 31, 1999 - 6,559,409 AND
APRIL 30, 1998 - 6,302,596 65,594 63,026
ADDITIONAL PAID-IN CAPITAL 8,015,254 7,337,021
RETAINED EARNINGS 13,335,334 11,500,625
---------------- ---------------
TOTAL SHAREHOLDERS' EQUITY 21,416,182 18,900,672
--------------- --------------
$65,646,875 $64,812,728
================ ===============
</TABLE>
<TABLE>
TRAVEL PORTS OF AMERICA, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<CAPTION>
<S> <C> <C> <C> <C>
QUARTER ENDED NINE MONTHS ENDED
JANUARY JANUARY
1999 1998 1999 1998
NET SALES AND OPERATING REVENUE $49,131,644 $50,637,375 $154,345,696 $161,767,434
COST OF GOODS SOLD 36,740,152 39,118,762 116,339,996 124,401,878
-------------- --------------- -------------- --------------
GROSS PROFIT 12,391,492 11,518,613 38,005,700 37,365,556
-------------- --------------- -------------- --------------
OPERATING EXPENSE 9,417,301 9,199,824 29,074,122 28,292,090
GENERAL AND ADMINISTRATIVE EXPENSE 1,282,523 1,150,101 3,964,541 3,710,196
INTEREST EXPENSE 677,268 779,371 2,154,668 2,379,978
OTHER INCOME, NET (33,976) (186,364) (110,740) (380,800)
-------------- -------------- -------------- ---------------
11,343,116 10,942,932 35,082,591 34,001,464
-------------- --------------- -------------- ---------------
INCOME BEFORE TAXES 1,048,376 575,681 2,923,109 3,364,092
PROVISION FOR TAXES ON INCOME 393,700 239,600 1,088,400 1,394,000
-------------- --------------- -------------- --------------
NET INCOME $654,676 $336,081 $1,834,709 $1,970,092
============== =============== ============== ==============
PER SHARE DATA:
NET INCOME PER SHARE - BASIC $0.10 $0.05 $0.28 $0.32
============== =============== ============== ==============
NET INCOME PER SHARE - DILUTED $0.08 $0.05 $0.24 $0.26
============== =============== ============== ===============
SHARES OUTSTANDING - BASIC 6,552,911 6,146,130 6,540,416 6,085,721
============== =============== ============== ==============
SHARES OUTSTANDING - DILUTED 8,639,957 8,607,661 8,616,360 8,293,105
============== =============== ============== ==============
</TABLE>
<TABLE>
TRAVEL PORTS OF AMERICA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
<S> <C> <C>
NINE MONTHS ENDED JANUARY 31
1999 1998
OPERATING ACTIVITIES:
NET INCOME $1,834,709 $1,970,092
DEPRECIATION AND AMORTIZATION 2,832,579 2,596,407
CHANGES IN OPERATING ASSETS AND LIABILITIES -
ACCOUNTS RECEIVABLE (711,121) (316)
INVENTORIES (725,611) (756,794)
PREPAID AND OTHER CURRENT ASSETS 146,649 188,191
ACCOUNTS PAYABLE 1,503,540 546,498
ACCRUED COMPENSATION (264,275) (253,987)
ACCRUED SALES AND FUEL TAX 117,780 (59,963)
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES 186,813 123,339
INCOME TAXES PAYABLE/RECEIVABLE 465,881 1,084,191
OTHER NON-CURRENT ASSETS 150,376 18,365
---------------- ----------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 5,537,320 5,456,023
---------------- ----------------
INVESTING ACTIVITIES:
EXPENDITURES FOR PROPERTY, PLANT & EQUIPMENT (3,279,254) (4,970,597)
PROCEEDS FROM DISPOSITION OF PROPERTY,
PLANT AND EQUIPMENT 5,248 77,037
NET PROCEEDS RECEIVED ON NOTES RECEIVABLE 21,573 165,700
---------------- ----------------
NET CASH USED IN INVESTING ACTIVITIES (3,252,433) (4,727,860)
---------------- ----------------
FINANCING ACTIVITIES:
NET SHORT-TERM DEBT BORROWING 185,000
PRINCIPAL PAYMENTS ON LONG-TERM DEBT (2,876,425) (2,387,613)
PROCEEDS FROM LONG-TERM BORROWING 1,900,000
PROCEEDS FROM VALUE ASSIGNED TO WARRANTS 100,000
PRINCIPAL PAYMENT ON DEBENTURES (11,000)
PROCEEDS FROM EXERCISE OF STOCK OPTIONS/WARRANTS 73,443 118,615
PROCEEDS FROM SHAREHOLDER SUIT 18,358
---------------- ----------------
NET CASH USED IN FINANCING ACTIVITIES (2,795,624) (83,998)
---------------- ----------------
NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS (510,737) 644,165
CASH AND EQUIVALENTS - BEGINNING OF PERIOD 4,082,203 3,134,871
---------------- ----------------
CASH AND EQUIVALENTS - END OF PERIOD $3,571,466 $3,779,036
================ ================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
CASH PAID DURING THE PERIOD:
INTEREST PAID $2,287,567 $2,323,751
INCOME TAXES PAID $588,178 $788,803
</TABLE>
TRAVEL PORTS OF AMERICA, INC.
