(Front Cover) 1999 Annual Report Arnold Industries, Inc. Company logo (Inside Front Cover) ARNOLD INDUSTRIES, INC. Arnold Industries is a transportation and logistics holding company. Through its operating units, New Penn Motor Express, Inc., Arnold Transportation Services, Inc., and Arnold Logistics, the Company provides regional less-than-truckload (LTL), truckload, fulfillment and logistic services. 1999 operating revenues totaled $428 million. NEW PENN New Penn provides next-day LTL service in the Northeast region of the United States. The company is widely regarded as a superior service provider and one of the most efficiently operated carriers in the industry. 1999 operating revenues totaled $215.6 million. ARNOLD LOGISTICS Arnold Logistics specializes in order fulfillment and logistic services. Arnold Logistics has 3.4 million square feet of warehousing space located in Pennsylvania, North Carolina and Texas. 1999 operating revenues totaled $37.0 million. ARNOLD TRANSPORTATION SERVICES Arnold Transportation Services provides irregular route and dedicated truckload services in the Northeast, Southeast, Midwest and Southwest regions of the United States. 1999 operating revenues totaled $175.6 million. FINANCIAL SUMMARY (dollars in thousands except per share data) 1999 1998 Change Revenues $428,231 $403,721 6.1% Net Income $34,654 $35,116 -1.3% Net Income Per Share (Basic) $1.40 $1.37 2.2% Shareholders' Equity $248,182 $226,400 9.6% Total Assets $345,743 $320,111 8.0% Return on Average Shareholders' Equity 14.6% 15.8% -1.2% CONTENTS 1 Letter to Shareholders 2 New Penn Motor Express 4 Arnold Logistics 6 Arnold Transportation Services 8 Consolidated Five-Year Statistical Summary 9 Consolidated Balance Sheets 10 Consolidated Statements of Income 10 Consolidated Statements of Shareholders' Equity 11 Consolidated Statements of Cash Flows 12 Notes to Consolidated Financial Statements 17 Report of Independent Accountants 18 Quarterly Performance 18 Price Range Common Stock 19 Management's Discussion and Analysis of Financial Condition and Results of Operations 22 Eleven-Year Financial Summary 24 Board of Directors and Shareholder Information To Our Shareholders: Arnold Industries achieved record revenues of $428 million in 1999, an increase of 6%. Basic earnings per share rose to a record $1.40, an increase of $.03 compared to 1998. During the past three years, we have purchased over 2 million shares of Arnold Industries stock in open-market transactions as part of our share repurchase program. Although we strongly believe our stock represents an excellent value, your Board shares the sentiments of many stockholders that it has been disappointing, if not frustrating, to have the trucking sector, and Arnold Industries in particular, miss the recent bull market. The shares of companies like Arnold Industries (dividend-paying, profitable, stable companies, commonly called "value stocks") have largely been overlooked in recent years while high revenue growth technology companies have been the darlings of Wall Street. At the same time, we also recognize that the modest growth in earnings at Arnold Industries in recent years is reflected in the current share price. However, as noted below and elsewhere in this report, there were many positive developments at each of our companies in 1999 that position the company for improved earnings in the future. New Penn continued its record of stellar performance with revenues and operating income increasing 6% and 4%, respectively. The operating ratio was an outstanding 79.2. New Penn had a strong finish. Fourth quarter revenues grew 13% as the company was able to capitalize on the demise of a competitor without sacrificing margins. The outstanding operations team at New Penn continues to produce a very high quality product while maintaining efficiencies that position the company among the low-cost producers of regional LTL transportation. Equally important is New Penn's success in raising the standard of LTL service in the Northeast. Improvements that combine even faster service with information technology and the Internet position the company for continued success. Arnold Transportation Services successfully addressed several challenges during the year. The company bounced back from a potentially significant change in a key source of revenue to end the year with modest growth. The company increased recruiting efforts to deal with the shortage of drivers. Rising fuel costs dealt a blow to margins, which remain unsatisfactory. Unfortunately, rising fuel costs are expected to be a very significant issue through the first quarter of 2000. Margin improvement and a commitment to secure dedicated operations are the highest priorities at Arnold Transportation. Exciting developments at Arnold Logistics resulted in a 26% increase in revenues. The growth was primarily in the areas of order fulfillment, reverse logistics and distribution services. Arnold Logistics is becoming a leader in e-commerce fulfillment and reverse logistic services. Start-up costs associated with the growth and e-commerce service developments resulted in flat earnings for the year. We plan to more than double the revenues at Arnold Logistics in the next two years. Fully integrated fulfillment services that meet the needs of e-commerce clients are an important source of future revenues. We are aggressively pursuing acquisitions in new geographic markets. The future growth curve we have planned for Arnold Logistics is expected to support a larger contribution to earnings in the years ahead. As always, we appreciate the continued support of our shareholders, the business of our loyal customers and the dedicated efforts of the thousands of employees at each of our operating units. The new century presents us with opportunity as well as substantial challenge. Our industry is no longer just trucking, it is part of the revolution in logistics. We are continuously refining our service offerings to meet the ever-changing needs of our customers through the unique and combined expertise of our three divisions. Sincerely, /s/ E. H. Arnold E. H. Arnold Chairman, President and CEO March 1, 2000 NEW PENN MOTOR EXPRESS Overview New Penn Motor Express is a next-day regional less-than-truckload (LTL) carrier of general commodities. The Company operates 23 terminal facilities serving the twelve Northeastern United States, the Province of Quebec and the Commonwealth of Puerto Rico. New Penn also provides service to portions of the Midwest, the Southeastern United States and Ontario, Canada through partnerships with other high-service regional carriers. Industry Leading Financials In 1999, New Penn achieved record revenues of $215.6 million, an increase of 6%, and record operating income of $44.8 million, an increase of 4%. Operating revenues grew stronger throughout the year, and New Penn finished the year with an excellent fourth quarter when revenues increased 13% and operating income increased 5%. For the year 1999, New Penn should once again lead the industry in operating profit margins through an outstanding operating ratio of 79.2. Service Improvements New Penn has long had a reputation of superior service and a culture of continuous improvement. 