10-Q 1 a05-12542_110q.htm 10-Q

 

FORM 10-Q

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

(Mark One)

 

ý

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

 

 

 

For the Quarter Ended June 30, 2005

 

 

 

 

 

 

 

OR

 

 

 

 

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

 

Commission file number 0-11757

 

J.B. HUNT TRANSPORT SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

Arkansas

 

71-0335111

(State or other jurisdiction

 

(I.R.S. Employer

of incorporation or

 

Identification No.)

organization)

 

 

 

615 J.B. Hunt Corporate Drive, Lowell, Arkansas 72745

(Address of principal executive offices, and Zip Code)

 

(479) 820-0000

(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 the filing requirements for the past 90 days.

 

Yes     ý              No     o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

 

Yes     ý              No     o

 

The number of shares of the registrant’s $.01 par value common stock outstanding on June 30, 2005 was 158,386,017.

(Reflects a two for one stock split paid on May 23, 2005.)

 

 



 

J.B. HUNT TRANSPORT SERVICES, INC.

 

Form 10-Q

For The Quarter Ended June 30, 2005

Table of Contents

 

Part I. Financial Information

 

 

 

 

Item 1.

Consolidated Financial Statements

 

 

 

 

 

Condensed Consolidated Statements of Earnings for the Three and Six Months Ended June 30, 2005 and 2004

 

 

 

 

 

Condensed Consolidated Balance Sheets as of June 30, 2005 and December 31, 2004

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2005 and 2004

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements as of June 30, 2005

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Results of Operations and Financial Condition

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 

 

 

Item 4.

Controls and Procedures

 

 

 

 

Part II. Other Information

 

 

 

 

Item 1.

Legal Proceedings

 

 

 

 

Item 2.

Changes in Securities

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

 

 

 

Item 5.

Other Information

 

 

 

 

Item 6.

Exhibits and Reports on Form 8-K

 

 

 

 

Exhibits

 

 

 

 

Signatures

 

 

2



 

J.B. HUNT TRANSPORT SERVICES, INC.

 

Condensed Consolidated Statements of Earnings

(in thousands, except per share data)

(unaudited)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30

 

June 30

 

 

 

2005

 

2004

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

Operating revenues

 

$

759,206

 

$

679,036

 

$

1,468,384

 

$

1,296,735

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

Salaries, wages and employee benefits

 

213,655

 

207,487

 

414,538

 

397,451

 

Rents and purchased transportation

 

253,299

 

221,642

 

492,375

 

425,350

 

Fuel and fuel taxes

 

89,507

 

66,626

 

172,377

 

130,481

 

Depreciation and amortization

 

40,109

 

36,730

 

79,341

 

73,775

 

Operating supplies and expenses

 

31,210

 

31,079

 

62,864

 

59,800

 

Insurance and claims

 

13,075

 

15,369

 

24,830

 

28,393

 

Operating taxes and licenses

 

9,330

 

8,763

 

18,216

 

17,488

 

General and administrative expenses, net of gain or loss on asset dispositions

 

10,738

 

6,477

 

20,526

 

15,048

 

Communication and utilities

 

5,278

 

5,689

 

11,144

 

11,558

 

Total operating expenses

 

666,201

 

599,862

 

1,296,211

 

1,159,344

 

Operating income

 

93,005

 

79,174

 

172,173

 

137,391

 

Interest income

 

229

 

911

 

380

 

1,256

 

Interest expense

 

1,758

 

2,491

 

2,992

 

5,165

 

Equity in loss of associated company

 

1,284

 

914

 

2,135

 

1,383

 

Earnings before income taxes

 

90,192

 

76,680

 

167,426

 

132,099

 

Income taxes

 

35,561

 

31,055

 

65,296

 

53,500

 

Net earnings

 

$

54,631

 

$

45,625

 

$

102,130

 

$

78,599

 

 

 

 

 

 

 

 

 

 

 

Average basic shares outstanding*

 

158,387

 

160,995

 

159,539

 

160,663

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share*

 

$

.34

 

$

.28

 

$

.64

 

$

.49

 

 

 

 

 

 

 

 

 

 

 

Average diluted shares outstanding*

 

163,483

 

166,411

 

164,940

 

166,170

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share*

 

$

.33

 

$

.27

 

$

.62

 

$

.47

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share*

 

$

.06

 

$

.015

 

$

.12

 

$

.015

 

 


*      All shares outstanding and per share amounts for all periods presented reflect a two-for-one stock split paid on May 23, 2005.

 

See accompanying notes to condensed consolidated financial statements.

 

3



 

J.B. HUNT TRANSPORT SERVICES, INC.

 

Condensed Consolidated Balance Sheets

(in thousands)

 

 

 

June 30, 2005

 

December 31, 2004

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

4,757

 

$

23,838

 

Trade accounts receivable

 

311,799

 

289,146

 

Income taxes receivable

 

6,580

 

19,418

 

Prepaid expenses and other

 

103,513

 

131,640

 

Total current assets

 

426,649

 

464,042

 

Property and equipment

 

1,507,430

 

1,450,023

 

Less accumulated depreciation

 

489,430

 

438,644

 

Net property and equipment

 

1,018,000

 

1,011,379

 

Other assets

 

20,898

 

16,285

 

 

 

$

1,465,547

 

$

1,491,706

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Trade accounts payable

 

$

139,548

 

$

180,018

 

Accrued payroll

 

45,044

 

73,750

 

Claims accruals

 

17,714

 

18,535

 

Other accrued expenses

 

8,737

 

10,504

 

Deferred income taxes

 

54,585

 

25,414

 

Total current liabilities

 

265,628

 

308,221

 

 

 

 

 

 

 

Borrowings under revolving line of credit

 

67,300

 

 

Other long-term liabilities

 

43,277

 

40,294

 

Deferred income taxes

 

253,505

 

282,241

 

Stockholders’ equity

 

835,837

 

860,950

 

 

 

$

1,465,547

 

$

1,491,706

 

 

See accompanying notes to condensed consolidated financial statements.

 

4



 

J.B. HUNT TRANSPORT SERVICES, INC.

 

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

 

Six Months Ended June 30

 

 

 

2005

 

2004

 

Cash flows from operating activities:

 

 

 

 

 

Net earnings

 

$

102,130

 

$

78,599

 

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

79,341

 

73,775

 

(Gain) loss on sale of revenue equipment

 

(1,853

)

251

 

Deferred income taxes

 

1,684

 

32,667

 

Equity in loss of associated company

 

2,135

 

1,383

 

Tax benefit of stock options exercised

 

8,302

 

8,864

 

Amortization of discount, net

 

 

48

 

Changes in operating assets and liabilities:

 

 

 

 

 

Trade accounts receivable

 

(22,653

)

(19,990

)

Income taxes receivable

 

12,838

 

 

Other assets

 

30,207

 

35,519

 

Trade accounts payable

 

(40,470

)

(31,372

)

Claims accruals

 

(821

)

820

 

Accrued payroll and other accrued expenses

 

(28,739

)

5,937

 

Net cash provided by operating activities

 

142,101

 

186,501

 

Cash flows from investing activities:

 

 

 

 

 

Additions to property and equipment

 

(131,352

)

(262,723

)

Proceeds from sale of equipment

 

47,243

 

108,587

 

Increase in other assets

 

(8,827

)

(1,087

)

Net cash used in investing activities

 

(92,936

)

(155,223

)

Cash flows from financing activities:

 

 

 

 

 

Proceeds from revolving line of credit

 

67,300

 

 

Principal payments under capital lease obligations

 

 

(45,243

)

Acquisition of treasury stock

 

(116,313

)

(4,305

)

Dividends paid

 

(19,233

)

(2,414

)

Net cash used in financing activities

 

(68,246

)

(51,962

)

Net decrease in cash and cash equivalents

 

(19,081

)

(20,684

)

Cash and cash equivalents at beginning of period

 

23,838

 

58,112

 

Cash and cash equivalents at end of period

 

$

4,757

 

$

37,428

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

Interest

 

$

2,382

 

$

3,916

 

Income taxes

 

42,473

 

11,969

 

 

See accompanying notes to condensed consolidated financial statements.

