-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TjInH4pxc7aXz07z9XLTsRzS/J5oIUVtxGpmQn0FuaqMLS1xmSo+trgPnnjiZfgX H1j+VS33XM8ITSvx8XCf9g== 0001104659-08-028298.txt : 20080430 0001104659-08-028298.hdr.sgml : 20080430 20080430122648 ACCESSION NUMBER: 0001104659-08-028298 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080430 DATE AS OF CHANGE: 20080430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUNT J B TRANSPORT SERVICES INC CENTRAL INDEX KEY: 0000728535 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 710335111 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-11757 FILM NUMBER: 08788724 BUSINESS ADDRESS: STREET 1: 615 JB HUNT CORPORATE DR CITY: LOWELL STATE: AR ZIP: 72745 BUSINESS PHONE: 5018200000 10-Q 1 a08-11460_110q.htm QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(D)

 

FORM 10-Q

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

(Mark One)

 

x

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

 

For the Quarter Ended March 31, 2008

 

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)

 

www.jbhunt.com

(Registrant’s web site)

 

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 x

 

No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x           Accelerated filer o         Non-accelerated filer o          Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

 

Yes o

 

No x

 

The number of shares of the registrant’s $0.01 par value common stock outstanding on March 31, 2008 was 124,723,840.

 

 



 

J.B. HUNT TRANSPORT SERVICES, INC.

 

Form 10-Q

For The Quarter Ended March 31, 2008

Table of Contents

 

 

 

 

Page

 

 

 

 

Part I.     Financial Information

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

 

 

Condensed Consolidated Statements of Earnings for the Three Months Ended March 31, 2008 and 2007

 

3

 

 

 

 

 

Condensed Consolidated Balance Sheets as of March 31, 2008 and December 31, 2007

 

4

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007

 

5

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements as of March 31, 2008

 

6

 

 

 

 

Item 2.

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

 

11

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

166

 

 

 

 

Item 4.

Controls and Procedures

 

177

 

 

 

 

Part II.     Other Information

 

 

 

 

Item 1.

Legal Proceedings

 

17

 

 

 

 

Item 1A.

Risk Factors

 

17

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

177

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

177

 

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

17

 

 

 

 

Item 5.

Other Information

 

18

 

 

 

 

Item 6.

Exhibits

 

18

 

 

 

 

Signatures

 

 

19

 

 

 

 

Exhibits

 

 

20

 

2



 

Part I.    Financial Information

 

ITEM 1.   FINANCIAL STATEMENTS

 

J.B. HUNT TRANSPORT SERVICES, INC.

 

Condensed Consolidated Statements of Earnings

(in thousands, except per share amounts)

(unaudited)

 

 

 

Three Months Ended March 31

 

 

 

2008

 

2007

 

 

 

 

 

 

 

Operating revenues, excluding fuel surcharge revenues

 

$

724,170

 

$

706,472

 

Fuel surcharge revenues

 

154,213

 

90,979

 

Total operating revenues

 

878,383

 

797,451

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Rents and purchased transportation

 

330,676

 

266,510

 

Salaries, wages and employee benefits

 

213,635

 

219,225

 

Fuel and fuel taxes

 

134,001

 

105,045

 

Depreciation and amortization

 

50,539

 

49,520

 

Operating supplies and expenses

 

36,797

 

36,561

 

Insurance and claims

 

17,802

 

17,303

 

General and administrative expenses, net of asset dispositions

 

9,531

 

9,076

 

Operating taxes and licenses

 

8,053

 

8,379

 

Communication and utilities

 

5,294

 

5,433

 

Total operating expenses

 

806,328

 

717,052

 

Operating income

 

72,055

 

80,399

 

Interest income

 

244

 

236

 

Interest expense

 

11,750

 

7,591

 

Equity in loss of affiliated company

 

855

 

515

 

Earnings before income taxes

 

59,694

 

72,529

 

Income taxes

 

23,281

 

28,359

 

Net earnings

 

$

36,413

 

$

44,170

 

 

 

 

 

 

 

Weighted average basic shares outstanding

 

124,657

 

142,969

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.29

 

$

0.31

 

 

 

 

 

 

 

Weighted average diluted shares outstanding

 

127,914

 

146,474

 

 

 

 

 

 

 

Diluted earnings per share

 

$

0.28

 

$

0.30

 

 

 

 

 

 

 

Dividends declared per common share

 

$

0.10

 

$

0.09

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

3



 

J.B. HUNT TRANSPORT SERVICES, INC.

 

Condensed Consolidated Balance Sheets

(in thousands)

 

 

 

March 31, 2008

 

December 31, 2007

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

16,218

 

$

14,957

 

Accounts receivable, net

 

340,420

 

330,202

 

Assets held for sale

 

33,214

 

39,747

 

Prepaid expenses and other

 

81,805

 

103,988

 

Total current assets

 

471,657

 

488,894

 

Property and equipment, at cost

 

2,103,202

 

2,080,893

 

Less accumulated depreciation

 

727,682

 

722,170

 

Net property and equipment

 

1,375,520

 

1,358,723

 

Other assets

 

10,892

 

15,129

 

 

 

$

1,858,069

 

$

1,862,746

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

164,000

 

$

234,000

 

Trade accounts payable

 

189,164

 

189,986

 

Claims accruals

 

18,768

 

19,402

 

Accrued payroll

 

44,120

 

34,310

 

Other accrued expenses

 

20,719

 

26,664

 

Deferred income taxes

 

20,039

 

20,070

 

Total current liabilities

 

456,810

 

524,432

 

 

 

 

 

 

 

Long-term debt

 

701,200

 

679,100

 

Other long-term liabilities

 

36,391

 

34,453

 

Deferred income taxes

 

292,471

 

281,564

 

Stockholders’ equity

 

371,197

 

343,197

 

 

 

$

1,858,069

 

$

1,862,746

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

4



 

J.B. HUNT TRANSPORT SERVICES, INC.

 

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

 

Three Months Ended March 31

 

 

 

2008

 

2007

 

Cash flows from operating activities:

 

 

 

 

 

Net earnings

 

$

36,413

 

$

44,170

 

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

 

 

 

 

 

Depreciation and amortization

 

50,539

 

49,520

 

Share-based compensation

 

2,810

 

2,043

 

Gain on sale of revenue equipment and other

 

(208

)

(326

)

Provision (benefit) for deferred income taxes

 

10,876

 

(8,603

)

Equity in loss of affiliated company

 

855

 

515

 

Changes in operating assets and liabilities:

 

 

 

 

 

Trade accounts receivable

 

(7,048

)

16,500

 

Income tax payable

 

788

 

25,246

 

Other assets

 

19,106

 

15,608

 

Trade accounts payable

 

(796

)

4,490

 

Claims accruals

 

(634

)

(1,526

)

Accrued payroll and other accrued expenses

 

4,187

 

6,558

 

Net cash provided by operating activities

 

116,888

 

154,195

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Additions to property and equipment

 

(82,736

)

(104,731

)

Net proceeds from sale of equipment

 

22,284

 

10,173

 

Net distributions of available for sale investments

 

2,936

 

0

 

Decrease (increase) in other assets

 

211

 

(299

)

Net cash used in investing activities

 

(57,305

)

(94,857

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from issuance of long-term debt

 

0

 

200,000

 

Payments on long-term debt

 

(3,500

)

(3,500

)

Net repayments on revolving lines of credit

 

(44,427

)

(143,900

)

Issuance (purchase) of treasury stock and other

 

689

 

(101,661

)

Tax benefit on stock options exercised

 

1,378

 

4,813

 

Dividends paid

 

(12,462

)

(12,977

)

Net cash used in financing activities

 

(58,322

)

(57,225

)

Net increase in cash and cash equivalents

 

1,261

 

2,113

 

Cash and cash equivalents at beginning of period

 

14,957

 

7,371

 

Cash and cash equivalents at end of period

 

$

16,218

 

$

9,484

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

Interest

 

$

17,693

 

$

7,119

 

Income taxes

 

$

9,521

 

$

16,741

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

5



 

J.B. HUNT TRANSPORT SERVICES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

1.              General

 

Basis of Presentation

 

The accompanying unaudited interim Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information.  We believe such statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of our financial position, results of operations and cash flows at the dates and for the periods indicated.  Pursuant to the requirements of the Securities and Exchange Commission (SEC) applicable to quarterly reports on Form 10-Q, the accompanying financial statements do not include all disclosures required by GAAP for annual financial statements.  While we believe the disclosures presented are adequate to make the information not misleading, these unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2007.  Operating results for the periods presented in this report are not necessarily indicative of the results that may be expected for the calendar year ending December 31, 2008, or any other interim period.  Our business is somewhat seasonal with slightly higher freight volumes typically experienced during the months of August through early November.