1999 was no exception as the company received several awards for service quality including being named "LTL Core Carrier of the Year" by The Home Depot. Several new records for service excellence were established including on-time service and cargo claims. During the year, 99.82% of shipments were delivered claim-free and the claims ratio was reduced to .3% indicating only three tenths of 1% of revenues were paid back to shippers to settle cargo claims. In response to customers' ever-increasing need for faster transit times, New Penn improved the service standards in several traffic lanes from second-day to next-day. These improvements brought the overall performance to 95% of shipments being delivered next-day. At the same time, the company recognized that customers also prefer to receive shipments as early in the day as possible. With that in mind, the company undertook a company-wide service improvement project. The results have been impressive with the company now delivering nearly 70% of shipments before noon. Integrated Information Technology On-board Computers New Penn is a leader in the use of information technology to maximize operational efficiencies. The major initiative during 1999 was the continued implementation of on-board computers. On-boards are now installed in 75% of New Penn's tractor fleet. By year-end 2000, this technology will be utilized in all but two facilities where rural and mountainous conditions make the application impractical at this time. What makes New Penn's on-board computer implementation unique is its integration with the computerized pickup and delivery dispatch system that is already in use throughout the New Penn network. On-boards provide improved communication between the driver and dispatcher. Internet Applications In 1999, the company made significant progress in its use of the Internet for customer applications by integrating its advanced internal information systems with the World Wide Web to give customers greater visibility of their shipments. By linking the web site to the dispatch system and on-board computers, customers get up-to-the-minute delivery status information on their shipments without calling the company. Through a secure area of the web site, customers can also create reports of their shipping activity, review freight charges and request shipping documents. During the first quarter of 2000 several enhancements to the site were introduced including customer specific rate quotes and pickup entry. The pickup entry feature permits customers to enter a request for pickup directly into the dispatch system eliminating the need for an employee to take the call and enter the information. The web site address is www.newpenn.com. Safety, Facilities and Equipment During 1999, 17 additional drivers surpassed one million miles without a DOT chargeable accident. Further, three employees achieved two million accident-free miles. The company is extremely proud of the safety accomplishments of its employees. A total of 57 drivers now have driven over 1 million accident-free miles. New Penn continues to use its financial stability to invest for the future. Newly renovated facilities in the Philadelphia and Boston areas were opened in 1999 to expand capacity and improve efficiency. Six other facilities are at various stages of land acquisition, construction or renovation. The company also invested in 95 new tractors and 58 new trailers in 1999 to ensure a modern, reliable, cost-effective fleet. The investments made in service improvements, technology, facilities and equipment in 1999 ensure the company is well-positioned to efficiently meet customer needs in the future. ARNOLD LOGISTICS Overview Arnold logistics is a provider of fulfillment and logistic services. With nearly 800 dedicated employees, over 3.4 million sq. ft. of warehousing space and a full range of services, Arnold Logistics is well-positioned to meet the dynamic logistics challenges facing customers today. Facilities are located in Pennsylvania, Texas and North Carolina. Arnold Logistics provides award-winning service and was recently recognized by the Quaker Oats Company and by the Coors Brewing Company for outstanding distribution services in 1999. Services provided include: Fulfillment - e-commerce and catalog order management, invoicing, warehousing, small parcel shipping, order and inventory reporting. Arnold Logistics provides unique fulfillment services for the e-commerce customer such as same day shipping, peak order volume management and even gift wrapping. An important component of comprehensive fulfillment service is Call Center Management which includes Internet order administration, catalog order management, customer service, credit card processing, integrated managed chat, reporting and email. Contract Packaging - custom sortation, automated high-speed shrink-wrapping and banding, collating, carton assembly, UPC and date coding. Distribution - integrated warehousing, shipping and transportation services, including climate controlled facilities and insulated trailers. Reverse Logistics - comprehensive returns processing from receiving to warehousing and reshipping plus sorting, inspection and refurbishment. Financials Arnold Logistics posted record revenues of $37.0 million in 1999, an increase of 26%. The growth was primarily in the areas of order fulfillment, reverse logistics and distribution services at the new facilities in Lancaster, PA. Operating income was unchanged at $5.5 million reflecting significant start-up costs associated with the new e-commerce and fulfillment services. Fourth quarter operating income increased 3% compared to the prior year. Investing in the Future The strategy at Arnold Logistics is to utilize the extensive experience gained during the past 24 years in the traditional services of distribution, warehousing and contract packaging as a stable platform from which to grow in the new e-commerce and reverse logistics markets. Growth in all service areas reduces risk and improves the company's flexibility to customize solutions to the needs of each customer. Unlike many other e-commerce fulfillment companies, Arnold Logistics provided to its clients high levels of service throughout the peak-volume fourth quarter holiday shipping period. Arnold Logistics maintained its commitment to premium e-commerce fulfillment services. Such premium service is at the heart of the Arnold Logistics strategy to support dynamic e-commerce growth in the future. Premium service is also the company's greatest sales tool. Two large fulfillment projects became operational in the second half of 1999. To support future growth, investments will continue to be made in information technology, facilities and people. Information Technology Recent investments in information technology include automated product sorting equipment for accuracy and speed in order fulfillment. Call center management and service systems were enhanced including expansion of Internet access and managed Internet chat with reporting and Internet email capabilities. Systems that forward computer reports through the Internet improve customer communications and reduce operating costs. Development of a new modular order management and warehouse management system has begun that will allow future applications to be implemented seamlessly. This system is being designed to increase flexibility and system capabilities while minimizing the cost and time required to implement new system features. The computerized answering system is being enhanced to