 

5



 

J.B. HUNT TRANSPORT SERVICES, INC.

 

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

1.             Basis of Presentation

 

Our condensed consolidated financial statements included in this Form 10-Q have been prepared without audit (except that the balance sheet information as of December 31, 2004 has been derived from consolidated financial statements which were audited) in accordance with the rules and regulations of the Securities and Exchange Commission.  Although certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted, we believe that the disclosures are adequate to make the information presented not misleading.  You should read the accompanying condensed consolidated financial statements in conjunction with the audited financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2004.

 

We believe that all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented have been made.  The results of operations for the interim periods presented in this report are not necessarily indicative of the results to be expected for the full calendar year ending December 31, 2005.

 

All shares outstanding and per share amounts for all periods prior to June 30, 2005 in this Form 10-Q reflect a two-for-one stock split paid on May 23, 2005.

 

2.             Stock-based Compensation

 

We have adopted the intrinsic value based method of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations in accounting for compensation costs for our stock option plans.  Accordingly, compensation expense is recognized on the date of grant only if the current market price of the underlying common stock at date of grant exceeds the exercise price.

 

Had we determined compensation cost based on the fair value at the grant date for our stock options under Statement of Financial Accounting Standard No. 123, Accounting for Stock-based Compensation (SFAS No. 123), our net earnings would have been reduced to the pro forma amounts indicated below.  All amounts in the table, except per share amounts, are in thousands.

 

6



 

 

 

Three Months Ended June 30

 

Six Months Ended June 30

 

 

 

2005

 

2004

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

Net earnings as reported (in thousands)

 

$

54,631

 

$

45,625

 

$

102,130

 

$

78,599

 

 

 

 

 

 

 

 

 

 

 

Total stock-based compensation expense determined under fair value based methods for all awards, net of taxes

 

1,261

 

1,269

 

2,522

 

2,514

 

Pro forma

 

$

53,370

 

$

44,356

 

$

99,608

 

$

76,085

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As reported

 

$

.34

 

$

.28

 

$

.64

 

$

.49

 

 

 

 

 

 

 

 

 

 

 

Pro forma

 

$

.34

 

$

.28

 

$

.62

 

$

.47

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As reported

 

$

.33

 

$

.27

 

$

.62

 

$

.47

 

 

 

 

 

 

 

 

 

 

 

Pro forma

 

$

.33

 

$

.27

 

$

.60

 

$

.46

 

 

3.             Recent Accounting Pronouncements

 

In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment.  SFAS No. 123(R) is a revision of SFAS No. 123, and supersedes APB 25.  Among other items, SFAS 123(R) eliminates the use of APB 25 and intrinsic value method of accounting, and requires companies to recognize the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards, in the financial statements.  In accordance with SFAS No. 123(R), the cost will be based on the grant-date fair value of the award and will be recognized over the period for which an employee is required to provide service in exchange for the award.  For public entities that do not file as small business issuers, the provisions of the revised statement were to be applied in the first interim or annual period beginning after June 15, 2005.  On April 14, 2005, the Securities and Exchange Commission announced that it would provide for phased-in implementation of SFAS 123(R).  In accordance with this new implementation process, we are required to adopt SFAS 123(R) no later than January 1, 2006.  While we are currently evaluating the impact SFAS 123(R) will have on our financial results, we do not expect the impact to differ materially from the pro forma disclosures currently required by FAS 123 (see “Stock-based Compensation”).

 

4.             Debt (in thousands)

 

 

 

June 30, 2005

 

December 31, 2004

 

 

 

 

 

 

 

Borrowings under revolving line of credit

 

$

67,300

 

$

 

 

 

 

 

 

 

Less current maturities

 

 

 

 

 

$

67,300

 

$

 

 

At June 30, 2005, we were authorized to borrow up to $150 million under our revolving line of credit and had a $67.3 million balance outstanding under that agreement.  The applicable interest rate under our agreement, which expires in April 2010, is based on either the prime rate or LIBOR, plus a margin based on the level of borrowings.

 

5.             Capital Stock

 

We have a stock option plan (Management Incentive Plan) that provides for the awarding of our common stock and stock options to key employees.  A summary of the non-qualified options to purchase our common stock follows:

 

7



 

 

 

 

 

Weighted average

 

Number of

 

 

 

Number of

 

exercise price

 

shares

 

 

 

shares

 

per share

 

exercisable

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2004

 

13,840,168

 

$

7.15

 

918,524

 

 

 

 

 

 

 

 

 

Granted

 

94,000

 

21.05

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

(1,486,002

)

4.50

 

 

 

 

 

 

 

 

 

 

 

Terminated

 

(68,000

)

6.33

 

 

 

 

 

 

 

 

 

 

 

Outstanding at June 30, 2005

 

12,380,166

 

$

7.58

 

2,986,713

 

 

We announced on July 21, 2005 that our Board of Directors declared a regular quarterly dividend of $.06 per common share, payable on August 19, 2005, to stockholders of record on August 2, 2005.

 

6.             Earnings Per Share

 

We compute basic earnings per share by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding for the reporting period.  Diluted earnings per share reflects the potential dilution that could occur if holders of options or other contracts to issue common stock exercised or converted their holdings into common stock.  Outstanding stock options represent the only dilutive effects on weighted average shares.  The table below presents a reconciliation between basic and diluted weighted average shares outstanding and the related earnings per share.  All amounts in the table, except per share amounts, are expressed in thousands.

 

 

 

Three Months Ended June 30

 

Six Months Ended June 30

 

 

 

2005

 

2004

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

54,631

 

$

45,625

 

$

102,130

 

$

78,599

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

158,387

 

160,995

 

159,539

 

160,663

 

 

 

 

 

 

 

 

 

 

 

Dilutive effect of stock options

 

5,096

 

5,416

 

5,401

 

5,507

 

 

 

 

 

 

 

 

 

 

 

Diluted weighted average shares outstanding

 

163,483

 

166,411

 

164,940

 

166,170

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

.34

 

$

.28

 

$

.64

 

$

.49

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

.33

 

$

.27

 

$

.62

 

$

.47

 

 

We had some options to purchase shares of common stock which were outstanding during the periods shown, but were excluded from the computation of diluted earnings per share because the option price was greater than the average market price of the common shares.  A summary of those options follows:

 

 

 

Three Months Ended June 30

 

Six Months Ended June 30

 

 

 

2005

 

2004

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

Number of shares under option

 

1,446,000

 

26,000

 

25,000

 

56,000

 

 

 

 

 

 

 

 

 

 

 

Range of exercise price

 

$20.29 - $24.43

 

$16.81

 

$21.51 - $24.43

 

$15.82 - $16.81

 

 

7.             Comprehensive Income

 

Comprehensive income consists of net earnings and foreign currency translation adjustments.  During the three and six months ended June 30, 2005 and 2004, comprehensive income was equal to net earnings.