 

Recent Accounting Pronouncements

 

Effective January 1, 2008, we adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements (FAS 157) and Statement of Financial Account Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115 (FAS 159).  See Note 7, Fair Value Measurements, for the impact of this adoption.  In February 2008, the FASB issued FASB Staff Position FAS 157-2, Effective Date of FASB Statement No. 157, which delayed the effective date of FAS 157 for all non-financial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, until January 1, 2009.  We have not yet determined the impact that the implementation of FAS 157 will have on our non-financial assets and liabilities which are not recognized on a recurring basis; however, we do not anticipate adoption to significantly impact our consolidated financial statements.

 

2.              Earnings Per Share

 

We compute basic earnings per share by dividing net earnings available to common stockholders by the actual 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 unvested restricted share units exercised or converted their holdings into common stock.  The dilutive effect of stock options and restricted share units was 3.3 million shares during the first quarter 2008, compared to 3.5 million shares during first quarter 2007.

 

3.              Share-Based Compensation

 

The following table summarizes the components of our share-based compensation program expense (in thousands):

 

6



 

 

 

Three Months Ended
March 31

 

 

 

2008

 

2007

 

Stock options:

 

 

 

 

 

Pre-tax compensation expense

 

$

644

 

$

1,002

 

Tax benefit

 

251

 

392

 

Stock option expense, net of tax

 

$

393

 

$

610

 

Restricted share units:

 

 

 

 

 

Pre-tax compensation expense

 

$

2,166

 

$

1,042

 

Tax benefit

 

845

 

407

 

Restricted share unit expense, net of tax

 

$

1,321

 

$

635

 

 

As of March 31, 2008, we had $12.8 million and $32.1 million of total unrecognized compensation expense related to nonstatutory stock options and restricted share units, respectively, which is expected to be recognized over the remaining weighted-average period of approximately 2.64 years for stock options and 2.77 years for restricted share units.

 

4.    Debt

 

Long-term debt consists of the following (in millions):

 

 

 

March 31, 2008

 

December 31, 2007

 

Revolving lines of credit

 

$

386.2

 

$

430.6

 

Senior notes

 

400.0

 

400.0

 

Term loan

 

79.0

 

82.5

 

Less current portion of long-term debt

 

(164.0

)

(234.0

)

Total long-term debt

 

$

701.2

 

$

679.1

 

 

Revolving Lines of Credit

 

At March 31, 2008, we were authorized to borrow up to a total of $575 million under two different revolving lines of credit. The first line of credit is supported by a credit agreement with a group of banks for a total amount of $350 million, expiring March 29, 2012. The applicable interest rate under this agreement is based on either the prime rate or LIBOR, depending upon the specific type of borrowing, plus a margin based on the level of borrowings and our credit rating. At March 31, 2008, we had $236.2 million outstanding at an average interest rate of 3.91% under this agreement.

 

Our second line of credit is an Accounts Receivable Securitization program with a revolving credit facility up to $225 million, which matures July 28, 2008.  The applicable interest rate under this agreement is the prevailing A1/P1 commercial paper rate in the market. At March 31, 2008, we had $150.0 million outstanding at an average interest rate of 3.59% under this agreement.

 

Senior Notes

 

Our senior notes consist of two separate issuances.  The first is $200 million of 5.31% senior notes, which mature March 29, 2011.  Interest payments are due semiannually in March and September of each year.  The second is $200 million of 6.08% senior notes, which mature July 26, 2014.  For this second issuance, principal payments in the amount of $50.0 million are due July 26, 2012 and July 26, 2013, with the remainder due upon maturity.  Interest payments are due semiannually in January and July of each year.

 

Term Loan

 

Our $100 million term loan facility, maturing September 29, 2009, was arranged in connection with our purchase of used, dry-van trailers and is collateralized by a security interest in the trailing equipment.  We are required to make minimum quarterly principal payments in the amount of $3.5 million, through June 29, 2009, with

 

7



 

the remainder due upon maturity.  Stated interest on this facility is a 3-month LIBOR variable rate.  Concurrent with the loan and credit agreement, we entered into an interest rate swap agreement to effectively convert this floating rate debt to a fixed rate basis of 5.85%.  The swap expires September 29, 2009, when the related term loan is due.  At March 31, 2008, we had $79 million outstanding under this agreement.

 

Our revolving lines of credit and debt facilities require us to maintain certain covenants and financial ratios.  We were in compliance with all covenants and financial ratios at March 31, 2008.

 

5.                         Capital Stock

 

On February 13, 2008, our Board of Directors declared a regular quarterly dividend of $0.10 per common share, payable on February 21, 2008, to stockholders of record on February 7, 2008.

 

6.                         Comprehensive Income

 

Comprehensive income includes changes in the fair value of the interest rate swap, which qualifies for hedge accounting.  A reconciliation of net earnings and comprehensive income follows (in thousands):

 

 

 

Three Months Ended
March 31

 

 

 

2008

 

2007

 

Net earnings

 

$

36,413

 

$

44,170

 

Unrealized loss on derivative instruments

 

(1,344

)

(481

)

Income tax benefit

 

524

 

188

 

Comprehensive income

 

$

35,593

 

$

43,877

 

 

7.                         Fair Value Measurements

 

As stated in Note 1, General, effective January 1, 2008, we adopted FAS 157.  FAS 157, among other things, defines fair value, establishes a framework for measuring fair value and expands disclosure about such fair value measurements.  Assets and liabilities measured at fair value are based on one or more of three valuation techniques stated in FAS 157.  The three valuation techniques are as follows:

 

Market Approach.                            Prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities.

Income Approach.                           Techniques to convert future amounts to a single present amount based on market expectations (including present value techniques and option-pricing models).

Cost Approach.                                         Amount that currently would be required to replace the service capacity of an asset (often referred to as replacement cost).

 

FAS 157 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.  As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.  As a basis for evaluating such assumptions, FAS 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value as follows:

 

Level 1.                 Quoted prices in active markets for identified assets or liabilities;

Level 2.                 Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3.                 Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions about what market participants would use in pricing the asset or liability.

 

8



 

Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

The following are assets and liabilities measured at fair value on a recurring basis at March 31, 2008 (in millions):

 

 

 

Asset/(Liability) Balance

 

Valuation Technique

 

Input Level

 

Available for sale investments

 

$

5.6

 

Market

 

2

 

Trading investments

 

9.9

 

Market

 

1

 

Interest rate swap

 

(3.0

)

Market

 

2

 

 

Available for sale investments are classified in “Prepaid expenses and other” in our condensed consolidated balance sheets, trading investments are classified in “Other assets” in our condensed consolidated balance sheets and the interest rate swap is classified in “Other long-term liabilities” in our condensed consolidated balance sheets. Adoption of FAS 157 increased our disclosures regarding fair value measurements only and did not have an effect on our operating income or net earnings. No assets or liabilities were elected for fair value measurement under FAS 159, and therefore adoption of FAS 159 had no impact on our financial statements.

 

8.             Income Taxes

 

Our effective income tax rate was 39.0% for the three month period ended March 31, 2008, compared with 39.1% for the three month period ended March 31, 2007. 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, best estimate of non-deductible and non-taxable items of income and expense and the ultimate outcome of tax audits. The 2008 effective income tax rate reflects changes in estimates of state income taxes and non-deductible and non-taxable items as they relate to expected annual income.