ensure uninterrupted service 24 hours per day, seven days per week. Facilities During 1999, Arnold logistics began operation of a 562,000 sq. ft. company-owned warehouse in Lancaster, PA. The company invested over $2 million in equipment for the Lancaster facility including a highly automated sorter using barcode scanning to process orders. The company also increased its leased space in Central Pennsylvania by 100,000 sq. ft. and added a 240,000 sq. ft. facility in Dallas, TX in 1999. People Project management staff is now being dedicated to assist clients in managing projects through the start-up phase and expanding their existing operations with Arnold Logistics. Resources have been doubled in the past year to aid in the support and development of information systems. Executive staff has been enhanced to provide the management structure needed. Arnold Logistics has been a leader in hiring and training people who reflect the diversity of today's workplace including refugees from Bosnia and Viet Nam. ARNOLD TRANSPORTATION SERVICES Overview Arnold Transportation Services provides irregular route, multi-stop and dedicated truckload services in the Northeast, Southeast, Midwest and Southwest regions of the United States. The Company is headquartered in Jacksonville, FL and operates eleven service centers. Arnold Transportation Services has a significant presence in the beverage, consumer products and retail industries. Financial Results Arnold Transportation Services achieved record revenues of $175.6 million in 1999, a 2% increase from the previous year. Operating income for the year was $5.9 million, a decrease of 18%, however, in the fourth quarter operating income increased 6%. Diesel fuel costs, a key cost component, rose throughout the year and had a negative impact on operating income. Market Developments Arnold Transportation made a significant move away from reliance on third-party brokerage agreements as a source of revenue in 1999. Although this had a negative impact on revenue growth in 1999, long-term, this change positions the company to better control future revenue streams. Direct contact with key national account customers resulted in partnership opportunities, improved account penetration and significant growth at those accounts in 1999. New contracts for dedicated service secured in 1999 will also be a source of future revenue growth. Several national account customers recognized Arnold Transportation for outstanding customer service and on-time delivery including Appleton Paper and Best Buy. Special recognition was given to the company and several customer service representatives as The Home Depot named the company "Truckload Carrier of the Year" at the Import Distribution Center in Savannah, Ga. An area of strategic focus for Arnold Transportation in 1999 was development of the Midwest region. Revenues on business to and from the region grew by over 50%. This growth helped the company reduce its empty miles as a percentage of all miles. The overall revenue per tractor also improved. While the company continues to grow in the interregional markets, the average length of haul in 1999 was 356 miles reflecting the regional roots of the company. Driver Recruitment The shortage and turnover rate of truck drivers continued to be an issue throughout the industry and at Arnold Transportation in 1999. The company made progress recruiting drivers in St. Louis to support the Midwest market expansion. In June, the company introduced "Super Driver", an audio cassette series to help keep drivers informed of company developments in an interesting and entertaining fashion. The company also began utilizing the World Wide Web as a tool for driver recruitment. Arnold Transportation is relying more heavily on owner-operators as their numbers increased by 17% in 1999. Part of the growth in owner-operators came from a special program whereby 59 company drivers purchased and financed tractors through the company. Safety, Facilities and Equipment Another industry-wide issue on which Arnold Transportation is making progress is safety. The company decreased the frequency of preventable accidents by 13% and reduced the rate of lost-time injuries by 15%. The company continued to review its network of terminal and maintenance facilities following the merger of the three former truckload subsidiaries. The Greensboro, NC terminal was closed in June. In Charlotte, the maintenance facility was closed and the terminal is scheduled to close in March 2000. The company reduced the average age of the tractor fleet to 2.1 years. This represents a reduction of over one third in the past year. The benefits are in higher service reliability, lower maintenance costs and in driver recruiting as new units are equipped with the latest in "driver-friendly" features. Over 330 new tractors were purchased in 1999. With this major update of the fleet, a significant reduction in capital expenditures is expected in 2000. The trailer fleet was expanded 5% in 1999 to provide modern 53' trailers for customers. Nearly 85% of the fleet is now comprised of 53' and 57' high cube trailers. The company increased its use of satellite tracking units by 33% in 1999 and now all linehaul tractors are equipped with the technology. Maintenance costs per mile were reduced by 8% compared to the prior year. Information Technology Systems New operations management systems were designed and implemented to monitor out-of-route mileage, fuel economy and tractor utilization. New Internet applications were developed for load tendering with key customers and development of the Arnold Transportation web site (www.arnoldtransportation.com). Market development efforts were supported through the implementation of a software package for customer relationship management to be used by the sales force and customer service representatives. Improved marketing reports to manage key accounts were also implemented. Progress was made on many fronts in 1999 to support improved growth of revenues and earnings at Arnold Transportation. ARNOLD INDUSTRIES CONSOLIDATED FIVE-YEAR SUMMARY (dollars in thousands except per share data) 1999 1998 1997 1996 1995 Operating Revenues 428,231 403,721 383,165 356,335 330,136 Net Income 34,654 35,116 32,210 25,409 30,501 Net Income Per Share 1.40 1.37 1.23 .95 1.15 Operating Revenues by Service Less-than-Truckload 215,609 202,910 203,299 181,871 167,057 Truckload 175,599 171,366 153,712 151,926 144,534 Fulfillment & Logistics 37,023 29,445 26,154 22,538 18,545 CONSOLIDATED BALANCE SHEETS as of December 31, 1999 and 1998 (dollars in thousands) ASSETS 1999 1998 Current assets: Cash and cash equivalents $ 16,231 $19,433 Marketable securities 2,105 4,849 Accounts receivable: Trade (less allowance for doubtful accounts of $1,471 and $1,184) 49,607 39,555 Officers and employees 204 604 Notes receivable, current 1,358 874 Deferred income taxes 4,258 6,263 Prepaid expenses and supplies 7,464 7,458 Refundable income taxes - 707 Total current assets 81,227 79,743 Property and equipment, at cost: Land 20,443 17,691 Buildings 108,465 88,206 Revenue and service equipment 224,500 213,524 Other equipment and fixtures 45,287 34,337 Construction in progress 3,106 16,400 401,801 370,158 Accumulated depreciation 157,028 149,459 Total property and equipment 244,773 220,699 Other assets: Goodwill, net of accumulated amortization of $2,876 and $2,592 8,018 8,303 Investments in limited partnerships 8,595 9,120 Notes receivable, long-term 1,755 1,091 Cash value of life insurance, net 928 875 Other 447 280 Total other assets 19,743 19,669 $345,743 $320,111 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Notes payable $ 24,830 $ 15,864 Accounts payable, trade 10,789 10,352 Estimated liability for claims 4,302 5,079 Salaries and wages 3,809 3,387 Accrued vacation 6,039 5,889 Accrued expenses - other 4,059 4,041 Income taxes payable 1,297 - Total current liabilities 55,125 44,612 Other long-term liabilities: Estimated liability for claims 2,646 10,714 Deferred income taxes 37,710 35,307 Notes payable 192 1,310 Other 1,888 1,768 Total other long-term liabilities 42,436 49,099 Commitments and contingencies (Note 11) Shareholders' equity: Common stock, par value $1.00; authorized 100,000,000 shares; 29,942,628 issued in 1999 and 1998 29,942 29,942 Paid-in capital 1,585 658 Retained earnings 256,161 232,418 287,688 263,018 Less treasury stock, at cost - 5,277,302 and 5,123,476 shares in 1999 and 1998, respectively (39,506) (36,618) Total shareholders' equity 248,182 226,400 $345,743 $320,111 <FN>The accompanying notes are an integral part of the consolidated financial statements. CONSOLIDATED STATEMENTS OF INCOME for the years ended December 31, 1999, 1998 and 1997 (dollars in thousands, except per share data) 1999 1998 1997 Operating revenues $428,231 $403,721 $383,165 Operating expenses: Salaries, wages and related expenses 198,079 190,629 187,439 Supplies and expenses 53,428 52,229 59,387 Operating taxes and licenses 10,683 9,793 9,342 Insurance 11,328 9,101 7,471 Communication and utilities 6,263 5,615 5,247 Purchased transportation 57,856 46,406 29,650 Rental of buildings, revenue equipment, etc., net 2,032 1,145 1,715 Depreciation and amortization 31,892 30,585 29,133 Miscellaneous 827 2,021 2,865 Total operating expenses 372,388 347,524 332,249 Operating income 55,843 56,197 50,916 Other expense - net, including interest income of $1,250, $1,674 and $1,605 (1,000) (355) (27) Income before income taxes 54,843 55,842 50,889 Income taxes 20,189 20,726 18,679 Net income $ 34,654 $ 35,116 $ 32,210 Per share amounts Basic $ 1.40 $ 1.37 $ 1.23 Diluted $ 1.39 $ 1.36 $ 1.22 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY for the years ended December 31, 1999, 1998 and 1997 (dollars in thousands, except per share data) Common Paid-in Retained Treasury Stock Capital Earnings Stock Balance - December 31, 1996 $ 29,942 $ 209 $187,923 $ (8,927) Net income - - 32,210 - Distribution of treasury stock due to exercise of stock options - 274 - 203 Purchase of treasury stock - - - (13,065) Cash dividends paid ($.44 per share) - - (11,516) - Balance - December 31, 1997 29,942 483 208,617 (21,789) Net income - - 35,116 - Distribution of treasury stock due to exercise of stock options - 175 - 213 Purchase of treasury stock - - - (15,042) Cash dividends paid ($.44 per share) - - (11,315) - Balance - December 31, 1998 29,942 658 232,418 (36,618) Net income - - 34,654 - Distribution of treasury stock due to exercise of stock options - 927 - 292 Purchase of treasury stock - - - (3,180) Cash dividends paid ($.44 per share) - - (10,911) - Balance - December 31, 1999 $ 29,942 $ 1,585 $256,161 $(39,506) <FN> The accompanying notes are an integral part of the consolidated financial statements. CONSOLIDATED STATEMENTS OF CASH FLOWS for the years ended December 31, 1999, 1998 and 1997 (dollars in thousands) 1999 1998 1997 Cash flows from operating activities: Net income $ 34,654 $ 35,116 $ 32,210 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 32,406 31,099 29,636 Gain on disposal of property and equipment (1,723) (2,096) (588) Equity in earnings of limited partnerships (7) (33) (33) Provision for deferred taxes 4,408 3,858 1,740 Net loss on investments 1 5 24 Changes in operating assets and liabilities: (Increase) decrease in accounts receivable (9,652) 267 (9,777) (Increase) in prepaid expenses and supplies (6) (2,996) (698) Increase in accounts payable, trade 437 197 823 Increase (decrease) in income taxes payable/refundable 2,004 (130) (1,034) (Decrease) increase in estimated liability for claims (8,845) (4,393) 45 Increase (decrease) in accrued expenses 590 (128) 2,132 Other, net 120 114 122 Net cash provided by operating activities 54,387 60,880 54,602 Cash flows from investing activities: Proceeds from sale of investment securities 4,376 5,604 19,075 Purchase of investment securities (1,633) (672) (6,967) Proceeds from disposition of property and equipment 12,148 8,655 5,649 Purchase of property and equipment (68,412) (54,240) (39,760) Capital contributions in limited partnerships (1,073) (1,489) (1,587) Distributions from limited partnerships 18 16 46 Increase in cash value of life insurance (53) (71) (274) Repayment on loans to employees 1,158 185 - Other, net (167) 29 (34) Net cash used in investing activities (53,638) (41,983) (23,852) Cash flows from financing activities: Proceeds from employee stock options exercised 1,219 388 476 Cash dividends paid (10,911) (11,315) (11,516) Proceeds from short-term debt 8,934 - - Principal payments on short-term debt (13) - 156 Purchase of treasury stock (3,180) (15,042) (13,065) Net cash used in financing activities (3,951) (25,969) (23,949) (Decrease) increase in cash and cash equivalents (3,202) (7,072) 6,801 Cash and cash equivalents at beginning of year 19,433 26,505 19,704 Cash and cash equivalents at end of year $ 16,231 $ 19,433 $ 26,505 Supplemental disclosures of cash flow information: Cash paid during the year for: Interest $ 1,315 $ 1,173 $ 1,373 Income taxes $ 14,162 $ 17,029 $ 17,971 <FN> The accompanying notes are an integral part of the consolidated financial statements. <PAGE >NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share data) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Nature of Business: The Company operates in the motor carrier industry, principally in the Eastern United States. Revenues are mainly generated from less-than-truckload hauling, truckload hauling, and warehouse/ logistics services. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Arnold Industries, Inc. and all of its wholly-owned subsidiaries. All material intercompany transactions and balances have been eliminated. Revenue Recognition In accordance with industry practice, revenues from less-than-truckload hauling are allocated between reporting periods based on relative transit time in each reporting period with expenses recognized as incurred, and revenues from truckload hauling are recognized when the shipment is completed with expenses recognized as incurred. Revenues for warehouse/distribution services are recognized as the related services are rendered and associated costs incurred. Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. Marketable Securities At December 31, 1999 and 1998, marketable equity and debt securities have been categorized as available for sale and as a result are recorded at fair value. Realized gains and losses on the sale of securities are recognized using the specific identification method and are included in other income in the consolidated statements of income. Quoted market prices are used to determine market value. Concentrations of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, marketable securities, and trade accounts receivable. The Company places its cash and cash equivalents with high credit financial institutions, and limits the amount of credit exposure to any one financial institution. The Company's marketable securities consist principally of U.S. Government securities, municipal bonds, and equity securities. These securities are subject to minimal risk. Concentrations with respect to trade receivables are limited due to the large number of customers comprising the Company's customer base, and their dispersion across many different industries and geographies. Property and Equipment The Company depreciates the cost, less estimated residual value, of revenue equipment and other depreciable assets principally on the straight-line basis over their estimated useful lives. The estimated useful lives used in computing depreciation on the principal classifications of property and equipment are as follows: Buildings 15 - 31 years Revenue equipment 3 - 10 years Service equipment 3 - 6 years Other equipment and fixtures 3 - 7 years When buildings and equipment are retired or otherwise disposed of, the property and accumulated depreciation accounts are relieved of the applicable amounts and any resulting profit or loss is reflected in miscellaneous operating expenses. In 1999 and 1998, certain revenue equipment was sold to employees for $2,164 and $2,150 in interest bearing notes with established repayment terms. Land was also sold in 1999 in return for a $142 mortgage loan. These have been treated as a non-cash transactions on the 1999 and 1998 consolidated statements of cash flows. Goodwill The excess of the cost of investments in subsidiaries over the fair market value of net assets acquired is shown as goodwill, which is being amortized on a straight-line basis over a maximum period of 40 years. The Company's policy is to record an impairment loss against the net unamortized cost in excess of net assets of businesses acquired in the period when it is determined that the carrying amount of the asset may not be recoverable. At the end of each quarter, management assesses whether there have been any significant events or significant changes in the environment in which the business operates that would indicate expected future net cash flows (undiscounted and without interest) would become less than the carrying amount of the asset. Investments in Limited Partnerships The Company's investments in low-income housing limited partnerships reflect their cash investment plus the present value of required future contributions net of amortization of any excess of cost over the estimated residual value. Use of Estimates The preparation of the Company's financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes In accordance with Financial Accounting Standards Board Statement No. 109, "Accounting for Income Taxes" (SFAS 109), deferred income taxes are accounted for by the liability method, wherein deferred tax assets or liabilities are calculated on the differences between the bases of assets and liabilities for financial statement purposes versus tax purposes (temporary differences) using enacted tax rates in effect for the year in which the differences are expected to reverse. Tax expense in the consolidated statements of income is equal to the sum of taxes currently payable plus an amount necessary to adjust deferred tax assets and liabilities to an amount equal to period-end temporary differences at prevailing tax rates. Treasury Stock Treasury stock is carried at cost, determined by the first-in, first-out method. On March 22, 1997, the Board of Directors authorized management to repurchase up to 1,000,000 shares of common stock through open market purchases. The Board of Directors subsequently increased the authorization by 1,000,000 shares on February 27, 1998 and December 28, 1998, respectively. During 1999 and 1998, the Company purchased 263,300 and 1,182,400 shares, respectively, of its common stock at an aggregate cost of $3,180 and $15,042, respectively. Options for Common Stock The Company uses the intrinsic value based method to account for options granted for the purchase of common stock. No compensation expense is recognized on the grant date since, at that date, the option price equals the market price of the underlying common stock. The Company discloses the pro-forma effect of accounting for stock options under the fair value method. Earnings Per Share Basic earnings per share is calculated using the average shares of common stock outstanding while diluted earnings per share reflects the potential dilution that could occur if stock options were exercised. The following is a reconciliation of the average shares of common stock used to compute basic earnings per share to the shares used to compute diluted earnings per share as shown on the consolidated statements of income: 1999 1998 1997 Net Income $ 34,654 $ 35,116 $ 32,210 Basic weighted average shares outstanding 24,801,592 25,668,457 26,172,232 Dilutive effect of stock options 200,694 133,352 334,263 Diluted weighted average shares outstanding 25,002,286 25,801,809 26,506,495 Basic earnings per share $1.40 $1.37 $1.23 Diluted earnings per share $1.39 $1.36 $1.22 During 1999 and 1998, stock options to purchase 175,000 and 200,000 shares of common stock at $18.56 per share were outstanding, but were not included in the computation of diluted earnings per share because the stock options' exercise price was greater than the average market price of the common stock. Comprehensive Income Comprehensive income is defined to include all changes in equity during a period except those resulting from investments by owners and distributions to owners. The Company has determined that net income is its only component of comprehensive income. New Accounting Standards Not Yet Adopted In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133), with an amended effective date for fiscal years beginning after June 15, 2000. SFAS 133 requires that an entity recognize all derivative instruments as either assets or liabilities on its balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction, and, if it is, the type of hedge transaction. It is not anticipated that the adoption of SFAS 133 will have a material effect on the financial position or results of operations of the Company. 2. Marketable Securities The cost and market value of investment securities at December 31, 1999 and 1998 follows: 1999 1998 Market Market Cost Value Cost Value U.S. treasury securities $ 103 $ 103 $ 102 $ 102 Municipal bonds 1,000 1,000 3,730 3,731 Equity securities 1,000 1,000 1,000 1,004 Accrued interest receivable 2 2 12 12 Total $ 2,105 $ 2,105 $ 4,844 $ 4,849 The net gain (loss) on marketable securities recorded during the years ended 1999, 1998 and 1997 amounted to $(1), $(5) and $(24), respectively. The debt securities available for sale at December 31, 1999 all mature within one year of the balance sheet date. 3. Notes Payable The Company has unsecured working capital lines of credit with maximum borrowings of $65,000 for 1999 and $31,500 for 1998 of which $23,711 and $14,790 was outstanding at December 31, 1999 and 1998, respectively. Borrowings under these agreements bear interest at fixed rates quoted by the bank at the time of borrowing. The current interest rate on the outstanding balance was 6.60%. In connection with its investments in low income housing limited partnerships, the Company is required as of December 31, 1999 to make additional contributions over the next two years as follows: 2000, $1,189; and 2001, $200. The additional contributions of $1,389 were discounted to $1,311 using the Company's incremental borrowing rate of 6%. Management anticipates that the cash flow from the tax credits generated by these investments will approximate the additional contributions during this period. 