 

8.             Income Taxes

 

Our effective income tax rate was 39.4% for the three months ended June 30, 2005, compared with 40.5%

 

8



 

during the second quarter of 2004.  Our effective income tax rate was 39.0% for the six months ended June 30, 2005 and 40.5% in 2004.  In determining our provision for income taxes, we use an estimated annual effective tax rate, which is based on our expected annual income, statutory tax rates and best estimate of non-deductible and non-taxable items of income and expense and the ultimate outcome of tax audits.  The lower effective income tax rate in 2005 reflects changes in estimates of state income taxes and non-deductible and non-taxable items as they relate to expected annual income.

 

In 1999, we entered into a series of transactions effecting a sale and leaseback of a portion of our Intermodal container and chassis fleet for a selling price of approximately $175 million.  This transaction was examined by the IRS in an audit of our 1998 and 1999 tax returns.  In December 2003, we received an IRS Notice of Proposed Assessment which disallows the tax benefits associated with these transactions, and as a result, we have filed an appeal in the matter.  We have had preliminary discussions with the IRS Appeals Division and have been informed that the IRS Examination Division has been instructed to perform additional work since their case had not been developed adequately for the appellate hearing.  To date, we have not been contacted by the IRS Examination Division to provide any additional information for their review.  If a resolution of the matter cannot be reached in the appeals process, the IRS will forward a 90 day letter, also known as a Notice of Deficiency. A resolution of the dispute could occur at any point in the administrative process or could extend through a trial and court appeals.  If we are unsuccessful in defending this transaction, we could owe additional taxes and interest.  In 2003, after receiving the IRS Notice of Proposed Assessment and reviewing applicable accounting literature, we reversed the 2003 expected non-cash tax benefits of approximately $7.7 million recognized during 2003, and suspended any further recognition of the benefit.  Based on events occurring subsequent to December 31, 2004, we established a reserve for a contingent tax liability of $33.6 million at December 31, 2004.  The liability for this contingency, which included estimated interest expense, was included on our consolidated balance sheet at December 31, 2004 as a long-term liability.  We accrued approximately $1.2 million of interest expense during the first six months of 2005 related to this contingency.  We continue to believe our tax positions comply with applicable tax law for which we received advice and opinions from our then external public accountants and attorneys prior to entering into these transactions and we continue to vigorously defend against the IRS position using all administrative and legal processes available.  If the IRS were successful in disallowing 100% of the tax benefit from this transaction, the total ultimate impact on liquidity could be approximately $44 million, excluding interest.

 

9.             Legal Proceedings

 

We are currently engaged in an arbitration process with the Burlington Northern Santa Fe Railroad (BNI) to clarify certain financial and operating terms in our Joint Service Agreement (JSA).  BNI provides a significant amount of rail transportation services to our JBI business segment.  The JSA is an agreement between BNI and us, which was signed in 1996, and defines a number of financial and operating arrangements relative to our intermodal business.  The JSA specifies arbitration as the method of resolving disagreements if a mediation process does not result in resolution.  We were unable to resolve our differences with BNI through mediation during the second quarter of 2004.

 

The current arbitration process commenced on July 7, 2004.  According to the JSA, any amounts due us or payable to BNI, including professional fees, determined through the arbitration process, could be retroactive to July 7, 2004.  Both parties have continued to exchange and analyze data during late 2004 and early 2005.  Formal arbitration proceedings commenced on April 18, 2005.  At this time, we are unable to reasonably predict the outcome of this process and, as such, no gain or loss contingency can be determined to be recorded or disclosed.  Normal commercial business activity between the parties, including load tendering, load tracing, billing and payments, continues on a timely basis.

 

We are involved in certain other claims and pending litigation arising from the normal conduct of business.  Based on the present knowledge of the facts and, in certain cases, opinions of outside counsel, we believe the resolution of these claims and pending litigation will not have a material adverse effect on our financial condition, our results of operations or liquidity.

 

9



 

10.          Business Segments

 

We operated three distinct business segments during the six months ended June 30, 2005 and 2004.  These segments included:  Truck (JBT), Intermodal (JBI) and Dedicated Contract Services (DCS).  The operation of each of these businesses is described in footnote (11) of our annual report (Form 10-K) for the year ended December 31, 2004.  A summary of certain segment information is presented below (in millions):

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

As of June 30

 

 

 

 

 

 

 

 

 

2005

 

2004

 

 

 

 

JBT

 

 

 

 

$

697

 

$

682

 

 

 

 

JBI

 

 

 

 

 

550

 

 

399

 

 

 

 

DCS

 

 

 

 

 

361

 

 

275

 

 

 

 

Other (includes corporate)

 

 

 

 

 

(142

)

 

44

 

 

 

 

Total

 

 

 

 

$

1,466

 

$

1,400

 

 

 

 

 

 

 

Operating Revenues

 

 

 

Three Months

 

Six Months

 

 

 

Ended June 30

 

Ended June 30

 

 

 

2005

 

2004

 

2005

 

2004

 

JBT

 

$

246

 

$

233

 

$

478

 

$

443

 

JBI

 

309

 

263

 

596

 

505

 

DCS

 

209

 

187

 

403

 

357

 

Subtotal

 

764

 

683

 

1,477

 

1,305

 

Inter-segment eliminations

 

(5

)

(4

)

(9

)

(8

)

Total

 

$

759

 

$

679

 

$

1,468

 

$

1,297

 

 

 

 

Operating Income

 

 

 

Three Months

 

Six Months

 

 

 

Ended June 30

 

Ended June 30

 

 

 

2005

 

2004

 

2005

 

2004

 

JBT

 

$

27.1

 

$

29.2

 

$

51.5

 

$

43.9

 

JBI

 

38.5

 

31.8

 

73.0

 

60.9

 

DCS

 

27.0

 

17.8

 

47.1

 

32.0

 

Other (includes corporate)

 

.4

 

.4

 

.6

 

.6

 

Total

 

$

93.0

 

$

79.2

 

$

172.2

 

$

137.4

 

 

 

 

Depreciation and Amortization Expense

 

 

 

Three Months

 

Six Months

 

 

 

Ended June 30

 

Ended June 30

 

 

 

2005

 

2004

 

2005

 

2004

 

JBT

 

$

16.3

 

$

14.9

 

$

32.1

 

$

30.6

 

JBI

 

6.3

 

5.5

 

12.4

 

10.9

 

DCS

 

14.7

 

13.6

 

29.3

 

26.8

 

Other (includes corporate)

 

2.8

 

2.7

 

5.5

 

5.5

 

Total

 

$

40.1

 

$

36.7

 

$

79.3

 

$

73.8

 

 

11.          Reclassifications

 

We have reclassified certain amounts from our 2004 financial statements so they will be consistent with the way we have classified amounts in 2005.

