-----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, HruRv8jHE82zVjTlnusVTcf3jukfQWk7TvFdq6NSDqEHqoEz3R0L7UEUCBvBTSV1 80+9IbMPkN9+Opzb+sHR1A== 0000793765-95-000038.txt : 19951231 0000793765-95-000038.hdr.sgml : 19951231 ACCESSION NUMBER: 0000793765-95-000038 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951229 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: KLLM TRANSPORT SERVICES INC CENTRAL INDEX KEY: 0000793765 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 640412551 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14759 FILM NUMBER: 95605799 BUSINESS ADDRESS: STREET 1: 3475 LAKELAND DR CITY: JACKSON STATE: MS ZIP: 39208 BUSINESS PHONE: 6019392545 MAIL ADDRESS: STREET 1: P.O.BOX 6098 CITY: JACKSON STATE: MS ZIP: 39288 10-Q/A 1 [RETURN-COPY] EMAIL [NOTIFY] 76437,1025 [SROS] NASD [SUBMISSION-CONTACT] [NAME] JAMES H. NEELD [PHONE] 601-360-9021 [/SUBMISSION-CONTACT] [TEXT] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Period Ended September 29, 1995 Commission File Number 0-14759 KLLM TRANSPORT SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 64-0412551 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Post Office Box 6098 Jackson, Mississippi 39288 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (601) 939-2545 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, and (2) has been subject to such filing requirements for the past 90 days. Yes X No 4,509,251 Common Shares were outstanding as of September 29, 1995. KLLM TRANSPORT SERVICES, INC. AND SUBSIDIARIES INDEX Page Number PART I. FINANCIAL INFORMATION: Item 1. Financial Statements Condensed Consolidated Balance Sheets September 29, 1995 (Unaudited) and December 30, 1994 1 Consolidated Statements of Earnings (Unaudited) Thirteen and thirty-nine weeks ended September 29, 1995 and September 30, 1994 2 Condensed Consolidated Statements of Cash Flows (Unaudited) Thirty-nine weeks ended September 29, 1995 and September 30, 1994 3 Notes to Condensed Consolidated Financial Statements (Unaudited) 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5 PART II. OTHER INFORMATION: Item 6. Exhibits and Reports on Form 8-K 7 KLLM TRANSPORT SERVICES, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE A- BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. They have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and accordingly, do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. NOTE B - ACQUISITION OF CORPORATION Effective May 1, 1995, the Company acquired substantially all of the assets of Vernon Sawyer, Inc., a regional dry-van truckload carrier based in Bastrop, Louisiana. Prior operations of Vernon Sawyer, Inc. are immaterial to the Company's revenue, net earnings and earnings per share for the periods ended September 29, 1995 and December 30, 1994. Effective March 1, 1994, the Company acquired all of the outstanding stock of Fresh International Transportation, Inc., a company which provides temperature controlled transportation via double-stack containers on railroads. Results from operations of the Company include operations of the acquired company since March 1, 1994. The excess of purchase price over the fair value of the assets acquired is classified as goodwill and is included in intangibles in the accompanying balance sheet. Goodwill is being amortized by the straight line method over fifteen years. Prior operations of Fresh International Transportation, Inc. are immaterial to the Company's revenue, net earnings and earnings per share for the periods ended September 29, 1995 and December 30, 1994. NOTE C - FISCAL YEAR The Company has adopted a fiscal year-end on the Friday nearest December 31. Accordingly, the third quarter of 1995 ended on Friday, September 29, 1995. NOTE D - COMMITMENTS AND CONTINGENCIES During the first nine months of 1995, the Company entered into certain operating leases for revenue equipment with an average annual minimum rental payment of $4,057,000 through 1999. The Company is involved in various claims and routine litigation incidental to its business. Management is of the opinion that the outcome of these matters will not have a material adverse effect on the consolidated financial position or results of consolidated operations of the Company. KLLM TRANSPORT SERVICES, INC AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
September 29, December 30, 1995 1994 (Unaudited) (Note) 1994 nos. are from the published balance sheet. (In Thousands) ASSETS Current assets: Cash and cash equivalents $0 $1,397 Accounts receivable 31,675 24,063 Inventories - at cost 1,535 1,191 Prepaid expenses: Tires 4,067 5,314 Other 2,288 3,764 Deferred income taxes 1,450 1,450 __________ _________ Total current assets 41,015 37,179 Property and equipment 188,606 182,747 Less accumulated depreciation (58,619) (55,991) _______ _______ 129,987 126,756 Intangible assets, net (Note B) 2,711 2,142 ________ _______ $173,713 $166,077 ________ _______ ________ _______ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable to banks $5,139 $4,000 Accounts payable and accrued expenses 12,494 8,670 Current maturities of long-term debt and capital leases 6,075 2,483 _______ ________ Total current liabilities 23,708 15,153 Long-term debt and capital leases, less current maturities 64,771 66,531 Deferred income taxes 16,550 16,550 Stockholders' equity: Preferred Stock, $.01 value; authorized 5,000,000 Shares; none issued Common Stock, $1 par value; 10,000,000 shares authorized; issued shares - 4,552,219 in 1995 and 1994, respectively; outstanding shares - 4,509,251 in 1995 and 4,481,251 in 1994. 4,552 4,552 Additional paid-in capital 32,946 33,121 Retained earnings 31,831 31,234 ______ ______ 69,329 68,907 Less Common Stock in Treasury, at cost, 42,968 shares in 1995 and 70,968 shares in 1994. (645) (1,064) ______ ______ Total Stockholders' Equity 68,684 67,843 ______ ______ $173,713 $166,077 _______ ______ _______ ______ Note: The balance sheet at December 30, 1994 has been derived from the audited financial statements at the date indicated, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See accompanying notes. KLLM TRANSPORT SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