NOTES TO FINANCIAL INFORMATION
JANUARY 31, 1999
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 the 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 January 31, 1999 and for
the three months and nine months ended January 31, 1999 and 1998. 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:
January 31, 1999 April 30, 1998
At first-in, first-out (FIFO) cost:
Petroleum Products $1,047,539 $ 837,080
Store Merchandise 2,648,613 2,385,387
Parts for repairs and tires 2,054,093 1,823,610
Other 701,878 680,435
---------- ----------
$6,452,123 $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 January 31
1999 1998
BASIC EARNINGS PER SHARE:
Income applicable to common stock $ 654,676 $ 336,081
Weighted average common stock outstanding 6,552,911 6,146,130
Basic earnings per common share $ .10 $ .05
DILUTED EARNINGS PER SHARE:
Income applicable to common stock $ 654,676 $ 336,081
interest expense on convertible debentures 68,693 74,220
----------- -------------
$ 723,369 $ 410,301
=========== ===========
Weighted average common stock outstanding 6,552,911 6,146,130
Options and warrants 229,572 366,818
Convertible debentures 1,857,474 2,094,713
8,639,957 8,607,661
Diluted earnings per common share $ .08 $ .05
=============== ==============
For nine months ended January 31
1999 1998
BASIC EARNINGS PER SHARE:
Income applicable to common stock $1,834,709 $1,970,092
Weighted average common stock outstanding 6,540,416 6,085,721
Basic earnings per common share $ .28 $ .32
DILUTED EARNINGS PER SHARE:
Income applicable to common stock $1,834,709 $1,970,092
interest expense on convertible debentures 207,564 192,796
------------ ------------
$2,042,273 $2,162,888
============ ============
Weighted average common stock outstanding 6,540,416 6,085,721
Options and warrants 218,470 334,220
Convertible debentures 1,857,474 1,873,164
8,616,360 8,293,105
Diluted earnings per common share $ .24 $ .26
=========== ============
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 January 31, 1999, the Company had utilized $200,000 of its available line of
credit as collateral for various letters of credit. In addition the Company has
a $4,500,000 line of credit available from its primary lender for capital
expenditures. 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 an increment over prime or LIBOR based upon
funded debt to EBITDA. No advances have been made against the capital line of
credit.
During the first quarter, the Company called $450,000 of the 8.5% convertible
senior subordinated debentures due January 15, 2005. The holders of $589,000 in
debentures elected to convert their debentures into common stock of the Company
and holders of $11,000 in debentures elected payment in cash. Subsequent to
January 31, 1999, holders of $296,000 in debentures have converted their
debentures into common stock of the Company.
NOTE 5 SUBSEQUENT EVENT
On February 26, 1999, the Company announced the execution of a merger agreement
with TravelCenters of America, Inc. and TP Acquisition, Inc., a wholly-owned
subsidiary of TravelCenters. Under the terms of the merger agreement,
TravelCenters will acquire Travel Ports through the merger of TP Acquisition
with and into Travel Ports, with Travel Ports continuing as the surviving
corporation. TravelCenters will pay $4.30 for each outstanding common share of
Travel Ports in connection with the merger. In addition, TravelCenters entered
into an agreement with Travel Ports Chairman and CEO E. Philip Saunders pursuant
to which he will exchange approximately 653,000 common shares of Travel Ports
for shares of TravelCenters in an amount equal to between two and three percent
of the outstanding TravelCenters voting shares. The share exchange will take
place immediately prior to the consummation of the merger. The merger is
expected to be completed during the second calendar quarter of this year,
subject to regulatory and shareholder approvals, as well as the satisfaction of
selective due diligence matters and other customary closing conditions. The
Company filed a Form 8-K Report on March 10, 1999 that provided the complete
press release and merger agreement.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS:
Third Quarter ended January 31, 1999 and 1998
Sales from operations were $49,131,644 for the third quarter of fiscal 1999,
down $1,505,731, or 3.0%, from the third quarter of last year, primarily as a
result of lower diesel fuel prices. The average price per gallon of diesel fuel
was $.17 lower than last year. If diesel pricing had remained constant with last
year, the Company's sales for the quarter would have been approximately
$5,300,000 greater. Diesel gallons sold increased 13.8% for the quarter. A
similar effect was true for gasoline but with a smaller impact. The lower retail
price of gasoline amounted to approximately $525,000 in reduced sales while
gallons sold increased .7%. Convenience store and fast food sales increased
10.1%, travel store sales increased 9.3%, restaurant sales increased 6.4%, and
shop sales increased 9.5%.