 

10



 

ITEM 2.

 

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

 

 

You should refer to the attached interim condensed consolidated financial statements and related notes and also to our annual report (Form 10-K) for the year ended December 31, 2004 as you read the following discussion.  We may make statements in this report that reflect our current expectation regarding future results of operations, performance and achievements.  These are “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995, and are based on our belief or interpretation of information currently available.  You should realize there are many risks and uncertainties that could cause actual results to differ materially from those described.  Some of the factors and events that are not within our control and could have a significant impact on future operating results are general economic conditions, cost and availability of diesel fuel, adverse weather conditions, competitive rate fluctuations, availability of drivers, adverse legal decisions and audits or tax assessments of various federal, state or local taxing authorities, including the Internal Revenue Service.  You should also refer to Item 7 of our annual report (Form 10-K) for the year ended December 31, 2004, for additional information on risk factors and other events that are not within our control.  Current and future changes in fuel prices could result in significant fluctuations of quarterly earnings.  Our future financial and operating results may fluctuate as a result of these and other risk factors as described from time to time in our filings with the Securities and Exchange Commission.

 

GENERAL

 

We are one of the largest full-load transportation companies in North America.  We operate three distinct, but complementary, business segments and provide a wide range of general and specifically tailored freight and logistics services to our customers.  We generate revenues primarily from the actual movement of freight from shippers to consignees and from serving as a logistics provider by offering or arranging for others to provide the transportation service.  We account for our business on a calendar year basis with our full year ending on December 31 and our quarterly reporting periods ending on March 31, June 30 and September 30.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

The preparation of our financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that impact the amounts reported in our consolidated financial statements and accompanying notes.  Therefore, the reported amounts of assets, liabilities, revenues, expenses and associated disclosures of contingent assets and liabilities are affected by these estimates.  We evaluate these estimates on an ongoing basis, utilizing historical experience, consultation with experts and other methods considered reasonable in the particular circumstances.  Nevertheless, actual results may differ significantly from our estimates.  Any effects on our business, financial position or results of operations resulting from revisions to these estimates are recognized in the accounting period in which the facts that give rise to the revision become known.

 

We consider our critical accounting policies and estimates to be those that require us to make more significant judgments and estimates when we prepare our financial statements and include the following:

 

Workers’ Compensation and Accident Costs

 

We purchase insurance coverage for a portion of expenses related to employee injuries (workers’ compensation), vehicular collisions and accidents and cargo claims.  Most insurance arrangements include a level of self-insurance (deductible) coverage applicable to each claim, but provide an umbrella policy to limit our exposure to catastrophic claim costs that are completely insured.  The amounts of self-insurance change from time to time based on certain measurement dates and policy expiration dates.  We are self-insured for a portion of our claims exposure resulting from cargo loss, personal injury, property damage, workers’

 

11



 

compensation and health claims for amounts up to the first $2 million for auto accidents and $1 million for workers’ compensation claims.

 

Our claims accrual policy for all self-insured claims is to recognize a liability at the time of the incident based on our analysis of the nature and severity of the claims, analyses provided by third-party claims administrators, as well as legal, economic and regulatory factors.  Our safety and claims personnel work directly with representatives from the insurance companies to continually update the estimated cost of each claim.  The ultimate cost of a claim develops over time as additional information regarding the nature, timing and extent of damages claimed becomes available.  Accordingly, we use an actuarial method to develop current claim information to derive an estimate of our ultimate claim liability.  This process involves the use of loss-development factors based on our historical claims experience.  In doing so, the recorded ultimate liability considers future claims growth and provides an allowance for incurred-but-not-reported claims.  We do not discount our estimated losses.  We are also substantially self-insured for loss of and damage to our owned and leased revenue equipment.  At June 30, 2005, we had approximately $17.7 million of estimated claims payable.  In addition, we are required to pay certain advanced deposits and monthly premiums.  At June 30, 2005, we had a prepaid insurance asset of approximately $61.1 million, which represented pre-funded claims and premiums.

 

Revenue Equipment

 

We operate a significant number of tractors, trailers and containers in connection with our business.  This equipment may be purchased or acquired under capital or operating lease agreements.  In addition, we may rent revenue equipment from third parties and various railroads under short-term rental arrangements.  Revenue equipment which is purchased is depreciated on the straight-line method over the estimated useful life down to an estimated salvage or trade-in value.  Equipment acquired under capital leases is initially recorded at the net present value of the minimum lease payments and amortized on the straight-line method over the lease term or the estimated useful life, whichever is shorter.  We had no revenue equipment under capital lease arrangements at June 30, 2005.

 

We have an agreement with our primary tractor supplier for guaranteed residual or trade-in values for certain new equipment acquired since 1999.  We have utilized the guaranteed trade-in values as well as other operational information, such as anticipated annual miles, in accounting for purchased and leased tractors.  If our tractor supplier was unable to perform under the terms of our agreement for guaranteed trade-in values, it could have a materially negative impact on our financial results.

 

Revenue Recognition

 

We recognize revenue based on the relative transit time of the freight transported.  Accordingly, a portion of the total revenue which will be billed to the customer once a load is delivered is recognized in each reporting period based on the percentage of the freight pickup and delivery service that has been completed at the end of the reporting period.

 

Segments

 

We operated three segments during the six months ended June 30, 2005.  The operation of each of these businesses is described in footnote (11) of our annual report (Form 10-K) for the year ended December 31, 2004.

 

12



 

RESULTS OF OPERATIONS

 

Comparison of Second Quarter 2005 to Second Quarter 2004

 

Summary of Operating Segments Results

For The Three Months Ended June 30

(dollars in millions)

 

 

 

Operating Revenue

 

Operating Income

 

 

 

2005

 

2004

 

% Change

 

2005

 

2004

 

JBT

 

$

246

 

$

233

 

6

%

$

27.1

 

$

29.2

 

JBI

 

309

 

263

 

17

 

38.5

 

31.8

 

DCS

 

209

 

187

 

12

 

27.0

 

17.8

 

Other

 

 

 

 

.4

 

.4

 

Subtotal

 

764

 

683

 

12

%

93.0

 

79.2

 

Inter-segment eliminations

 

(5

)

(4

)

 

 

 

Total

 

$

759

 

$

679

 

12

%

$

93.0

 

$

79.2

 

 

Overview

 

Our total consolidated operating revenue for the second quarter of 2005 was $759 million, an increase of approximately 12% over the $679 million in the second quarter of 2004.  Fuel surcharge had an impact on this comparison.  If the amount of fuel surcharge revenue was excluded from both the 2005 and 2004 periods, consolidated operating revenue would have increased by 7%.

 

JBT segment revenue totaled $246 million for the second quarter of 2005, an increase of 6% over the $233 million in the second quarter of 2004.  If the amount of fuel surcharge revenue was excluded from both the 2005 and 2004 periods, segment revenue would have increased 1%.  This 1% increase in revenue was primarily a result of an approximate 4.6% increase in revenue per loaded mile, exclusive of fuel surcharges, partly offset by a 3% decline in miles per tractor and by a small decline in the size of the tractor fleet.  While the rise in 2005 revenue per loaded mile represented more than an $11 million increase in operating income, higher costs such as driver wages, equipment ownership and driver recruiting, the rapid increase of fuel costs, as well as lower equipment utilization, more than offset this increase in revenue.  In spite of some lower costs, such as accident and workers’ compensation in the current quarter, JBT segment operating income declined to $27.1 million in 2005, from $29.2 million in 2004.  The operating ratio of the JBT segment was 89.0% in 2005 and 87.5% in 2004.