 

At March 31, 2008, we had a total of $14.0 million in gross unrecognized tax benefits, which is a component of other long-term liabilities on our balance sheet. Of this amount, $9.1 million represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate. The total amount of accrued interest and penalties for such unrecognized tax benefits was $5.7 million at March 31, 2008. For the three months ended March 31, 2008, we realized $3.1 million of settlements related to our unrecognized tax benefits.

 

9.             Legal Proceedings

 

We are involved in certain 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, results of operations or liquidity.

 

10.          Business Segments

 

We reported four distinct business segments during the three months ended March 31, 2008 and 2007. These segments included: Intermodal (JBI), Dedicated Contract Services (DCS), Truck (JBT), and Integrated Capacity Solutions (ICS). The operation of each of these businesses is described in Note 13, Segment Information, of our Annual Report (Form 10-K) for the year ended December 31, 2007. A summary of certain segment information is presented below (in millions):

 

9



 

 

 

Assets
(Excludes the impact of intercompany accounts)
March 31

 

 

 

2008

 

2007

 

JBI

 

$

733

 

$

566

 

DCS

 

421

 

436

 

JBT

 

526

 

588

 

ICS

 

18

 

6

 

Other (includes corporate)

 

160

 

177

 

Total

 

$

1,858

 

$

1,773

 

 

 

 

Operating Revenues
For The Three Months Ended
March 31

 

 

 

2008

 

2007

 

JBI

 

$

437

 

$

354

 

DCS

 

228

 

224

 

JBT

 

185

 

214

 

ICS

 

37

 

13

 

Inter-segment eliminations

 

(9

)

(8

)

Total

 

$

878

 

$

797

 

 

 

 

Operating Income
For The Three Months Ended
March 31

 

 

 

2008

 

2007

 

JBI

 

$

52

 

$

47

 

DCS

 

18

 

22

 

JBT

 

0

 

11

 

ICS

 

2

 

1

 

Other (includes corporate)

 

0

 

(1

)

Total

 

$

72

 

$

80

 

 

 

 

Depreciation and Amortization
For The Three Months Ended
March 31

 

 

 

2008

 

2007

 

JBI

 

$

13

 

$

10

 

DCS

 

17

 

18

 

JBT

 

17

 

19

 

ICS

 

0

 

0

 

Other (includes corporate)

 

4

 

3

 

Total

 

$

51

 

$

50

 

 

10



 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

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, 2007 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, accidents, 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 (IRS). Additionally, our business is somewhat seasonal with slightly higher freight volumes typically experienced during the months of August through early November. You should also refer to Item 1A of our Annual Report (Form 10-K) for the year ended December 31, 2007, 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 SEC.

 

GENERAL

 

We are one of the largest full-load and multi-modal transportation companies in North America. We operate four 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. GAAP 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.

 

Information regarding our Critical Accounting Policies and Estimates can be found in our Annual Report (Form 10-K). The four critical accounting policies that we believe require us to make more significant judgments and estimates when we prepare our financial statements include those relating to self-insurance accruals, revenue equipment, revenue recognition and income taxes. We have discussed the development and selection of these critical accounting policies and estimates with the Audit Committee of our Board of Directors. In addition, Note 2, Summary of Significant Accounting Policies, to the financial statements in our Annual Report (Form 10-K) for the year ended December 31, 2007, contains a summary of our significant accounting policies. There have been no material changes to the methodology we apply for critical accounting estimates as previously disclosed in our Annual Report on Form 10-K.

 

Segments

 

We operated four segments during the first quarter 2008. The operation of each of these businesses is described in Note 13, Segment Information, of our Annual Report (Form 10-K) for the year ended December 31, 2007.

 

11



 

RESULTS OF OPERATIONS

 

Summary of Operating Segment Results

For the Three Months Ended March 31

(in millions)

 

 

 

Operating Revenues

 

Operating Income

 

 

 

2008

 

2007

 

% Change

 

2008

 

2007

 

JBI

 

$

437

 

$

354

 

23

%

$

51.8

 

$

46.6

 

DCS

 

228

 

224

 

2

 

18.3

 

22.0

 

JBT

 

185

 

214

 

(14

)

0.0

 

11.4

 

ICS

 

37

 

13

 

189

 

2.0

 

0.5

 

Other (includes corporate)

 

0

 

0

 

0

 

0.0

 

(0.1

)

Subtotal

 

887

 

805

 

10

%

72.1

 

80.4

 

Inter-segment eliminations

 

(9

)

(8

)

10

%

 

 

Total

 

$

878

 

$

797

 

10

%

$

72.1

 

$

80.4

 

 

Our total consolidated operating revenues increased to $878 million for the first quarter 2008, a 10% increase over the $797 million in the first quarter 2007. Significantly higher fuel prices resulted in fuel surcharge (FSC) revenues of $154.2 million during the current quarter, compared with $91.0 million in 2007. If FSC revenues were excluded from both periods, the increase of 2008 revenue over 2007 was 2.5%. The increased level of revenue, excluding FSC, was primarily attributable to higher volume in our Intermodal segment and significant growth in our ICS segment, which more than offset a reduction in our Truck segment. The combined tractor fleet declined from 11,971 units to 10,750. Containers and trailers grew from 54,814 to 59,600. Decreases in the tractor fleet were due to the weakness in freight demand in our Truck segment and our actions to move further away from an asset-heavy truckload model. The growth in trailing equipment was primarily to support additional Intermodal business.

 

JBI segment revenue increased 23%, to $437 million during the first quarter 2008, compared with $354 million in 2007. This increase in segment revenue was primarily a result of a 19% increase in load volume and slightly higher revenue per loaded mile, exclusive of fuel surcharges. Operating income of the JBI segment rose to $51.8 million in the first quarter 2008, from $46.6 million in 2007, primarily due to increase in revenue, which was partially offset by increases in fuel costs and increases in purchased transportation expense, due to volume growth.

 

DCS segment revenue grew 2%, to $228 million in 2008, from $224 million in 2007. This increase in DCS segment revenue was driven by increased fuel surcharges. Excluding fuel surcharges, revenue declined 4%, primarily due to a reduction in the average truck count of 376, compared to the first quarter 2007. The decline in this segment’s truck count reflected fleet reductions in response to changes in our customers’ business demands and our actions to reduce the level of generic dedicated business. Operating income of our DCS segment decreased to $18.3 million in 2008, from $22.0 million in 2007. The decline in operating income was primarily due to increased costs of fuel.

 

JBT segment revenue totaled $185 million for the first quarter 2008, a decrease of 14% from $214 million in the first quarter 2007. This decrease in revenue was primarily a result of a 16% decrease in loads hauled, compared to the same quarter a year ago, as demand was much softer in the first quarter 2008. At the end of the first quarter, the fleet size declined 22%, or 1,149 units, compared to the first quarter 2007. Rate per loaded mile, excluding fuel surcharges, decreased by less than one percent, compared to the prior year period. Our JBT segment operated at a slight loss of approximately $50 thousand during the first quarter 2008, a decline from $11.4 million operating income in 2007. The decrease in operating income was the result of decreased revenue, higher fuel costs and increased maintenance costs.

 

ICS segment revenue grew 189%, to $37 million in 2008, from $13 million in 2007, which was attributable to increases in load volume from both new and existing clients. Operating income of our ICS segment increased to $2.0 million, from $0.5 million in 2007 as operating leverage from higher revenue growth began to cover expenses primarily resulting from higher personnel and technology costs related to growing and investing in the ICS segment.

 

12



 

Our ICS staff grew 130% during the first quarter 2008, compared with 2007, which was largely in sales and operations, in connection with the growth in this segment.

 

Consolidated Operating 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.