4. Leases During 1999, the Company leased certain property under noncancelable operating leases. Rental expense under such operating leases was $2,629 in 1999. Future minimum lease payments under operating leases with noncancelable terms are: 2000 $ 988 2001 $ 988 2002 $ 1,011 2003 $ 1,068 2004 $ 1,073 After 2004 $ 4,897 5. Stock Option and Stock Purchase Plans Stock Option Plan The Company has a 1987 and 1997 stock option plan which provides for the granting of options to purchase shares of the Company's stock to certain executives, employees, consultants, and directors. The 1987 stock option plan expired on March 31, 1997 and was replaced by the 1997 stock option plan effective April 1, 1997. No new options can be granted under the 1987 stock option plan. Under the 1997 stock option plan, options to acquire up to 2,000,000 shares of Company stock may be granted to executives, employees, consultants and directors of the Company. Options under both plans carry various restrictions. Under the plans, certain options granted to employees will be incentive stock options within the meaning of Section 422A of the Internal Revenue Code and other options will be considered nonqualified stock options. Both incentive stock options and nonqualified stock options may be granted for no less than market value at the date of grant. Options are exercisable three months from the date of grant if the employee is age 55 or older; otherwise they are exercisable five years from the date of grant. The options expire no later than ten years after the date of grant. Also, no employee may participate in the incentive stock option plans if immediately after the grant he or she would directly or indirectly own more than 10% of the stock of the Company. Transactions and other information relating to the 1987 and 1997 stock option plans for the three years ended December 31, 1999 are summarized below: Stock Option Plans Weighted Average Fair Value Weighted of Options Average Granted Exercise During Shares Price the Year Balance, outstanding - December 31, 1996 1,053,734 $ 11.84 Options granted 526,500 $ 18.41 $5.09 Options exercised (76,268) $ 6.24 Options expired (72,600) $ 14.19 Balance, outstanding - December 31, 1997 1,431,366 $ 14.43 Options granted 642,500 $ 12.21 $3.20 Options exercised (79,366 $ 4.89 Options expired (336,400) $ 18.20 Balance, outstanding - December 31, 1998 1,658,100 $ 13.27 Options granted 310,950 $ 11.19 $3.67 Options exercised (109,472) $ 11.13 Options expired (63,078) $ 15.19 Balance, outstanding - December 31, 1999 1,796,500 $ 12.97 Options exercisable - December 31, 1999 1,006,821 $ 13.79 The following table summarizes information concerning outstanding and exercisable options at December 31, 1999. Options Options Outstanding Exercisable Weighted Weighted Average Average Number Exercise Number Exercise Outstanding Price Exercisable Price $7.25 82,300 $ 7.25 82,300 $ 7.25 $11.19-$14.75 1,539,200 $12.64 749,521 $13.39 $18.56 175,000 $18.56 175,000 $18.56 1,796,500 1,006,821 On October 15, 1998, 2,500 stock options granted in 1998 and 325,500 stock options granted in 1997 for $15.00 per share to $21.75 per share were canceled and reissued at $12.19 per share. The reissued stock options are considered newly granted options under the provisions of the 1997 stock option plan. The Company's net income and earnings per share would have been reduced to the pro forma amounts indicated below if compensation cost for the Company's stock option plan had been determined based on the fair value at the grant date for awards in accordance with the provisions of SFAS No. 123. 1999 1998 1997 As Pro As Pro As Pro Reported Forma Reported Forma Reported Forma Net income $34,654 $34,130 $35,116 $34,796 $32,210 $30,917 Basic earnings per share $ 1.40 $ 1.38 $ 1.37 $ 1.36 $ 1.23 $ 1.18 Diluted earnings per share $ 1.39 $ 1.37 $ 1.35 $ 1.35 $ 1.22 $ 1.17 The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in 1999, 1998, and 1997; dividend yield of 3.00%; expected volatility of 34.3%, 29.10% and 27.00%, respectively; risk-free interest rate of 6.23%, 4.55% and 6.22%, respectively; and expected life of 6 years. Stock Purchase Plan The Company maintains a stock purchase plan which is available to all eligible employees. Under the plan, subscriptions of each subscribing employee are remitted to a custodian for investment in the common stock of the Company. Minimum and maximum contributions under the plan are five hundred twenty dollars and five thousand two hundred dollars for each employee in any one year. At least monthly the custodian purchases the stock in the over-the-counter market and the Company allocates all purchased shares based on average price for all purchases and individual payroll deduction amounts. Under the plan the Company is responsible for all costs of stock purchases and stock sales within the plan and any administrative costs related to issuance of stock certificates. Employees are responsible for the expense of sale or transfer on issued stock certificates. 6. Income Taxes Consolidated income tax expense consists of the following: 1999 1998 1997 Currently payable: Federal $12,860 $13,670 $13,803 State 2,921 3,198 3,136 15,781 16,868 16,939 Deferred: Federal 3,707 3,096 1,272 State 701 762 468 4,408 3,858 1,740 Total income tax expense $20,189 $20,726 $18,679 The effective income tax rates of 36.8% in 1999, 37.1% in 1998 and 36.7% in 1997 differ from the federal statutory rates for the following reasons: 1999 1998 1997 Statutory federal income tax rate 35.0% 35.0% 35.0% State income taxes, net of federal income tax benefit 4.3 4.6 4.6 Tax-free investment income and other (2.5) (2.5) (2.9) 36.8% 37.1% 36.7% Deferred tax liabilities (assets) are comprised of the following at December 31: 1999 1998 Property and equipment, principally due to differences in depreciation $37,830 $35,262 Limited partnership investments, principally due to differences in tax basis 1,672 1,571 Other 704 370 Gross deferred tax liabilities 40,206 37,203 Estimated liability for claims, prin- cipally due to differences in timing of recognition of expense (1,555) (3,719) Vacation liability, principally due to differences in timing of recognition of expense (2,145) (2,092) Allowance for bad debts, principally due to differences in timing of recognition of expense (587) (472) Deferred compensation, principally due to differences in timing of recognition of expense (762) (867) Other (1,705) (1,009) Gross deferred tax assets (6,754) (8,159) $33,452 $29,044 7. Pension and Other Postretirement Benefit Plans The Company offers a supplemental defined benefit pension plan for certain key officers and employees. The following summarizes the obligations, assumptions, and activity of the defined benefit pension plan as of and for the years ended December 31: 1999 1998 Change in benefit obligation Benefit obligation at beginning of year $1,768 $1,654 Service cost 62 57 Interest cost 111 104 Amortization of unrecognized transition asset (6) (6) Benefits paid (47) (41) Benefit obligation at end of year $1,888 $1,768 The supplemental defined benefit pension plan is unfunded. The Company has recorded a liability for all benefit obligations. 