 

JBI segment revenue increased 17%, to $309 million during the second quarter of 2005, compared with $263 million in 2004.  If the amount of fuel surcharge revenue was excluded from both the 2005 and 2004 periods, the increase in JBI revenue would have been 12%.  This 12% increase in segment revenue was primarily a result of 6.8% higher revenue per loaded mile, exclusive of fuel surcharges, and a 3% increase in load volume.  Operating income of the JBI segment rose to $38.5 million in the second quarter of 2005 from $31.8 million in 2004, primarily due to the increase in revenue.  The operating ratio of the JBI segment was 87.5% in 2005 and 87.9% in 2004.

 

DCS segment revenue grew 12%, to $209 million in 2005, from $187 million in 2004.  If fuel surcharge revenue was excluded from both the 2005 and 2004 periods, the increase in DCS revenue would have been 7%.  This 7% increase in DCS segment revenue was driven by a 4% increase in the size of the tractor fleet and a 3% increase in net revenue per tractor, excluding fuel surcharges.  Operating income of our DCS segment climbed to $27.0 million in 2005, from $17.8 million in 2004.  The DCS operating ratio was 87.1% in 2005 and 90.5% in 2004.  The improvement in current year operating income was primarily a result of higher rates and revenue per tractor, partly offset by increases in driver compensation, as well as, equipment ownership and operating expenses, such as tolls.

 

13



 

The following table sets forth items in our Condensed Consolidated Statements of Earnings as a percentage of operating revenues and the percentage increase or decrease of those items as compared with the prior period.

 

 

 

Three Months Ended June 30

 

 

 

Percentage of

 

Percentage Change

 

 

 

Operating Revenues

 

Between Quarters

 

 

 

2005

 

2004

 

2005 vs. 2004

 

Operating revenues

 

100.0

%

100.0

%

11.8

%

Operating expenses

 

 

 

 

 

 

 

Salaries, wages and employee benefits

 

28.1

%

30.6

%

3.0

%

Rents and purchased transportation

 

33.4

 

32.6

 

14.3

 

Fuel and fuel taxes

 

11.8

 

9.8

 

34.3

 

Depreciation and amortization

 

5.3

 

5.4

 

9.2

 

Operating supplies and expenses

 

4.1

 

4.6

 

.4

 

Insurance and claims

 

1.7

 

2.3

 

(14.9

)

Operating taxes and licenses

 

1.2

 

1.3

 

6.5

 

General and administrative expenses, net of gains

 

1.4

 

1.0

 

65.8

 

Communication and utilities

 

.7

 

.8

 

(7.2

)

Total operating expenses

 

87.7

 

88.3

 

11.1

 

Operating income

 

12.3

 

11.7

 

17.5

 

Interest income

 

.0

 

.1

 

(74.9

)

Interest expense

 

.2

 

.4

 

(29.4

)

Equity in loss of associated companies

 

.2

 

.1

 

40.5

 

Earnings before income taxes

 

11.9

 

11.3

 

17.6

 

Income taxes

 

4.7

 

4.6

 

14.5

 

Net earnings

 

7.2

%

6.7

%

19.7

%

 

Consolidated Operating Expenses
 

Total operating expenses increased 11.1%, while operating revenues rose 11.8% during the second quarter of 2005, over the comparable period of 2004.  The combination of the change in these two categories resulted in our operating ratio improving by 60 basis points to 87.7% in 2005, from 88.3% in 2004.  As previously mentioned, the increase in revenue per loaded mile, exclusive of fuel surcharges, was the most significant factor that contributed to our improved operating income.  However, we incurred sizable increases in driver compensation and recruiting expenses, equipment ownership and operating costs, such as tolls, which partly offset the increase in revenue.

 

Salaries, wages and employee benefit costs increased 3.0% in 2005 over 2004, but declined to 28.1% of revenue in 2005, from 30.6% in 2004.  While we continue to increase various levels of driver compensation as required to attract and retain quality drivers, we, to date, have been able to recover the majority of these higher costs through rate increases.  Rents and purchased transportation costs rose 14.3% in 2005, primarily due to additional funds paid to railroads and drayage companies, related to our JBI business growth.

 

Fuel cost per gallon was approximately 34% higher in 2005, over 2004.  We have fuel surcharge programs in place with the majority of our customers that allow us to adjust charges relatively quickly when fuel costs change.  We were able to recover substantially all of our increased fuel costs experienced during the second quarter of 2005.  The 9.2% increase in depreciation and amortization expense was partly due to higher new tractor purchase prices.  While the size of our tractor fleet was essentially the same in 2005 and 2004, the higher cost of replacement tractors drove up our equipment ownership expense.

 

The 14.9% decline in insurance and claims costs was primarily a result of lower accident and claims experience in 2005.  We continue to make safety a primary focus item throughout our entire organization.  The category of general and administrative expenses includes driver recruiting and testing, legal and professional

 

14



 

fees and bad debt expense.  These mentioned expenses increased significantly in 2005.  Our legal and professional fees rose in 2005, primarily due to our arbitration dispute with the Burlington Northern Santa Fe Railroad (BNI).  Gains and losses on asset dispositions are also classified in this expense category.  We experienced a net gain of approximately $.8 million in 2005, compared with a $1.7 million gain in 2004.

 

Interest expense declined approximately $.7 million in 2005, due to reduced debt levels.  We also paid off all of our remaining capital lease obligations in late 2004.  We accrued approximately $.6 million of interest expense during the current quarter related to an income tax contingency.  Interest income also declined approximately $.7 million, as we utilized available cash in late 2004 to reduce debt and pay off our capital lease obligations.  In 2005, cash has been utilized to repurchase our stock.  Our effective income tax rate was 39.4% for the second quarter of 2005 and 40.5% in 2004.  In determining our quarterly provision for income taxes, we use an estimated annual effective tax rate, which is based on our expected annual income, statutory tax rates and best estimate of non-deductible and non-taxable items of income and expense and the ultimate outcome of tax audits.  The lower effective income tax rate in 2005 reflects changes in estimates of state income taxes and non-deductible and non-taxable items as they relate to expected annual income.  See “Risk Factors” for additional information on income taxes.

 

We expect our effective income tax rate to approximate 39.0% for calendar year 2005.

 

The equity in loss of associated company item on our consolidated statement of earnings reflects our share of the operating results for Transplace, Inc. (TPI).