 

 

 

Three Months Ended March 31

 

 

 

Dollar Amounts as a
Percentage of Total
Operating Revenues

 

Percentage Change of
Dollar Amounts
Between Quarters

 

 

 

2008

 

2007

 

2008 vs. 2007

 

Total operating revenues

 

100.0

%

100.0

%

10.1

%

Operating expenses:

 

 

 

 

 

 

 

Rents and purchased transportation

 

37.6

 

33.4

 

24.1

 

Salaries, wages and employee benefits

 

24.3

 

27.5

 

(2.5

)

Fuel and fuel taxes

 

15.3

 

13.2

 

27.6

 

Depreciation and amortization

 

5.8

 

6.2

 

2.1

 

Operating supplies and expenses

 

4.2

 

4.6

 

0.6

 

Insurance and claims

 

2.0

 

2.2

 

2.9

 

General and administrative expenses, net of gains on asset dispositions

 

1.1

 

1.1

 

5.0

 

Operating taxes and licenses

 

0.9

 

1.0

 

(3.9

)

Communication and utilities

 

0.6

 

0.7

 

(2.6

)

Total operating expenses

 

91.8

 

89.9

 

12.5

 

Operating Income

 

8.2

 

10.1

 

(10.4

)

Interest income

 

0.0

 

0.0

 

3.4

 

Interest expense

 

1.3

 

0.9

 

54.8

 

Equity in loss of affiliated company

 

0.1

 

0.1

 

66.0

 

Earnings before income taxes

 

6.8

 

9.1

 

(17.7

)

Income taxes

 

2.7

 

3.6

 

(17.9

)

Net earnings

 

4.1

%

5.5

%

(17.6

)%

 

Total operating expenses increased 12.5%, while operating revenues increased 10.1%, during the first quarter 2008, over the comparable period of 2007. Changes in fuel costs and FSC revenues can have an impact on the comparison of revenues and costs between reporting periods. Operating income declined to $72.1 million during the first quarter 2008, from $80.4 million in 2007.

 

Rents and purchased transportation costs increased 24.1% in 2008. This increase is a direct result of our increase in revenues in our JBI and ICS segments. JBI segment’s rail purchased transportation increased by 25% due to increases in load volume and an increase in rates charged by our rail carriers, as well as an increase of outsourced freight through our ICS segment growth. The higher cost of fuel also increased dray and purchased transportation expenses as we shared portions of our higher FSC revenues with these third parties.

 

Salaries, wages and employee benefit costs decreased 2.5% in 2008 compared to 2007. This decrease is primarily related to reductions in the number of drivers in our JBT segment due to the reduction in business demand and freight movement.

 

Fuel costs increased 27.6% in 2008, compared with 2007. Our fuel cost per gallon during the current quarter increased nearly 42% due to the steep rise in fuel prices and slightly lower miles per gallon as compared to first quarter 2007. We have fuel surcharge programs in place with the majority of our customers. These programs typically involve a specified computation based on the change in national, regional or local fuel prices. While these programs may incorporate fuel cost increases as frequently as weekly, most also reflect a specified miles per gallon

 

13



 

factor and require a certain minimum change in fuel costs (e.g. $0.05 per gallon) to trigger an increase in fuel surcharge revenue. When fuel prices increase rapidly, there is a lag associated with the majority of our fuel surcharge programs. This lag negatively impacts operating income.

 

There are also two additional factors related to fuel costs and fuel surcharge revenue that negatively impact operating income when fuel costs rise rapidly. Depending on our specific business and traffic lane, frequently 10% to 15% of our miles traveled are empty. While these empty miles also incur higher fuel costs, we typically are only able to charge fuel surcharge revenue on our loaded miles. In addition, most systems and software applications used in the transportation industry for measuring miles result in computations that average 10% to 12% fewer miles than what is actually travelled (i.e., hub miles). The combination of these two factors frequently results in no fuel surcharge revenue billed for approximately 20% to 25% of the miles our tractors actually travel. During times of changing fuel costs, operating income can be negatively impacted by these factors.

 

Depreciation and amortization expense increased 2.1% in 2008, which was primarily the result of the expansion of our container and chassis equipment fleet. This increase was partially offset by a decrease in tractor depreciation due to the reduction of tractor and trailer fleet counts. Operating supplies and expenses increased by less than one percent primarily due to higher maintenance costs, compared with the first quarter 2007. Insurance and claims expense grew 2.9% for 2008 compared with 2007, primarily due to higher collision claims incidents and higher liability insurance claims. Operating taxes and licenses decreased by 3.9% due to the decrease in miles and freight demand.

 

General and administrative expenses increased 5.0% for the current quarter over the comparable period in 2007, primarily as a result of an increase in shuttle yard rentals and an increase in bad debts. Net gains from sale of revenue equipment were $0.4 million in 2008, compared with $0.3 million in 2007.

 

Net interest expense increased significantly in 2008, primarily due to increased debt levels. Total debt increased to $865.2 million at March 31, 2008, from $449.0 million at March 31, 2007.

 

The “equity in loss of affiliated company” item on our Condensed Consolidated Statement of Earnings reflects our share of the operating results of Transplace, Inc. (TPI).

 

Our effective income tax rate was 39.0% in 2008 and 39.1% in 2007. 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, best estimate of non-deductible and non-taxable items of income and expense and the ultimate outcome of tax audits.

 

Liquidity and Capital Resources

 

Cash Flow

 

Net cash provided by operating activities totaled $117 million during the first three months of 2008, compared with $154 million for the same period 2007. Operating cash flows decreased as a result of lower earnings, a decrease in collections of accounts receivable and an increase in payments to vendors due to timing. Net cash used in investing activities totaled $57 million in 2008, compared with $95 million in 2007. This decrease reflects a decline in purchasing of containers, chassis and trailing equipment off operating leases as compared with 2007. The decrease also relates to an increase in proceeds from the sale of equipment. Net cash used in financing activities was consistent in 2008, compared with 2007, increasing from $57 million in 2007 to $58 million in 2008.

 

 

 

March 31, 2008

 

December 31, 2007

 

March 31, 2007

 

Working capital ratio

 

1.03

 

.93

 

.83

 

Current portion of long-term debt (millions)

 

$

164.0

 

$

234.0

 

$

164.0

 

Total debt (millions)

 

$

865.2

 

$

913.1

 

$

449.0

 

Total debt to equity

 

2.33

 

2.66

 

.65

 

Total debt as a ratio to total capital

 

.70

 

.73

 

.39

 

 

14



 

Liquidity

 

Our need for capital has typically resulted from the acquisition of intermodal containers and chassis, trucks, tractors and trailers required to support our growth and the replacement of older equipment with new, late model equipment. We are frequently able to accelerate or postpone a portion of equipment replacements depending on market conditions. We have, during the past few years, obtained capital through cash generated from operations, revolving lines of credit and long-term debt issuances. We have also periodically utilized operating leases to acquire revenue equipment. To date, none of our operating leases contain any guaranteed residual value clauses.

 

At March 31, 2008, we were authorized to borrow up to a total of $575 million under two different revolving lines of credit. The first line of credit is supported by a credit agreement with a group of banks for a total amount of $350 million, expiring March 29, 2012. The applicable interest rate under this agreement is based on either the prime rate or LIBOR, depending upon the specific type of borrowing, plus a margin based on the level of borrowings and our credit rating. At March 31, 2008, we had $236.2 million outstanding at an average interest rate of 3.91% under this agreement.

 

Our second line of credit is an Accounts Receivable Securitization program with a revolving credit facility up to $225 million, which matures on July 28, 2008. The applicable interest rate under this agreement is the prevailing A1/P1 commercial paper rate in the market. At March 31, 2008, we had $150.0 million outstanding at an average interest rate of 3.59% under this agreement.

 

Our revolving lines of credit and debt facilities require us to maintain certain covenants and financial ratios.  We were in compliance with all covenants and financial ratios at March 31, 2008.

 

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

 

 

 

Contractual Cash Obligations
As of March 31, 2008
Amounts Due by Period
(in millions)

 

 

 

Total

 

One Year
Or Less

 

One to
Three
Years

 

Four to
Five
Years

 

After
Five Years

 

Operating leases

 

$

6

 

$

3

 

$

2

 

$

1

 

$

0

 

Long-term debt obligations

 

865

 

164

 

65

 

486

 

150

 

Commitments to acquire revenue equipment

 

104

 

104

 

0

 

0

 

0

 

Total

 

$

975

 

$

271

 

$

67

 

$

487

 

$

150

 

 

Our net capital expenditures were approximately $60 million during the first three months of 2008, compared with $95 million for the same period 2007. Capital expenditures in 2008 were primarily for tractor trades, additional intermodal containers, chassis, and other trailing equipment. We are currently committed to spend approximately $104 million during the remainder of 2008, net of $44 million of expected proceeds from sale or trade-in allowances, on revenue equipment. We expect to spend approximately $200 million for total capital expenditures during calendar year 2008. The table above excludes $20 million of liabilities for uncertain tax positions as we are unable to reasonably estimate the ultimate timing of settlement.