Gross profit for the third quarter was $12,391,492, an increase of $872,879, or
7.6%, from the prior year. Diesel margins per gallon were consistent with last
year, but gross profit dollars increased as a result of the greater number of
gallons sold. Gross profit also improved from the sales increases noted above
and improved margins in the shops.
Operating expenses of $9,417,301 for the third quarter were $217,477, or 2.4%
more than last year. Salary and wages to the work force account for the majority
of the increase.
General and administrative expenses for the quarter were $1,282,523, an increase
of $132,422 or 11.5% from last year. Approximately half of the increase is the
result of salary and wages. The balance relates to legal fees associated with
the Company's exploration of the acquisition of certain restaurant assets and
professional fees relating to the implementation of the new accounting software.
Third quarter interest expense of $677,268, reflect a decrease of $102,103, or
13.1% from last year as a result of lower interest rates on variable rate debt
and on average lower levels of debt. Other income of $33,976 was $152,388 less
than last year as a result of the sale of a parcel of land in the third quarter
last year.
Nine months ended January 31, 1999 and 1998
Sales from operations were $154,345,696 for the first nine months of fiscal
1999, down $7,421,738, or 4.6% from the first nine months of last year. As noted
for the quarter, retail selling prices for diesel fuel declined $.15 per gallon
from last year. If pricing had remained the same, sales would have been
approximately $13,635,000 higher. Sales of diesel gallons increased 8.9% for the
first nine months. Retail selling prices on gasoline also declined reducing
sales by approximately $2,070,000 or 16.4% on a decline of 1.5% on gallons sold.
Restaurant sales were up 5.0%, travel stores sales increased 5.7%, shop sales
increased 5.0% and car station and fast food sales were up 7.9%.
Gross profit for the first nine months was $38,005,700, an increase of $640,144
or 1.7% from last year. Diesel margins were down from last year with gross
profit dollars decreasing despite the increase in gallons. Gasoline gross profit
declined slightly as a result of decreased gallons. All other categories
increased as a result of the sales increases.
Operating expenses were $29,074,122 for the first nine months, an increase of
$782,032 or 2.8%. Salary and wages for the work force increased $540,000 or
4.3%. Depreciation expense increased $240,000 as a result of increased capital
expenditures.
General and administrative expenses of $3,964,541 increased $254,345 or 6.9%.
Increases in salary and wages accounted for the majority of the increase. Travel
and entertainment expenses and professional fees accounted for the remainder of
the increase.
Interest expense of $2,154,668 reflect a decrease of $225,310 or 9.5% from last
year as a result of lower interest rates on variable rate debt and on average
lower levels of debt. Other income of $110,740, decreased $270,060 from the land
sale in the third quarter as noted above, as a result of lower interest income
and a one-time settlement last year.
The Company has completed a review of its operational and financial systems and
believes all areas except one (its accounting system) to be Year 2000 compliant.
However, new software was acquired for its accounting systems that 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 $510,737 to $3,571,466 during the nine
months ended January 31, 1999. Inventories increased a total of $725,611 due to
greater sales activity. Accounts receivable also increased $711,121 as a result
of greater sales activity. Accounts payable increased $1,503,540 as a result of
the increased inventory and capital expenditures. Income taxes payable increased
$465,881. Overall operating activities for the nine months ended January 31,
1999, provided $5,537,320 in cash compared to last year's $5,456,023.
Investing activities resulted in a net use of $3,252,433. Capital expenditures
during the first nine months of 1999 were $3,279,254, relating to renovation
projects at a number of the Company's locations.
Financing activities during the first nine months of 1999 used $2,795,624.
Principal payments on long term debt amounted to $2,876,425.
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 January 31, 1999, the Company had utilized $200,000 of its available line of
credit as collateral for various letters of credit. In addition the Company has
a $4,500,000 line of credit available from its primary lender for capital
expenditures. 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 an increment over prime or LIBOR based upon
funded debt to EBITDA. No advances have been made against the capital line of
credit.