 

Comparison of Six Months Ended June 30, 2005 to Six Months Ended June 30, 2004

 

Summary of Operating Segments Results

For The Six Months Ended June 30

(dollars in millions)

 

 

 

Operating Revenue

 

Operating Income

 

 

 

2005

 

2004

 

%Change

 

2005

 

2004

 

JBT

 

$

478

 

$

443

 

8

%

$

51.5

 

$

43.9

 

JBI

 

596

 

505

 

18

 

73.0

 

60.9

 

DCS

 

403

 

357

 

13

 

47.1

 

32.0

 

Other

 

 

 

 

.6

 

.6

 

Subtotal

 

1,477

 

1,305

 

13

%

172.2

 

137.4

 

Inter-segment eliminations

 

(9

)

(8

)

 

 

 

Total

 

$

1,468

 

$

1,297

 

13

%

$

172.2

 

$

137.4

 

 

Overview

 

Our total consolidated operating revenue for the six months ended June 30, 2005 was $1,468 million, an increase of approximately 13% over the $1,297 million in the comparable period of 2004.  Fuel surcharge revenue had an impact on this comparison.  The amount of fuel surcharge revenue billed during the six month period ended June 30, 2005, was $68.3 million more than the amount billed during the comparable period in 2004.  Excluding fuel surcharges, total operating revenue during the first half of 2005 increased 8% over 2004.

 

JBT segment revenue totaled $478 million for the six months ended June 30, 2005, an increase of 8% over the $443 million in the comparable period of 2004.  If the amount of fuel surcharge revenue was excluded from both the 2005 and 2004 periods, segment revenue would have increased 3%.  This 3% increase in revenue was primarily a result of an approximate 6.4% increase in revenue per loaded mile, exclusive of fuel surcharges, partly offset by a 2% decline in tractor utilization and a small decrease in the average size of the tractor fleet.  The increase in revenue per loaded mile, excluding fuel surcharges, contributed to the improvement in operating

 

15



 

income of the JBT segment.  The higher revenue per mile was primarily a result of rate increases and our capacity management activities.  The positive impact of revenue per mile was partly offset by increases in driver compensation and recruiting expenses, as well as equipment ownership, the rapid increase of fuel costs and higher operating expenses such as tolls.  Lower miles per tractor also negatively impacted operating income in the current quarter.  JBT operating income for the first half of 2005 was $51.5 million, compared with $43.9 million in 2004.  The operating ratio of the JBT segment was 89.2% in 2005 and 90.1% in 2004.

 

JBI segment revenue increased 18%, to $596 million during the first half of 2005, compared with $505 million in 2004.  If the amount of fuel surcharge revenue was excluded from both the 2005 and 2004 periods, the increase in JBI revenue would have been 13%.  This increase in revenue was driven by a strong pricing environment, with revenue per loaded mile, excluding fuel surcharge, up 6.9% in 2005 over the comparable period of 2004.  Load volume rose 3% over the prior year.  Operating income of the JBI segment rose to $73.0 million in the first half of 2005, compared with $60.9 million in 2004.  The operating ratio of the JBI segment was 87.8% in 2005 and 87.9% in 2004.

 

DCS segment revenue grew 13%, to $403 million in 2005, from $357 million in 2004.  If fuel surcharge revenue was excluded from both the 2005 and 2004 periods, the increase in DCS revenue would have been 9%.  This increase in DCS segment revenue was driven by a 6% increase in the size of the average tractor fleet and a 3% increase in net revenue per tractor, excluding fuel surcharge.  Operating income of our DCS segment climbed to $47.1 million in 2005, from $32.0 million in 2004.  The DCS operating ratio was 88.3% in 2005 and 91.0% in 2004.  Improvement in operating income was driven by higher revenue per tractor and reduced idle tractor count, partly offset by increases in equipment rental, driver compensation, revenue equipment ownership and toll expenses.

 

The following table sets forth items in our Condensed Consolidated Statements of Earnings as a percentage of operating revenues and the percentage increase or decrease of those items as compared with the prior period.

 

 

 

Six Months Ended June 30

 

 

 

Percentage of

 

Percentage Change

 

 

 

Operating Revenues

 

Between Periods

 

 

 

2005

 

2004

 

2005 vs. 2004

 

Operating revenues

 

100.0

%

100.0

%

13.2

%

Operating expenses

 

 

 

 

 

 

 

Salaries, wages and employee benefits

 

28.2

 

30.7

%

4.3

%

Rents and purchased transportation

 

33.5

 

32.8

 

15.8

 

Fuel and fuel taxes

 

11.7

 

10.1

 

32.1

 

Depreciation and amortization

 

5.4

 

5.7

 

7.5

 

Operating supplies and expenses

 

4.3

 

4.6

 

5.1

 

Insurance and claims

 

1.7

 

2.2

 

(12.5

)

Operating taxes and licenses

 

1.2

 

1.3

 

4.2

 

General and administrative expenses, net of gains

 

1.4

 

1.2

 

36.4

 

Communication and utilities

 

.8

 

.9

 

(3.6

)

Total operating expenses

 

88.3

 

89.4

 

11.8

 

Operating income

 

11.7

 

10.6

 

25.3

 

Interest income

 

.0

 

.1

 

(69.7

)

Interest expense

 

.2

 

.4

 

(42.1

)

Equity in loss of associated companies

 

.1

 

.1

 

54.4

 

Earnings before income taxes

 

11.4

 

10.2

 

26.7

 

Income taxes

 

4.4

 

4.1

 

22.0

 

Net earnings

 

7.0

%

6.1

%

29.9

%

 

16



 

Consolidated Operating Expenses

 

Total operating expenses during the six month period ended June 30, 2005 increased 11.8% over the comparable period of 2004.  Operating revenues rose 13.2% during this same period.  The combination of the change in these two categories resulted in our operating ratio improving by 110 basis points to 88.3% in 2005, from 89.4% in 2004.  The total cost of salaries, wages and employee benefits increased 4.3% in 2005.  However, this expense category declined to 28.2% of operating revenues in 2005, from 30.7% in 2004.  While we experienced some increases in driver compensation and other wages and benefits costs during the first half of 2005, the primary reasons for this expense category decline as a percentage of revenue were higher revenue per loaded mile and continued growth of Intermodal volume.  Rents and purchased transportation costs rose 15.8% in 2005, primarily due to additional funds paid to railroads and drayage companies, related to JBI business growth.

 

The 32.1% increase in fuel and fuel taxes was primarily a result of fuel prices averaging about 32% higher in 2005 and a slight decline in miles per gallon.  The higher fuel costs in 2005 were substantially recovered through additional fuel surcharges billed to our customers.  While rapid changes in fuel cost per gallon may result in certain timing differences of fuel costs and fuel surcharges between accounting periods, we have been able to recover the majority of our higher 2005 fuel costs per gallon.  The 7.5% increase in depreciation and amortization expense was partly due to higher new tractor purchase prices.  The 12.5% decline in insurance and claims expenses was primarily due to reduced claims costs and reflects our continued focus on safety throughout the organization.

 

The significant increase in general and administrative expenses reflects higher driver recruiting and testing expenses, legal and professional fees and bad debt costs.  Our legal and professional fees rose in 2005, primarily due to our arbitration dispute with BNI.  Gains and losses on asset dispositions are also classified in this expense category.  We recognized a net gain of $1.9 million in 2005, compared with a $.3 million loss in 2004.  Interest expense declined approximately $3.3 million in 2005, due to reduced debt levels.  We also paid off all of our remaining capital lease obligations in late 2004.  We accrued $1.2 million of interest expense during the first six months of 2005 related to our income tax contingency.  Interest income also declined in 2005, as we utilized available cash in late 2004 to reduce debt and pay off our capital lease obligations.  In 2005, cash has been utilized to repurchase our stock.  Our effective income tax rate was 39.0% in 2005 and 40.5% in 2004.  The lower effective income tax rate in 2005 reflects changes in estimates of state income taxes and non-deductible and non-taxable items as they relate to expected annual income.