 
Off-Balance Sheet Arrangements
 

Our only off-balance sheet arrangements are related to operating leases for trailing equipment and some

 

15



 

data processing equipment and facilities. As of March 31, 2008, we had approximately 302 trailers and 1,005 containers/chassis that were subject to operating leases, and we had approximately $1.1 million of obligations remaining under these leases.

 

Risk Factors

 

You should refer to Item 1A of our Annual Report (Form 10-K) for the year ended December 31, 2007, 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 competitive and somewhat 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.

 

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

 

      Ongoing insurance and claims expenses could significantly reduce our earnings.

 

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

 

      We operate in a 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.

 

      Extreme or unusual weather conditions can disrupt our operations, impact freight volumes and increase our costs, all of which could have a material adverse effect on our business results.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We had $865 million of debt outstanding at March 31, 2008, including our revolving lines of credit, term loan facility, and senior notes issuance. We currently have an interest rate swap agreement which effectively converts the amounts outstanding of our $100 million variable rate term loan facility to a fixed rate basis. Additionally, our senior notes have fixed interest rates of 5.31% and 6.08%. These fixed-rate facilities reduce the impact of changes to market interest rates on future interest expense. For those arrangements with variable interest rates, the rates are based on the prime rate or LIBOR plus an applicable margin. Our earnings would be affected by changes in these short-term interest rates. Risk can be quantified by measuring the financial impact of a near-term adverse increase in short-term interest rates. At our current level of borrowing, a one percent increase in our applicable rate would reduce annual pretax earnings by $3.9 million.

 

Although we conduct business in foreign countries, international operations are not material to our

 

16



 

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 months ended March 31, 2008. 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 our foreign investment. As of March 31, 2008, we had no foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.

 

The price and availability of diesel fuel are subject to fluctuations due to changes in the level of global oil production, seasonality, weather and other market factors. Historically, we have been able to recover a majority of fuel price increases from our customers in the form of fuel surcharges. We cannot predict the extent to which high fuel price levels will continue in the future or the extent to which fuel surcharges could be collected to offset such increases. As of March 31, 2008, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations.

 

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 March 31, 2008, in alerting them on a timely basis to material information required to be disclosed by us in our periodic reports to the SEC.

 

In addition, there were no changes in our internal control over financial reporting during our first three months of 2008 that have materially affected, or are reasonably likely to materially effect, our internal control over financial reporting.

 

Part II. Other Information

 

ITEM 1.  LEGAL PROCEEDINGS

 

We are involved in certain 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 1A.  RISK FACTORS

 

Information regarding risk factors appears in Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report on Form 10-Q and in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2007.

 

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Not applicable.

 

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

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

 

Not applicable.

 

17



 

ITEM 5.  OTHER INFORMATION

 

Not applicable.

 

ITEM 6.  EXHIBITS

 

Index to Exhibits

 

Exhibit

 

 

Number

 

Exhibits

 

 

 

3(i)

 

Amended and Restated Articles of Incorporation dated May 19, 1988 (incorporated by reference from Exhibit 4A of S-8 Registration Statement filed April 16, 1991; Registration Statement Number 33-40028)

 

 

 

3(ii)

 

Restated Bylaws of J.B. Hunt Transport Services, Inc. dated February 27, 2008

 

 

 

31.1

 

Rule 13a-14(a)/15d-14(a) Certification

 

 

 

31.2

 

Rule 13a-14(a)/15d-14(a) Certification

 

 

 

32.1

 

Section 1350 Certification

 

 

 

32.2

 

Section 1350 Certification

 

18



 

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 30th day of April, 2008.

 

 

 

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

 

19


EX-3.II 2 a08-11460_1ex3dii.htm EX-3.II

Exhibit 3(ii)

 

 

RESTATED

 

BYLAWS

 

OF

 

J.B. HUNT TRANSPORT SERVICES, INC.

 

February 27, 2008

 



 

J.B. HUNT TRANSPORT SERVICES, INC.

RESTATED BYLAWS

February 27, 2008

TABLE OF CONTENTS

 

 

 

 

Page

ARTICLE I – SHAREHOLDERS

 

 

1.1

Place of Shareholders Meetings

3

 

1.2

Annual Meeting

3

 

1.3

Special Meetings

3

 

1.4

Notice of Meeting

3

 

1.5

Quorum and Voting Requirements

3

 

1.6

Adjournment

4

 

1.7

Closing Transfer Books and Fixed Record Date

4

 

1.8

Action without Meeting

4

 

 

 

 

ARTICLE II – BOARD OF DIRECTORS

 

 

2.1

Number, Term and Qualifications

5

 

2.2

General and Special Powers

5

 

2.3

Annual and Regular Meeting

5

 

2.4

Special Meeting

5

 

2.5

Notice of Special Meeting

5

 

2.6

Information Action of the Board of Directors

5

 

2.7

Removal of Directors and Vacancies

6

 

2.8

Quorum and Voting

6

 

 

 

 

ARTICLE III – EXECUTIVE AND OTHER COMMITTEES

 

 

3.1

Creation of Executive and Other Committees

6

 

3.2

Limitations on Actions and Effect Thereof

6

 

3.3

Action by Executive Committee

6

 

 

 

 

ARTICLE IV – OFFICERS

 

 

4.1

Positions Authorized

6

 

4.2

Method of Selection

7

 

4.3

Removal of Officers

7

 

4.4

Salaries

7

 

4.5

Surety Bonds

7

 

4.6

Chairman of the Board

8

 

4.7

President

8

 

4.8

Vice Presidents

8

 

4.9

Secretary

8

 

4.10

Assistant Secretary

9

 

4.11

Assistant to the Secretary

9

 

4.12

Treasurer

9

 

4.13

Assistant Treasurer

10

 

4.14

Assistant to the Treasurer

10

 

1



 

 

 

 

Page

ARTICLE V – INDEMNIFICATION OF OFFICERS AND DIRECTORS

 

 

5.1

Indemnification

10

 

5.2

Further Indemnification

12

 

5.3

Procedure

12

 

 

 

 

ARTICLE VI – CAPITAL STOCK

 

 

6.1

Certificates of Shares

12

 

6.2

Lost Certificates

12

 

6.3

Transfer of Shares

12

 

 

 

 

ARTICLE VII – PREEMPTIVE RIGHTS

 

 

7.1

Status of Preemptive Rights of Shareholders

13

 

 

 

 

ARTICLE VIII – CORPORATE SEAL

 

 

8.1

Corporation to Use Seal

13

 

8.2

Use of Seal

13

 

 

 

 

ARTICLE IX – MISCELLANEOUS PROVISIONS

 

 

9.1

Checks, Drafts, Notes

13

 

9.2

Notice and Waiver of Notice

13

 

 

 

 

ARTICLE X – METHOD OF AMENDING BYLAWS

 

 

10.1

Amendment

13

 

 

 

 

CERTIFICATE OF ADOPTION

15

 

2



 

RESTATED

BYLAWS

OF

J.B. HUNT TRANSPORT SERVICES, INC.

February 27, 2008

 

ARTICLE I – SHAREHOLDERS

 

1.1  Place of Shareholders Meetings.  All meetings of the shareholders shall be held at the principal office of the Corporation located at Lowell, Arkansas unless the Board of Directors by resolution shall designate for the purposes of such meeting that it be held at some other place, either within or without this State, and include in the notice of such meeting a designation of such place of the meeting.  A shareholders meeting called by any person or group other than the Board of Directors shall be held only at the principal office of the Corporation.