During the first quarter, the Company called $450,000 of the 8.5% convertible
senior subordinated debentures due January 15, 2005. The holders of $589,000 in
debentures elected to convert their debentures into common stock of the Company
and holders of $11,000 in debentures elected payment in cash. Subsequent to
January 31, 1999, holders of $296,000 in debentures have converted their
debentures into common stock of the Company.
TRAVEL PORTS OF AMERICA, INC.
PART II -- OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
(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.
(27) Supplemental Financial Information
Exhibit (27) on page 15 of this report.
(b) REPORT ON FORM 8-K
There were no Current Reports on Form 8-K filed during the
quarter ended January 31, 1999.
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: March 15, 1999 s/ John M. Holahan
-----------------------------------
John M. Holahan, President
Date: March 15, 1999 s/ William Burslem III
-----------------------------------
William Burslem III
Vice President
EXHIBIT (11)
COMPUTATION OF BASIC EARNINGS PER SHARE
FOR THE QUARTER ENDED JANUARY 31, 1999
Net income per share was computed by dividing net income by the weighted average
number of common shares outstanding.
Shares outstanding at end of November 6,540,995
Shares outstanding at end of December 6,558,329
Shares outstanding at end of January 6,559,409
---------
Average number of shares outstanding 6,552,911
=========
Net income per basic share $ .10
=========
COMPUTATION OF DILUTED EARNINGS PER SHARE
FOR THE QUARTER ENDED JANUARY 31, 1999
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
- ---------- ------------ -------------- ------------ ------
1/31/99 792,150 $2.219 $3.125 229,572
Average number of shares outstanding 6,552,911
8.5% convertible debenture 1,354,962
7.81% convertible debenture 502,512
---------
8,639,957
=========
Net income for quarter ended 1/31/99 $ 654,676
Interest on convertible debentures 68,693
----------
$ 723,369
==========
Net income per diluted share $ .08
==========
COMPUTATION OF BASIC EARNINGS PER SHARE
---------------------------------------
FOR THE NINE MONTHS ENDED JANUARY 31, 1999
Net income per share was computed by dividing net income number of common shares
outstanding.
Shares outstanding at end of May 6,521,672
Shares outstanding at end of June and July 6,535,767
Shares outstanding at end of August - October 6,537,267
Shares outstanding at end of November 6,540,995
Shares outstanding at end of December 6,558,329
Shares outstanding at end of January 6,559,409
---------
Average number of shares outstanding 6,540,416
=========
Net income per basic share $ .28
COMPUTATION OF DILUTED EARNINGS PER SHARE
FOR THE NINE MONTHS ENDED JANUARY 31, 1999
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
1/31/99 792,150 $2.219 $3.125 229,572
-------
Total for Three Quarters 655,411
=======
Average common stock equivalents outstanding during
nine months ended January 31, 1999 218,470
8.5% convertible debenture 1,354,962
7.81% convertible debenture 502,512
Average number of shares outstanding 6,540,416
---------
8,616,360
=========
Net income for nine months ended 1/31/99 $1,834,709
Interest on convertible debentures, net of tax 207,564
---------
$2,042,273
==========
Net income per diluted share $.24
====
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000798935
<NAME> TRAVEL PORTS OF AMERICA, INC.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> APR-30-1999
<PERIOD-START> NOV-01-1998
<PERIOD-END> JAN-31-1999
<CASH> 3,571,466
<SECURITIES> 0
<RECEIVABLES> 5,049,187
<ALLOWANCES> 170,100
<INVENTORY> 6,452,123
<CURRENT-ASSETS> 16,205,632
<PP&E> 73,955,585
<DEPRECIATION> 28,764,495
<TOTAL-ASSETS> 65,646,875
<CURRENT-LIABILITIES> 16,792,498
<BONDS> 24,790,795
0
0
<COMMON> 65,594
<OTHER-SE> 21,350,588
<TOTAL-LIABILITY-AND-EQUITY> 65,646,875
<SALES> 154,345,696
<TOTAL-REVENUES> 154,345,696
<CGS> 116,339,996
<TOTAL-COSTS> 116,339,996
<OTHER-EXPENSES> 32,839,112
<LOSS-PROVISION> 88,811
<INTEREST-EXPENSE> 2,154,668
<INCOME-PRETAX> 2,923,109
<INCOME-TAX> 1,088,400
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,834,709
<EPS-PRIMARY> .28
<EPS-DILUTED> .24
</TABLE>