 

The equity in loss of associated company item on our consolidated statement of earnings reflects our share of the operating results for TPI.

 

Liquidity and Capital Resources

 

Cash Flow

 

We typically generate significant amounts of cash from operating activities.  Net cash provided by operating activities totaled $142 million during the first six months of 2005, compared with $187 million for the same period of 2004.  Our higher level of net earnings, relative to 2004, positively impacted net cash provided by operating activities.  However, this and other increases in cash were more than offset by changes in deferred income taxes, an increase in accounts receivable, decreases in accounts payable and accrued payroll and other accrued expenses, all of which reduced net cash provided during the current six months.  We also paid approximately $42 million for estimated 2005 income taxes during the current quarter.  Net cash used in investing activities was $93 million in 2005, compared with $155 million in 2004.  The lower level of cash used in investing activities during the current six month period was primarily due to fewer new tractors being purchased or upgraded relative to 2004.  Net cash used in financing activities was $68 million in 2005 and $52 million in 2004.  Cash was used to purchase treasury stock and pay dividends during the current six month period.  The majority of this cash was provided from our revolving line of credit and operating cash flow.  We

 

17



 

have reclassified certain amounts from our 2004 financial statements so they will be consistent with the way we have classified amounts in 2005.

 

Selected Balance Sheet Data

 

 

 

As of

 

 

 

June 30, 2005

 

December 31, 2004

 

June 30, 2004

 

Working capital ratio

 

1.61

 

1.51

 

1.08

 

 

 

 

 

 

 

 

 

Current maturities of long-term debt, current installments of obligations under capital leases and line-of-credit borrowings (millions)

 

 

—-

 

$

127

 

 

 

 

 

 

 

 

 

Total debt, obligations under capital leases and line-of-credit borrowings (millions)

 

$

67.3

 

 

$

127

 

 

 

 

 

 

 

 

 

Total debt to equity

 

.08

 

 

.16

 

 

 

 

 

 

 

 

 

Total debt as a ratio to total capital

 

.07

 

 

.14

 

 

At December 31, 2004, we had no balance sheet debt.  During the first six months of 2005, we utilized $67.3 million of net borrowings under our revolving line of credit to fund approximately $122 million of treasury stock purchases and to pay our regular quarterly dividends.

 

Liquidity

 

Our need for capital typically has resulted from the acquisition of revenue equipment to support growth and the replacement of older tractors and trailing equipment with new, late model equipment.  We are frequently able to accelerate or postpone some equipment replacements depending on market conditions.  In the past we have obtained capital through public stock offerings, debt financing, revolving lines of credit and cash generated from operations.  We have also utilized capital and operating leases, from time to time, to acquire revenue equipment.  Equipment acquired under capital leases is initially recorded at the net present value of the minimum lease payments.  We had an agreement with our primary tractor supplier for guaranteed residual or trade-in values for certain equipment on capitalized leases.  We have utilized these values in previous periods in accounting for these capitalized leases.  We had no obligations outstanding under capital lease arrangements at June 30, 2005.  To date, none of our operating leases contain any guaranteed residual value clauses.

 

At June 30, 2005, we were authorized to borrow up to $150 million under a revolving line of credit and had $67.3 million outstanding under that agreement.  The agreement, which expires in April of 2010, provides for borrowing rates based on either the prime rate, or LIBOR, plus an applicable margin based on the level of borrowings.

 

We have spent approximately $122.4 million on stock repurchases through June 30, 2005. We have authorization to spend an additional $477.6 million to repurchase our common stock through April 2010.

 

We believe that our liquid assets, cash generated from operations and revolving line of credit will provide sufficient funds for our operating and capital requirements for the foreseeable future.

 

18



 

 

 

Contractual Cash Obligations

 

 

 

As of June 30, 2005

 

 

 

Amounts Due by Period

 

 

 

(dollars in millions)

 

 

 

 

 

One Year

 

One To

 

Four To

 

After

 

 

 

Total

 

Or Less

 

Three Years

 

Five Years

 

Five Years

 

Operating leases

 

$

129

 

$

52

 

$

69

 

$

5

 

$

3

 

Revolving line of credit

 

67

 

 

 

67

 

 

Subtotal

 

$

196

 

$

52

 

$

69

 

$

72

 

$

3

 

Commitments to acquire revenue equipment

 

108

 

108

 

 

 

 

Facilities

 

3

 

3

 

 

 

 

Total

 

$

307

 

$

163

 

$

69

 

$

72

 

$

3

 

 

 

 

Financing Commitments Expiring By Period

 

 

 

As of June 30, 2005

 

 

 

(dollars in millions)

 

 

 

 

 

One Year

 

One To

 

Four To

 

After

 

 

 

Total

 

Or Less

 

Three Years

 

Five Years

 

Five Years

 

Revolving credit arrangements

 

$

150

 

$

 

$

 

$

150

 

$

 

Standby letters of credit

 

19

 

19

 

 

 

 

Total

 

$

169

 

$

19

 

$

 

$

150

 

$

 

 

Our net capital expenditures were $84 million during the first six months of 2005, compared with $154 million for the same period of 2004.  As mentioned above, the reduced level of capital expenditures in 2005 was primarily due to fewer tractor purchases and upgrades.  We are currently committed to spend approximately $110 million, net of $54 million of expected proceeds from sale or trade-in allowances, on revenue equipment and construction of new facilities.

 

Risk Factors

 

You should refer to Item 7 of our annual report (Form 10-K) for the year ended December 31, 2004, under the caption “Risk Factors” for specific details on the following factors and events that are not within our control and could affect our financial results.

 

      Our business is subject to general economic and business factors that are largely out of our control, any of which could have a material adverse effect on our results of operations.

 

      We operate in a highly competitive and fragmented industry.  Numerous factors could impair our ability to maintain our current profitability and to compete with other carriers and private fleets.

 

      We derive a significant portion of our revenue from a few major customers, the loss of one or more of which could have a material adverse effect on our business.

 

      We depend on third parties in the operation of our business.

 

      We are currently engaged in an arbitration process with the Burlington Northern Santa Fe Railroad (BNI) to clarify certain financial and operating terms in our Joint Service Agreement (JSA).

 

19



 

As previously reported, we are currently engaged in an arbitration process with the BNI to clarify certain financial and operating terms in our JSA.  BNI provides a significant amount of rail transportation services to our JBI business segment.  The JSA is an agreement between BNI and us, which was signed in 1996, and defines a number of financial and operating arrangements relative to our intermodal business.  The JSA specifies arbitration as the method of resolving disagreements if a mediation process does not result in resolution.  We were unable to resolve our differences with BNI through mediation during the second quarter of 2004.

 

The current arbitration process commenced on July 7, 2004.  According to the JSA, any amounts due us or payable to BNI, including professional fees, determined through the arbitration process, could be retroactive to July 7, 2004.  Both parties have continued to exchange and analyze data during late 2004 and early 2005.  Formal arbitration proceedings commenced on April 18, 2005.  At this time, we are unable to reasonably predict the outcome of this process and, as such, no gain or loss contingency can be determined to be recorded or disclosed.  Normal commercial business activity between the parties, including load tendering, load tracing, billing and payments, continues on a timely basis.