 

1.2  Annual Meeting.  A meeting of the shareholders shall be held each year at such location and on such date and time as is designated by the Board of Directors in the notice of such meeting for the purposes of receiving reports on operation of the Corporation, election of members of the Board of Directors and transacting such other business as may properly come before it.  If a quorum is not present at such meeting or the same has not been properly convened, the Board of Directors or the Executive Committee may designate a subsequent date to hold such annual meeting, if the same be not adjourned as otherwise authorized in these bylaws.  If additional matters are to be considered at such annual meeting, the meeting for those purposes shall be deemed to be a special meeting and notice accordingly given.

 

1.3  Special Meetings.  A special meeting of the shareholders may be called by the Chairman of the Board, the President, the Secretary, the Board of Directors or by the holders of not less than one-third (1/3) of all the shares entitled to vote at the meeting.

 

1.4  Notice of Meeting.  Prior to any meeting of the shareholders, a written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, the Board of Directors or by the shareholder or shareholders calling the meeting, to each shareholder of record entitled to vote at such meeting.  Such notice shall be given no less than sixty (60) days nor more than seventy-five (75) days before the date of the meeting if a proposal to increase the authorized capital stock or bonded indebtedness is to be submitted at such meeting and in all other cases not less than ten (10) nor more than fifty (50) days before the date of the meeting.  If such notice is mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the books of the Corporation with postage thereon prepaid.  Any shareholder may waive notice of any meeting by execution of a written waiver and consent to such meeting and shall be deemed to have done so by attendance at any shareholders meeting without raising an objection to any defect of notice to such shareholder.

 

1.5  Quorum and Voting Requirements.  A majority of the shares entitled to vote, represented in person or by proxy, at a meeting duly convened, shall constitute a quorum for the purposes of conducting the business of the Corporation at any shareholders meeting.  The shareholders present at a duly convened meeting can continue to do business until adjournment,

 

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notwithstanding the withdrawal of enough shareholders to leave less than a quorum.  The  affirmative vote of the majority of the shares represented at a meeting and entitled to vote on the subject matter shall be the act of the shareholders unless the vote of a greater number or voting by classes is required by law with respect to such matter.  Unless otherwise provided in the Articles of Incorporation, or an amendment thereof, every shareholder of record shall be entitled, at each meeting of the shareholders and upon each proposal presented at such meeting, to one (1) vote for each share of stock standing in his name on the books of the Corporation.

 

1.6  Adjournment.  In the absence of a quorum at the opening of any meeting of the shareholders, or at the opening of any meeting at which a quorum is present, the meeting may be adjourned by the vote of a majority of the shares entitled to vote at the meeting which are represented at the meeting by the shareholders thereof in person or by proxy.  Any adjourned meeting may be re-adjourned in a like manner.  When any one adjournment is for thirty (30) days or more, not less than a fifteen (15) day notice of the adjourned meeting shall be given by mailing as provided in Section 1.4 hereof.  When any one adjournment is less than thirty (30) days, it shall not be necessary to give notice thereof other than by announcement at the meeting in which the adjournment is taken.

 

1.7  Closing Transfer Books and Fixing Record Date.  For the purpose of determining shareholders entitled to notice of or a right to vote at any meeting of shareholders or any adjournment thereof, entitled to receive payment of any dividend, or in order to make a determination of shareholders for any proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period not to exceed sixty-five (65) days.  If the stock transfer books are closed for the purpose of determining shareholders entitled to notice of a right to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting.  In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for such determination of shareholders, such date in any case to be not more than sixty-five (65) days, and in case of a meeting requiring such determination of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.  When a determination of shareholders entitled to vote at any meeting has been made as provided in this Section, such determination shall apply to any adjournment thereof.

 

1.8  Action Without Meeting.  Any action required by law to be taken at a meeting of shareholders, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof, which shall have the same force and effect as a unanimous vote of the shareholders and may be stated as such in any articles or documents filed pursuant to law.

 

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ARTICLE II - BOARD OF DIRECTORS

 

2.1  Number, Term and Qualifications.   The number of directors which shall constitute the whole board shall be not less than three (3) and not more than twelve (12), and shall be determined by the Board of Directors.  Only persons who shall accept such positions and agree to perform the duties incumbent upon them as provided by these Bylaws and the laws of this State, shall serve as directors.  No person shall serve as a director unless he shall have attained a majority under the laws of this State and no person shall be eligible to stand for election or be elected to fill a vacancy if they are seventy-two years old or older.  Each Director shall hold office for the term for which he is elected or until his successor shall have been elected and qualified. Directors need not be residents of Arkansas.  Beginning in 2009 all directors shall be elected to one year terms.  This Bylaw change shall not affect or shorten the current terms of any directors.

 

2.2  General and Special Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors.  The Directors shall be authorized jointly to take any and all action and to exercise any power not reserved to the shareholders, on behalf of the Corporation which the Corporation is authorized or empowered to do, which is not otherwise expressly prohibited by the Articles of Incorporation or the Bylaws of the Corporation or the laws of this State.

 

2.3  Annual and Regular Meeting.  The Board of Directors shall meet annually, immediately following the Annual Shareholders Meeting, for the purpose of electing officers of the Corporation and transacting other general business affairs of the Corporation related thereto.  The Annual Board Meeting shall be deemed to be a Regular Board Meeting.  In addition to the Annual Board Meeting, the Board of Directors shall hold regular meetings at such time(s) and place(s) as it may designate from time to time.  Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need to be specified in any notice in the event a notice is given of a regular meeting, unless such is otherwise expressly provided for these Bylaws, the Articles of Incorporation of the Corporation or the laws of this State.

 

2.4  Special Meeting.  A special meeting of the Board of Directors may be held at any time or place upon written call thereof by the Chairman of the Board, President, Secretary or a majority of the Board of Director members.  Notice of any special meeting of the Board of Directors shall be given as provided hereinafter.

 

2.6  Information Action of the Board of Directors.  Action taken by a majority of the Board of Directors without a meeting shall be valid with respect to any corporate matter as the action of the Board of Directors if, either before or after such action is taken, all members of the Board of Directors sign and file with the Secretary of the Corporation for inclusion in the minute book, a memorandum showing the nature of the action taken and their written consent to the Board acting informally with respect to such matter, and such written consent shall show whether or not such director approves the action to be taken by the Board so that the Secretary shall note in the minutes of the Corporation the names of those directors approving the action of the Board and the names of those opposing it.

 

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2.7  Removal of Directors and Vacancies.  Directors may be removed from office only by vote of the shareholders at a meeting called expressly for that purpose and then only in conformity with applicable provisions of law.  A vacancy on the Board of Directors shall exist when a director dies or resigns or is removed by the shareholders or by virtue of newly created directorship(s) resulting from any increase in the specified number of directors.  Any vacancy (other than a vacancy occurring through shareholders’ action in removing a director which shall be filled by vote of the shareholders) occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors through less than a quorum of the Board.  Directors so chosen shall hold office until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified.

 

2.8  Quorum and Voting.  A majority of the total number of Directors shall constitute a quorum for the transaction of business.  The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

 

ARTICLE III - EXECUTIVE AND OTHER COMMITTEES

 

3.1  Creation of Executive and Other Committees.  The Board of Directors may create from its membership, an Executive Committee, to consist of not less than three (3) directors which shall be authorized to exercise all authority of the Board of Directors in the intervals between the meetings of the Board of Directors with respect to the business affairs of the Corporation.  Such Executive Committee shall be subject to the control and direction of the Board of Directors and shall serve at the pleasure of the Board of Directors.  The Board of Directors may otherwise create such additional committees with general or limited authority as designated from time to time by the Board, which shall likewise serve as the pleasure of the Board.

 

3.2  Limitations on Actions and Effect Thereof.  The Executive Committee shall not be authorized to take any action other than ordinary business affairs of the Corporation and may not be authorized to conduct any action specifically prohibited by applicable laws of this State.  Otherwise, an act or authorization by the Executive Committee within the authority lawfully delegated to it shall be the act or authorization of the Board of Directors for all legal purposes, provided, however, that such action shall not operate to relieve the Board of Directors of any responsibility imposed upon it by law.