Thirteen Weeks Ended Thirty-Nine Weeks Ended September 29, September 30, September 29, September 30, 1995 1994 1995 1994 (In Thousands, Except Per Share Amounts) OPERATING REVENUE $66,379 $57,517 $186,236 $162,619 OPERATING EXPENSES: Salaries, wages and fringe benefits 18,789 15,145 52,616 46,421 Operating supplies and expenses 17,997 15,410 48,911 46,619 Insurance, claims, taxes and licenses 3,267 2,639 8,624 8,107 Depreciation and amortization 6,043 5,494 17,363 15,522 Purchased transportation and equipment rent 17,142 12,895 45,930 28,684 Other 2,867 2,491 8,506 7,522 Gain on sale of revenue equipment (431) (375) (1,180) (562) ________ ______ ________ _______ TOTAL OPERATING EXPENSES 65,674 53,699 180,770 152,313 OPERATING INCOME 705 3,818 5,466 10,306 Interest and other income (7) (7) (15) (16) Interest expense 1,543 1,282 4,520 3,775 _________________ ___________________ 1,536 1,275 4,505 3,759 _________________ ___________________ EARNINGS BEFORE INCOME TAXES (831) 2,543 961 6,547 Income taxes (316) 975 365 2,475 _________________ ___________________ NET EARNINGS ($515) $1,568 $596 $4,072 _________________ ___________________ _________________ ___________________ NET EARNINGS PER COMMON SHARE ($0.11) $0.35 $0.13 $0.90 _________________ ___________________ _________________ ___________________
See accompanying notes. KLLM TRANSPORT SERVICES INC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Thirty-Nine Weeks Ended September 29, September 30, 1995 1994 (In Thousands) NET CASH PROVIDED BY OPERATING ACTIVITIES $17,127 $23,497 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of Vernon Sawyer, Inc. assets (Note B) (10,531) Purchase of Fresh International Transportation, Inc. (Note B) (2,566) Purchases of property and equipment (19,155) (30,865) Proceeds from disposition of equipment 7,991 5,066 _________ _________ _________ _________ NET CASH FLOWS USED IN INVESTING ACTIVITIES (21,695) (28,365) _________ _________ _________ _________ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 244 9 Purchase of common stock for treasury (108) Debt to fund Vernon Sawyer, Inc. acquisition 3,795 Net increase in borrowings under revolving Line of credit 5,000 8,500 Repayment of long-term debt and capital leases (4,272) (2,110) Net (decrease) in borrowings under working capital line of credit (1,552) (1,526) ________ ________ NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 3,215 4,765 ________ ________ Net Decrease in Cash and Cash Equivalents (1,353) (103) Cash and Cash Equivalents at Beginning Of Period 1,353 869 ________ ________ Cash and Cash Equivalents at End Of Period $0 $766 ________ ________ ________ ________
See accompanying notes. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources KLLM Transport Services, Inc.'s primary sources of liquidity are its cash flow from operations and its existing credit agreements. During the thirty-nine weeks ended September 29, 1995, the Company generated $17.1 million in net cash provided from operating activities. The Company's traditional trade cycle on revenue equipment requires significant investments in new tractors and trailers, which were previously financed largely through long-term debt and capitalized leases. The vast majority of new tractors are now (beginning January 1995) being leased under an operating lease plan with terms more favorable than could have been obtained with financing or capital leasing. During the first nine months of 1995, the Company entered into these operating leases with average annual minimum rental payments of $4,057,000 through 1999. The commitment for 1995 is approximately $2,000,000. Capital expenditures, net of proceeds from trade-ins, during the first nine months of 1995 were approximately $11,164,000. Net capital expenditures for the remainder of 1995, primarily for revenue equipment, are expected to be approximately $600,000. Effective May 1, 1995, the Company acquired substantially all of the assets of Vernon Sawyer, Inc, a regional dry-van truckload carrier based in Bastrop, Louisiana. The acquisition was financed from net cash provided from operating activities and existing credit facilities. Effective March 1, 1994, the Company acquired all of the outstanding stock of Fresh International Transportation, Inc., a company which provides temperature controlled transportation via double-stack containers on railroads. The acquisition was financed from net cash provided from operating activities. At September 29, 1995, the aggregate principal amount of the Company's outstanding long-term indebtedness was approximately $70.8 million. Of this total outstanding, $3.8 million was in the form of 10.2% Notes due July 15, 1998, $20.0 million in the form of 9.11% Senior Notes due June 15, 2002, $40.0 million consisted of the revolving line of credit due April 7, 1997, and $7.1 million principal was