 

      Difficulty in attracting drivers could affect our profitability and ability to grow.

 

      Ongoing insurance and claims expenses could significantly reduce our earnings.

 

      The Internal Revenue Service (IRS) has proposed to disallow the tax benefits associated with certain sale-and-leaseback transactions.

 

In 1999, we entered into a series of transactions effecting a sale and leaseback of a portion of our Intermodal container and chassis fleet for a selling price of approximately $175 million.  This transaction was examined by the IRS in an audit of our 1998 and 1999 tax returns.  In December 2003, we received an IRS Notice of Proposed Assessment which disallows the tax benefits associated with these transactions, and as a result, we have filed an appeal in the matter.  We have had preliminary discussions with the IRS Appeals Division and have been informed that the IRS Examination Division has been instructed to perform additional work since their case had not been developed adequately for the appellate hearing.  To date, we have not been contacted by the IRS Examination Division to provide any additional information for their review.  If a resolution of the matter cannot be reached in the appeals process, the IRS will forward a 90 day letter, also known as a Notice of Deficiency. A resolution of the dispute could occur at any point in the administrative process or could extend through a trial and court appeals.  If we are unsuccessful in defending this transaction, we could owe additional taxes and interest.  In 2003, after receiving the IRS Notice of Proposed Assessment and reviewing applicable accounting literature, we reversed the 2003 expected non-cash tax benefits of approximately $7.7 million recognized during 2003, and suspended any further recognition of the benefit.  Based on events occurring subsequent to December 31, 2004, we established a reserve for a contingent tax liability of $33.6 million at December 31, 2004.  The liability for this contingency, which included estimated interest expense, was included on our consolidated balance sheet at December 31, 2004 as a long-term liability.  We accrued approximately $1.2 million of interest expense during the first six months of 2005 related to this contingency.  We continue to believe our tax positions comply with applicable tax law for which we received advice and opinions from our then external public accountants and attorneys prior to entering into these transactions and we continue to vigorously defend against the IRS position using all administrative and legal processes available.  If the IRS were successful in disallowing 100% of the tax benefit from this transaction, the total ultimate impact on liquidity could be approximately $44 million, excluding interest.

 

      Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties.

 

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      We operate in a highly regulated industry, and increased direct and indirect costs of compliance with, or liability for violation of, existing or future regulations could have a material adverse effect on our business.

 

      Rapid changes in fuel costs can impact our periodic financial results.

 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Our earnings are affected by changes in short-term interest rates as a result of our use of revolving lines of credit.  From time to time we utilize interest rate swaps to mitigate the effects of interest rate changes; none were outstanding at June 30, 2005.  Risk can be estimated by measuring the impact of a near-term adverse movement of 10% in short-term market interest rates.  If short-term market interest rates average 10% more during the next twelve months, there would be no material adverse impact on our results of operations based on variable rate debt outstanding at June 30, 2005.

 

Although we conduct business in foreign countries, international operations are not material to our consolidated financial position, results of operations or cash flows.  Additionally, foreign currency transaction gains and losses were not material to our results of operations for the three and six months ended June 30, 2005.  Accordingly, we are not currently subject to material foreign currency exchange rate risks from the effects that exchange rate movements of foreign currencies would have on our future costs or on future cash flows we would receive from its foreign investment.  To date, we have not entered into any foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuation in foreign currency exchange rates.

 

ITEM 4.  CONTROLS AND PROCEDURES

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our internal controls and disclosure controls.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2005, in alerting them on a timely basis to material information required to be disclosed by us in our periodic reports to the Securities and Exchange Commission.

 

In addition, there were no changes in our internal control over financial reporting during our first six months of 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

21



 

PART II

 

OTHER INFORMATION

 

Item 1.            Legal Proceedings

 

We are currently engaged in an arbitration process with the Burlington Northern Santa Fe Railroad (BNI) to clarify certain financial and operating terms in our Joint Service Agreement (JSA).  See “Risk Factors” for additional information on this matter.

 

We are involved in certain other claims and pending litigation arising from the normal conduct of business.  Based on the present knowledge of the facts and, in certain cases, opinions of outside counsel, we believe the resolution of these claims and pending litigation will not have a material adverse effect on our financial condition, our results of operations or liquidity.

 

Item 2.            Changes in Securities

 

The following tables provide information regarding our purchases of J.B. Hunt Transport Services, Inc. common stock during the periods indicated.

 

The following purchases were made pursuant to a program adopted by our Board of Directors on December 14, 2004.  At that time our Board authorized the purchase of up to $100 million worth of our common stock.

 

 

 

Total Number of

 

Average Price

 

Authorization

 

Period

 

Shares Purchased

 

Paid Per Share

 

Remaining

 

1/1/2005-1/31/2005

 

 

748,800

 

$

20.87

 

$

84,372,764

 

2/1/2005-2/28/2005

 

 

2,889,200

 

22.38

 

$

19,713,987

 

3/1/2005-3/31/2005

 

 

889,500

 

22.16

 

$

1,682

 

Total

 

 

4,527,500

 

 

 

$

1,682

 

 

The following purchases were made pursuant to a program adopted by our Board of Directors on April 21, 2005.  This program authorized the purchase of up to $500 million of our common stock over the next five years.

 

 

 

Total Number of

 

Average Price

 

Authorization

 

Period

 

Shares Purchased

 

Paid Per Share

 

Remaining

 

4/1/2005-4/30/2005

 

 

350,000

 

$

19.71

 

$

493,102,680

 

5/1/2005-5/31/2005

 

 

350,000

 

19.68

 

$

486,214,475

 

6/1/2005-6/30/2005

 

 

457,165

 

18.90

 

$

477,575,035

 

Total

 

 

1,157,165

 

 

 

$

477,575,035

 

 

Item 3.            Defaults Upon Senior Securities

 

None applicable.

 

22



 

Item 4.            Submission of Matters to a Vote of Security Holders

 

None applicable.

 

Item 5.            Other Information

 

None applicable.

 

Item 6.            Exhibits and Reports on Form 8-K

 

a)

 

Exhibits

 

 

 

 

 

31.1

Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

31.2

Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

32.1

Certification by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

32.2

Certification by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

b)

 

Reports on Form 8-K

 

 

 

 

 

On May 3, 2005 we filed a current report on Form 8-K announcing that we had terminated a three-year, $150 million revolving line of credit and had executed a new, five-year $150 million revolving line-of-credit agreement.

 

 

 

 

 

On July 19, 2005 we filed a current report on Form 8-K announcing our financial results for the second quarter ended June 30, 2005.

 

23



 

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, in the city of Lowell, Arkansas, on the 22nd day of July, 2005.

 

 

 

J.B. HUNT TRANSPORT SERVICES, INC.

 

 

(Registrant)

 

 

 

 

 

 

BY:

/s/ Kirk Thompson

 

 

 

Kirk Thompson

 

 

President and Chief Executive Officer

 

 

 

 

 

BY:

/s/ Jerry W. Walton

 

 

 

Jerry W. Walton

 

 

Executive Vice President, Finance and
Administration,
Chief Financial Officer

 

 

 

 

 

BY:

/s/ Donald G. Cope

 

 

 

Donald G. Cope

 

 

Senior Vice President, Controller,
Chief Accounting Officer

 

24