 

3.3  Action by Executive Committee.  The Executive Committee may act by a majority of its members, at a meeting or informally without a meeting provided all members consent to such informal action.

 

ARTICLE IV - OFFICERS

 

4.1  Positions Authorized.  The officers of the Corporation shall consist of a Chairman of the Board, if one be chosen and designated to act by the Board of Directors, a President (who shall be a member of the Board), one or more Vice Presidents (with such additional designates of

 

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title, if any, and duties as provided by resolution of the Board), a Secretary, a Treasurer, and one or more Assistant Secretaries and Assistant Treasurers, and such further officers as the Board of Directors or the Executive Committee may from time to time designate.  Any two or more offices may be held by the same person, except the offices of President and Secretary or Assistant Secretary, provided, however, in case the Corporation has only one shareholder, any two or more offices may be held by the same person, so long as the Corporation shall have only one shareholder.  The Board may designate a general counsel but such person or firm shall not be deemed to be an officer of the Corporation.

 

4.2  Method of Selection.  The Chairman of the Board (if one be chosen and designated to act), President, Vice President, Secretary and Treasurer shall be elected annually by a majority vote of the Board of Directors present at a duly convened Annual Meeting of the Board of Directors or at any meeting duly convened thereafter, who shall serve until the next Annual Meeting of the Board of Directors or until each such officer’s successor shall be elected and qualified.  Any other officer, assistant officer or agent of the Corporation may be elected, appointed or otherwise chosen in such manner as deemed appropriate, from time to time, by the Board of Directors or Executive Committee.  The Board of Directors may, from time to time, prescribe the duties incumbent upon any officer by resolution, provided the same is not inconsistent with these Bylaws.

 

4.3  Removal of Officers.  Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of such person so removed.  Election or appointment of an officer or agent shall not of itself create any contractual rights.  A majority vote of the entire Board of Directors shall be necessary to remove any officer of the Corporation holding the position of Chairman of the Board, President, Secretary, or Treasurer, but any other officer may be removed by a majority vote of the members of the Board of Directors present at any duly convened meeting or by action of the Executive Committee.

 

4.4  Salaries.    The salaries of the officers of the Corporation shall be fixed from time to time by the Board of Directors.  No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.  Any payments made to any officer of the Corporation such as salary, commission, bonus, interest, or rent or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.  It shall be the duty of the Board of Directors to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the Board of Directors, proportionate amounts may be withheld from future compensation payments due such officer until any amount owed to the Corporation by such office has been recovered.

 

4.5  Surety Bonds.  In case the Board of Directors shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful discharge of his duties.

 

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4.6  Chairman of the Board.  The Chairman of the Board, if one be chosen and designated to act, shall be the Chief Executive Officer of the Corporation and shall preside at all meetings of the Board of Directors, Executive Committee and shareholders.

 

4.7  President.  The President, subject to the superior authority of the Chairman of the Board if one be chosen and designated to act, and subject to the direction of the Board of Directors, shall have general charge of the business, affairs, and property of the Corporation, and general supervision over its officers and agents.  In the absence of the Chairman of the Board, he shall preside at meetings of the Board of Directors, Executive Committee and shareholders, and he shall see that all orders and resolutions of the Board of Directors and the Executive Committee are carried into effect.  He may sign, with any other officer thereunto duly authorized, certificates of shares of the Corporation, the issuance of which shall have been duly authorized, and may sign and execute in the name of the Corporation, deeds, mortgages, bonds, contracts, agreements and other instruments duly authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, to some other officer or agent.  From time to time he shall report to the Chairman of the Board if one be chosen and designated to act, and to the Executive Committee, all matters within his knowledge which the interests of the Corporation may require to be brought to their attention.  He shall also perform such other duties as are given to him by these Bylaws or as from time to time may be assigned to him by the Board of Directors, or by the Chairman of the Board if one be chosen and designated to act.

 

4.8  Vice Presidents.  Each of the Vice Presidents shall have such powers and do and perform such acts as from time to time may be designated or required by the Board of Directors, the Executive Committee, the Chairman of the Board or the President, acting under such titles as may be designated to each of them by the Board of Directors or the Executive Committee, and may, in the absence of the President, take any action otherwise authorized to be performed by the President.

 

4.9  Secretary.  The Secretary shall:

 

(a)                                 Record all the proceedings of the meetings of the shareholders, Board of Directors and Executive Committee in a book or books to be kept for the purpose;

 

(b)                                Cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by law;

 

(c)                                 Whenever any committee shall be appointed in pursuance of a resolution of the Board of Directors, furnish the Chairman of such committee with a copy of such resolution;

 

(d)                                Be custodian of the records and of the seal of the Corporation and cause such seal to be affixed to all instruments, the execution of which on behalf of the Corporation under its seal shall have been duly authorized;

 

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(e)                                 See that the lists, books, reports, statements, certificates, and other documents and records required by law and as requested by the Board of Directors are properly kept and filed;

 

(f)                                   Have charge of the stock books of the Corporation and cause the stock and transfer books to be kept in such manner as to show at any time the amount of shares of the Corporation issued and outstanding, the names alphabetically arranged, and the addresses of the shareholders of record thereof, the number of shares held by each, and the date when each became such holder of record; and

 

(g)                                In general, perform all duties incident to the office of Secretary and such other duties as are given to him by these Bylaws or as from time to time may be assigned to him by the Board of Directors, the Executive Committee, the Chairman of the Board, or the President.

 

4.10  Assistant Secretary.  At the request of the Secretary or in his absence or disability, the Assistant Secretary shall have all the powers of and be subject to all restrictions upon the Secretary.  The Assistant Secretary shall perform such other duties as from time to time may be assigned to him respectively by the Board of Directors, the Executive Committee, the Chairman of the Board, the President, or the Secretary.

 

4.11  Assistant to the Secretary.  The secretary may, with the consent of the members of the Board of Directors, select an Assistant to the Secretary, who shall be authorized to perform such duties of the Secretary as may, from time to time, be delegated to such person by the Secretary, but such person (if selected) shall not be deemed to be an officer of the Corporation.

 

4.12  Treasurer.  The Treasurer shall:

 

(a)                                 Have charge of and supervision over and be responsible for the funds, securities, receipts and disbursements of the Corporation;

 

(b)                                Cause the monies and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositories as shall be selected by the Board of Directors, or to be otherwise dealt with in such manner as the Board of Directors may direct;

 

(c)                                 Cause the funds of the Corporation to be discharged by checks or drafts upon the authorized depositories of the Corporation, same to be drawn in the manner and by the officers as may be determined from time to time by the Board of Directors or the Executive Committee, and cause to be taken and preserved proper vouchers for all money disbursed;

 

(d)                                Render to the Board of Directors, the Executive Committee, the Chairman of the Board, or the President, whenever requested, a statement of the

 

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financial condition of the Corporation and of all his transactions as Treasurer.

 

(e)                                 Cause to be kept at the principal office of the Corporation correct books of account of all its business and transactions, and exhibit such books to any director or other person authorized by the Board of Directors or by law to inspect the same upon application at such office during business hours; and,

 

(f)                                   In general, perform all duties incident to the office of Treasurer and such other duties as are given to him by these Bylaws or as from time to time may be assigned to him by the Board of Directors, the Executive Committee, the Chairman of the Board, or the President.

 

4.13  Assistant Treasurer.  At the request of the Treasurer or in his absence or disability, the Assistant Treasurer shall perform all duties of the Treasurer, and when so acting, shall have all powers of and be subject to all restrictions upon the Treasurer.  The Assistant Treasurer shall perform such other duties as from time to time may be assigned to him by the Board of Directors, the Executive Committee, the Chairman of the Board, the President, or the Treasurer.

 

4.14  Assistant to the Treasurer.  The Treasurer may, with the consent of the members of the Board of Directors, select an Assistant to the Treasurer, who shall be authorized to perform such duties of the Treasurer as may, from time to time, be delegated to such person by the Treasurer, but such person (if selected) shall not be deemed to be an officer of the Corporation.