relative to capital leases with varying maturities. The Company has a $50,000,000 unsecured revolving line of credit with a syndication of banks. As noted above, borrowings of $40,000,000 were outstanding at September 29, 1995. Under the terms of the agreement, borrowings bear interest at (I) the higher of prime rate or a rate based upon the Federal Funds Effective Rate, (ii) a rate based upon the Eurodollar rates, or (iii) an absolute interest rate as determined by each lender in the syndication under a competitive bid process at the Company's option. Facilities fees from 1/4% to 3/8% per annum are charged on the unused portion of this line. Working capital needs have generally been met from net cash provided from operating activities. The Company has $4,150,000 in unsecured working capital lines of credit with a bank, $1,702,000 of which was available at September 29, 1995. Interest is at a rate based upon the Eurodollar rates with facility fees at 1/4% per annum on the unused portion of the line. The Company anticipates that its existing credit facilities along with cash flow from operations will be sufficient to fund operating expenses, capital expenditures, and debt service. Results of Operations Operating revenue for the third quarter and first nine months of 1995 increased 15.4% and 14.5% over the comparable periods of 1994. The increase in operating revenue in the third quarter consisted of a 4.5% increase from the Company's traditional over-the-road truckload business, of which a 6.7% increase came from the owner-operator division, a 1.8% decrease from rail services, 3.6% increase from transportation brokerage services, 1.9% increase from international services, and 7.2% increase from the addition of our new dry-van over-the-road truckload division. The increase in operating revenue in the first nine months of 1995 consisted of a 3.4% increase from the Company's traditional over-the-road truckload business, of which a 6.8% increase came from the owner-operator division, an 0.6% decrease from rail services, 4.4% increase from transportation brokerage services, 2.9% increase from international services, and 4.4% increase from the addition of our new dry-van over-the-road truckload division. The increase in revenue resulted from an increase in available Company-operated equipment. The average number of Company operated trucks in the third quarter and first nine months of 1995 increased by approximately 15.0% and 12.2%, from the comparable periods in 1994. The operating ratio increased from 93.4% to 98.9% for the third quarter and from 93.7% to 97.1% for the first nine months of 1995 compared to the same periods in 1994. During the third quarter of 1995 operating revenues and results, particularly in our trucking and rail operations, were affected by continuing softening in demand for transportation services which has plagued the industry in recent months. During the first nine months of 1995, operating revenues were affected by the West Coast flooding, a Canadian National Railway strike and the continuing industry-wide softness in the transportation market. The relative change in the components of operating expenses during 1995 reflects the increase in purchased transportation by the newer operating divisions as compared to 1994, and the increase in equipment rent regarding the new operating leases for tractors and trailers, as previously mentioned. The increase in gain on sale of revenue equipment during the first nine months of 1995 as compared to the same period in 1994 resulted in a decrease in the operating ratio of 0.3%. Substantially all of the growth in revenue is from the newer operations. These divisions are lower margin than the traditional over-the-road freight operation which increases the operating ratio overall; however, they are not as capital intensive. As a result of the foregoing, net earnings decreased by $2,083,000 or 133% for the third quarter and by $3,475,000 or 85% for the first nine months of 1995 from the comparable periods of 1994. Earnings per share decreased from $.35 to a loss of $.11 in the third quarter of 1995 and decreased from $.90 to $.13 in the first nine months of 1995 compared to the same periods of 1994. Seasonality In the transportation industry, results of operations generally show a seasonal pattern because customers reduce shipments during and after the winter holiday season with its attendant weather variations. The Company's operating expenses have historically been higher in the winter months primarily due to decreased fuel efficiency and increased maintenance costs in colder weather. PART II: OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K There were no reports on Form 8-K filed for the quarter ended September 29, 1995. 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. KLLM TRANSPORT SERVICES,INC. (Registrant) Date November 13, 1995 J. Kirby Lane Executive Vice President and Chief Financial Officer Date November 13, 1995 Cindy F. Bailey Corporate Controller 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. KLLM TRANSPORT SERVICES, INC. (Registrant) Date November 13, 1995 /s/ J. Kirby Lane J. Kirby Lane Executive Vice President and Chief Financial Officer Date November 13, 1995 /s/ Cindy F. Bailey Cindy F. Bailey Corporate Controller
EX-27 2
5 6-MOS DEC-29-1995 SEP-29-1995 0 0 31,675 147 1,535 41,015 188,606 58,619 173,713 23,708 0 4,552 0 0 64,132 173,713 0 186,236 0 180,770 0 0 4,520 961 365 596 0 0 0 596 0.13 0.13
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