 

ARTICLE V - INDEMNIFICATION OF OFFICERS AND DIRECTORS

 

5.1       Indemnification.

 

(a)  When authorized in accordance with Section 5.1(c) hereof, the Corporation shall indemnify any person who was or is a party or threatened to be made party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer, of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interest of the

 

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Corporation, nor, with respect to any criminal action or proceeding, that the person had reasonably cause to believe that such conduct was unlawful.

 

(b)  When authorized in accordance with Section 5.1(c) hereof, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interest of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person’s duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

 

(c)  Any indemnification under Section 5.1(a) or (b) hereof (unless ordered by the court) shall be made by the Corporation only as authorized in a specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standards of conduct set forth in Section 5.1(a) or (b) hereof. Such determination shall be made:

 

 

1.

By the Board of Directors, by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceedings; or

 

 

 

 

2.

If such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or

 

 

 

 

3.

By the shareholders of the Corporation.

 

(d)  To the extent that such a director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 5.1(a) or (b), or in defense of any claim, issue or matter therein, such person shall be indemnified by the Corporation against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

 

(e)  Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceedings may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, as authorized in the manner provided in Section 5.1(c), upon receipt of an undertaking by or on behalf of the director or officer to repay such amount, unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation as authorized in this Section 5.1.

 

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(f)  The indemnification provided by this Section 5.1 shall continue as to a person who has ceased to be a director or officer and shall insure to the benefit of the heirs, executors and administrators of such person.

 

(g)  The powers and duties of the Corporation to indemnify any person under this section shall apply with equal force whether an action, suit, or proceedings is threatened or commenced in the state of incorporation or outside the state.

 

5.2  Further Indemnification.  If now or hereafter the laws of this State shall so permit, any director or officer of the Corporation who is then serving or who has theretofore served in such capacity shall further be entitled to all additional indemnification or reimbursement from the Corporation to the full extent permitted by applicable laws, for his damages and so much of his expenses of defense, including attorneys’ fees, which are actually incurred in the defense of any suit or action, criminal or civil, seeking to establish such officer’s or director’s liability arising out of his alleged dereliction of duty to the Corporation.

 

5.3  Procedure.  Any officer or director seeking indemnification hereunder shall follow such prescribed procedures as the Board of Directors of the Corporation and applicable laws shall require.

 

ARTICLE VI - CAPITAL STOCK

 

6.1  Certificates of Shares.  The shares of the Corporation shall be represented by certificates, numbered and with the seal of the Corporation affixed (or a facsimile thereof), signed by the President  or a Vice President and the Secretary or an Assistant Secretary.  If such certificate is countersigned by a transfer agent or registered by a registrar, other than the Corporation itself or an employee of the Corporation, the signature of the Corporation’s officers may be facsimiles.

 

6.2  Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of shares to be lost or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, prescribe such terms and conditions as it deems expedient and may require such indemnities as it deems adequate to protect the Corporation from and against any claim that may be made against it with respect to the certificate alleged to have been lost or destroyed.

 

6.3  Transfer of Shares.  The shares of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives.  Subject to valid transfer restrictions and to stop transfer orders directed in good faith by the Corporation to any transfer agent to prevent possible violations of federal or state securities laws, rules or regulations, upon surrender to the Corporation of the old certificates by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to

 

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such other person as the directors may designate, the old certificates shall be canceled, and new certificates shall thereupon be issued.  A record shall be made of each transfer.  Transfers of shares shall be by appropriate endorsement as provided by applicable laws.

 

ARTICLE VII - PREEMPTIVE RIGHTS

 

7.1  Status of Preemptive Rights of Shareholders.  Shareholders of the Corporation shall not have any preemptive rights to subscribe for or purchase any of the Corporation’s unissued or treasury shares.

 

ARTICLE VIII - CORPORATE SEAL

 

8.1  Corporation to Use Seal.  The Corporation shall have a seal bearing the name of the Corporation which shall be in the form affixed to the Certificate of Adoption of these Bylaws attached hereto.

 

8.2  Use of Seal.  The seal of the Corporation may be affixed to any official documents of the Corporation.

 

ARTICLE IX - MISCELLANEOUS PROVISIONS

 

9.1  Checks, Drafts, Notes.  All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall, from time to time, be determined by resolution of the Board of Directors.

 

9.2  Notice and Waiver of Notice.  Whenever any notice required by these Bylaws is to be given, personal notice is not meant unless expressly so stated; and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office in a sealed, prepaid wrapper, addressed to the person entitled thereto at his last known address, and such notice shall be deemed to have been given on the day of such mailing.  Any notice required to be given by these Bylaws may be waived by the person entitled to receive notice of any meeting except as otherwise provided by law.

 

ARTICLE X - METHOD OF AMENDING BYLAWS

 

10.1  Amendment.  The Board of Directors, by the affirmative vote of a majority of the authorized membership of the Board of Directors of the Corporation, may at any meeting, provided the substance of the proposed amendment shall have been stated in the notice of the

 

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meeting, amend or alter, repeal, or change any of these Bylaws without any action on the part of the shareholders.

 

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CERTIFICATE OF ADOPTION

 

The foregoing Bylaws of the Corporation have been adopted this    27th day of    February, 2008, by action of the Board of Directors of the Corporation pursuant to the laws of this State.

 

IN TESTIMONY THEREOF, witness the hand of the undersigned as Secretary of the Corporation on such date.

 

 

 

 

 

 

/s/

Johnelle Hunt

 

 

 

 

 

Johnelle Hunt

 

 

 

 

 

 

Secretary

 

 

 

 

 

 

 

 

(SEAL)

 

 

 

 

 

 

 

 

 

 

 

 

 

APPROVED:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/

Wayne Garrison

 

 

 

 

 

Wayne Garrison

 

 

 

 

 

 

Chairman

 

 

 

 

 

 

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EX-31.1 3 a08-11460_1ex31d1.htm EX-31.1

Exhibit 31.1

 

RULE 13a-14(a)/15d-14(a) CERTIFICATION

 

I, Kirk Thompson, Principal Executive Officer, certify that:

 

1.             I have reviewed this quarterly report on Form 10-Q of J.B. Hunt Transport Services, Inc.;

 

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a  material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for the periods presented in this report;

 

4.             The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)              designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)             designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)              evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)             disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent calendar quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.             The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

 

a)              all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)             any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:  April 30, 2008

/s/ Kirk Thompson

 

Kirk Thompson

 

President and Chief Executive Officer

 


EX-31.2 4 a08-11460_1ex31d2.htm EX-31.2

Exhibit 31.2

 

RULE 13a-14(a)/15d-14(a) CERTIFICATION

 

I, Jerry W. Walton, Principal Financial Officer, certify that:

 

1.               I have reviewed this quarterly report on Form 10-Q of J.B. Hunt Transport Services, Inc.;

 

2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.               Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for the periods presented in this report;

 

4.               The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)              designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)             designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)              evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)             disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent calendar quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.               The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

 

a)              all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)             any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date:  April 30, 2008

/s/ Jerry W. Walton

 

 

 

Jerry W. Walton

 

Executive Vice President, Finance and
Chief Financial Officer

 


EX-32.1 5 a08-11460_1ex32d1.htm EX-32.1

Exhibit 32.1

 

SECTION 1350 CERTIFICATION

 

In connection with the Quarterly Report of J.B. Hunt Transport Services, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kirk Thompson, Principal Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002:

 

1.               The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.               The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates presented and consolidated results of operations of the Company for the periods presented.

 

 

Date:  April 30, 2008

/s/ Kirk Thompson

 

Kirk Thompson

 

President and Chief Executive Officer

 


EX-32.2 6 a08-11460_1ex32d2.htm EX-32.2

Exhibit 32.2

 

SECTION 1350 CERTIFICATION

 

In connection with the Quarterly Report of J.B. Hunt Transport Services, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jerry W. Walton, Principal Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002:

 

1.               The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.               The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates presented and consolidated results of operations of the Company for the periods presented.

 

 

Date:  April 30, 2008

 

/s/ Jerry W. Walton

 

 

 

 

 

Jerry W. Walton

 

 

Executive Vice President, Finance and

 

 

Administration,

 

 

Chief Financial Officer

 


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