1999 1998 Discount rate 6.50% 6.75% Rate of compensation increase 0.00% 0.00% 1999 1998 1997 Components of net periodic benefit cost Service cost $ 62 $ 57 $ 50 Interest cost $111 $104 $102 Amortization of unrecognized net transition asset $ (6) $ (6) $ (6) Net periodic benefit cost $167 $155 $146 In addition to the above defined benefit plan, the Company also has a trusteed profit sharing plan, a 401(k) plan for employees meeting certain eligibility requirements and participates in several multi-employer pension plans. The Company contributed $1,569, $1,443 and $1,452 to the profit sharing plan, $329, $568 and $591 to the 401(k) plan and $10,781, $9,841 and $9,449 to the multi-employer pension plans for 1999, 1998, and 1997, respectively. 8. Segment Information The Company reports information about its operating segments according to the "management approach." The management approach is based on the way management organizes the segments within the enterprise for making operating decisions and assessing performance. The Company's reportable segments are identified based on differences in products and services. The Company's reportable segments are: less-than-truckload hauling, truckload hauling, and warehousing/logistics services. The less-than-truckload hauling segment provides next day service in the Northeast region of the United States. The truckload hauling segment provides irregular route and dedicated services throughout the eastern, midwestern, and southwestern regions of the United States. The warehousing/logistics services segment specializes in integrated distribution services, order fulfillment, and contract packaging services in Pennsylvania and Texas. The measurement basis of segment profit or loss is operating income. No single customer represented 10% or more of the Company's sales during 1999, 1998, and 1997. The following tables present information about reported segments for the years ending December 31: Ware- Less-than- housing/ Segment truckload Truckload Logistics Total 1999 Operating revenues $215,609 $175,599 $ 37,023 $428,231 Operating income $ 44,775 $ 5,851 $ 5,460 $ 56,086 Total assets $161,511 $159,005 $ 50,541 $371,057 Depreciation and amortization $ 10,969 $ 17,822 $ 2,678 $ 31,469 Purchase of property and equipment $ 14,327 $ 37,712 $ 15,869 $ 67,908 1998 Operating revenues $202,910 $171,366 $ 29,445 $403,721 Operating income $ 43,098 $ 7,113 $ 5,532 $ 55,743 Total assets $136,983 $157,563 $ 39,287 $333,833 Depreciation and amortization $ 9,952 $ 18,435 $ 2,198 $ 30,585 Purchase of Property and equipment $ 14,590 $ 28,295 $ 11,355 $ 54,240 1997 Operating revenues $203,299 $153,712 $ 26,154 $383,165 Operating income $ 44,213 $ 2,066 $ 4,887 $ 51,166 Total assets $123,840 $155,886 $ 29,053 $308,779 Depreciation and amortization $ 9,450 $ 17,661 $ 2,022 $ 29,133 Purchase of property and equipment $ 13,111 $ 24,971 $ 1,678 $ 39,760 A reconciliation of total segment operating revenues to total consolidated operating revenues, total segment operating income to consolidated net income before taxes for the years ended December 31, 1999, 1998 and 1997 and total segment assets to total consolidated assets for the years ended December 31, 1999, 1998 and 1997 are as follows: 1999 1998 1997 Total segment operating revenues $428,231 $403,721 $383,165 Consolidated operating revenues $428,231 $403,721 $383,165 Total segment operating income $ 56,086 $ 55,743 $ 51,166 Unallocated corporate operating income (loss) (242) 454 (250) Interest income 1,250 1,673 1,605 Interest expense (1,353) (1,173) (1,380) Other (898) (855) (252) Consolidated net income before taxes $ 54,843 $ 55,842 $ 50,889 Total segment assets $371,057 $333,833 $308,779 Unallocated corporate assets 7,206 11,380 14,765 Elimination of intercompany balances (32,520) (25,102) (6,504) Consolidated assets $345,743 $320,111 $317,040 9. Fair Value of Financial Instruments Financial instruments include cash and cash equivalents, marketable securities, investments in limited partnerships and notes payable. At December 31, 1999 and 1998, the carrying amount of cash equivalents approximates fair value because of the short-term maturity of those instruments, and the carrying value of marketable securities is fair market value. With respect to investments in limited partnerships, management has determined that the resulting carrying value approximates estimated fair market value. The fair value of the Company's obligations for contributions to limited partnerships approximates its carrying value. The fair market value of the Company's notes payable approximates its carrying value and was based on the borrowing rates currently available to the Company for bank loans with similar terms and maturities. 10. Transactions With Affiliates Accounting and legal fees totaling approximately $877, $778 and $903 in 1999, 1998 and 1997, respectively, were paid or accrued to firms in which certain directors have financial interests. 11. Commitments and Contingencies By agreement with its insurance carriers, the Company assumed liability for worker's compensation, property damage and public liability claims for claim years ending after June 30, 1998 up to $25 per occurrence, except for worker's compensation in New Jersey for the claim year ending June 30, 1999 which was $250 per occurrence. The liability for claim years ending June 30, 1998, 1997, and 1996 was sold to an outside insurance carrier for approximately $11,000. The Company's liability for claim years ending June 30, 1995 and prior is up to $1,000 for the first occurrence and up to $500 for each subsequent occurrence. The excess liability is assumed by the insurance carriers up to $50,000. In conjunction with these agreements, the Company has issued irrevocable letters of credit to guarantee future payments of claims to the insurance carriers. At December 31, 1999 and 1998, the outstanding balance of the letters of credit was $4,000. REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors of Arnold Industries, Inc. In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, shareholders' equity and cash flows, present fairly, in all material respects, the financial position of Arnold Industries, Inc. and its subsidiaries (the Company) at December 31, 1999 and 1998 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1999 in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PRICEWATERHOUSECOOPERS LLP /s/ One South Market Square Harrisburg, Pennsylvania March 3, 2000 QUARTERLY PERFORMANCE (dollars in thousands, except per share data) Operating Operating Net Revenues Income Income QUARTER 1999 1998 1999 1998 1999 1998 First $100,306 $ 96,002 $13,099 $11,532 $ 8,193 $7,226 Second 105,193 102,264 14,544 14,155 9,011 8,888 Third 109,776 102,228 12,067 14,945 7,621 9,377 Fourth 112,956 103,227 16,133 15,565 9,829 9,625 $428,231 $403,721 $55,843 $56,197 $34,654 $35,116 Net Income Net Income Dividends Per Share-Basic Per Share-Diluted Per Share QUARTER 1999 1998 1999 1998 1999 1998 First $ .33 $ .28 $ .33 $ .28 $ .11 $ .11 Second .36 .34 .36 .34 .11 .11 Third .31 .37 .30 .36 .11 .11 Fourth .40 .38 .40 .38 .11 .11 $1.40 $1.37 $1.39 $1.36 $ .44 $ .44 PRICE RANGE COMMON STOCK HIGH LOW HIGH LOW QUARTER 1999 1998 First 16 3/4 13 18 1/8 15 1/4 Second 16 15/16 13 3/4 17 3/4 14 3/8 Third 16 7/16 12 3/8 15 1/2 11 5/8 Fourth 14 27/64 8 16 11/16 12 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Arnold Industries' 1999 operating revenues are from two operating subsidiaries: New Penn Motor Express, Inc. ("New Penn") Arnold Transportation Services, Inc. ("ATS") New Penn is a less-than-truckload (LTL) transportation company. ATS is a truckload (TL) carrier which provides regional and interregional transportation services. In addition to LTL and TL transportation services, Arnold Industries provides fulfillment and logistic services under the name of "Arnold Logistics," a division of ATS. Prior to 1998, ATS's truckload operation was operated by three separate subsidiaries: SilverEagle Transport, Inc., D.W. Freight, Inc. and Lebarnold, Inc. At the end of 1998, these three companies were merged into one company. The results of operations are set forth below for the three separate segments. Operating Revenues (dollars in millions) Total LTL Amount % Increase Amount % Increase 1999 428.2 6 215.6 6 1998 403.7 5 202.9 - 1997 383.2 8 203.3 12 Fulfillment/ Truckload Logistics Amount % Increase Amount % Increase 1999 175.6 2 37.0 26 1998 171.4 12 29.4 12 1997 153.7 1 26.2 16 Operating Income 1999 1998 1997 Amount % Amount % Amount % New Penn 44.8 80 43.1 77 44.2 86 ATS 5.9 10 7.1 13 2.1 4 Arnold Logistics 5.5 10 5.5 10 4.9 10 Unallocated Income (Loss) (.4) - .5 - (.3) - TOTAL 55.8 100% 56.2 100% 50.9 100% The percentage of revenue for the last three years is set forth below: 1999 1998 1997 Amount % Amount % Amount % New Penn $215.6 50 $202.9 50 $203.3 53 ATS 175.6 41 171.4 43 153.7 40 Arnold Logistics 37.0 9 29.4 7 26.2 7 TOTAL 428.2 100% $403.7 100% $383.2 100% The revenue at New Penn increased 6% for the year 1999 compared to 1998. Tonnage increased 2% for 1999 to 1,075,455 compared to 1,050,685 for 1998 and 1,081,334 for 1997. This compares to flat revenues for the year 1998 compared to 1997 and an increase of 12% for 1997. ATS revenues increased by 2% in 1999 compared to revenue increases of 12% in 1998 and 1% in 1997. In August 1999, New Penn instituted a fuel surcharge to offset rising fuel costs. The Arnold Logistics' revenue increased by 26% for 1999 as a result of completion of a new 562,000 square foot warehouse which began operations in the middle of the year 1999. This compares to revenue increases of 12% and 16% for 1998 and 1997, respectively. The following tables set forth the percentage of operating expenses to operating revenue for New Penn, ATS and Arnold Logistics. NEW PENN ATS 1999 1998 1997 1999 1998 1997 Operating Revenues 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Operating Expenses Salaries, wages and related expense 58.6 58.2 57.3 31.1 33.3 37.4 Supplies and expenses 8.6 8.7 9.2 16.0 18.9 25.3 Operating taxes and licenses 2.8 2.8 2.9 2.2 2.0 1.9 Insurance 1.8 1.5 1.5 4.1 3.5 2.7 Communication and utilities 1.0 1.1 1.1 1.6 1.5 1.4 Purchased transportation 1.2 1.2 1.1 31.5 25.7 17.9 Rental of buildings, revenue equipment, etc., net (0.2) (0.4) (0.2) 0.3 0.3 0.3 Depreciation and amortization 5.2 4.9 4.7 10.2 10.8 11.5 (Gain) on sale of equipment (0.2) (0.3) (0.1) (0.7) (0.9) (0.1) Miscellaneous 0.4 1.1 0.8 0.4 0.7 .4 Total Operating Expenses 79.2 78.8 78.3 96.7 95.8 98.7 Operating Income 20.8% 21.2% 21.7% 3.3% 4.2% 1.3% ARNOLD LOGISTICS 1999 1998 1997 Operating Revenues 100.0% 100.0% 100.0% Operating Expenses - Salaries, wages and related expenses 54.6 52.3 51.6 Other operating expenses 21.3 17.2 18.0 Depreciation and amortization 7.4 7.5 7.7 Miscellaneous 1.9 4.3 4.0 Total Operating Expenses 85.2 81.3 81.3 Operating Income 14.8% 18.7% 18.7% The operating expenses of New Penn increased to 79.2% for 1999 and 78.8% for 1998, compared to 78.3% for 1997. Salaries, wages and related expenses increased to 58.6% for 1999 from 58.2% in 1998. This compared to an increase for 1998 to 58.2% from 57.3% in 1997. Supplies and expenses continue to decrease despite increases in fuel costs as a result of continuous increases in operating efficiencies. Insurance expense increased to 1.8% for 1999 compared to 1.5% for both 1998 and 1997. Miscellaneous expenses decreased to .4% compared to 1.1% and .8% for 1998 and 1997, respectively. Miscellaneous expenses were higher in 1998 because of the costs incurred in completing the Company's program to correct and/or replace software for Year 2000 compliance. The total operating expenses of ATS increased to 96.7% for 1999. This compared to 95.8% and 98.7% for 1998 and 1997, respectively. The years 1998 and 1997 were affected negatively by the merger of the three truckload companies. Beginning in the second half of 1998, ATS began to see a turnaround of their operation with increased revenue, higher revenue per mile, improved asset utilization and a reduction in empty miles. However, this trend did not continue throughout the year 1999 as substantially higher fuel prices began to negatively impact the operating results. The salaries, wages and related expenses of ATS decreased to 31.1% in 1999 compared to 33.3% in 1998 and 37.4% in 1997. Likewise, the use of increased owner-operators reduced supplies and expenses to 16.0% in 1999 compared to 18.9% for 1998 and 25.3% for 1997. Insurance expense increased in 1999 to 4.1% which compared to 3.5% for 1998, due to increased claims. This compared to 2.7% for the year 1997. Purchased transportation expense increased to 31.5% for 1999 compared to 25.7% in 1998 and 17.9% in 1997, due to the substantial number of additional owner-operators. The Arnold Logistics operating expenses were 85.2% for 1999 compared to 81.3% for both 1998 and 1997. The salaries, wages and related expenses were 54.6%, 52.3% and 51.6% for 1999, 1998 and 1997, respectively. The increase in these expenses is primarily due to the revenue growth in the areas of order fulfillment and contract packaging which are labor intensive requiring additional employees. Arnold Industries' operating income for 1999 decreased $.4 million or .6% from 1998 compared to an increase of $5.3 million, or 10% over 1997. New Penn's operating income increased $1.7 million compared to 1998, whereas 1998 operating income decreased $1.1 million compared to 1997. New Penn signed a five-year contract with the Teamsters' Union effective April 1, 1998. This contract expires March 31, 2003. During the negotiations in the first quarter of 1998, a number of customers diverted a portion of their freight to non-union companies which had a negative effect on New Penn's revenues for the entire year 1998. In July of 1999, a major competitor of New Penn went out of business which had a positive effect on New Penn's revenues for the balance of the year. The operating income of ATS for 1999 decreased $1.3 million, or 18% compared to 1998. This compares to an increase of $5.0 million, or 244% for 1998 compared to 1997. Changes in the relationship with a key agent had a significant impact on revenue and the mix of business. Poor equipment utilization in linehaul operations and the continuing shortage of qualified drivers also had a negative impact on operating income. Arnold Logistics' operating income for 1999 was basically flat compared to 1998. This compared to an increase of $.6 million or 13% for 1998 compared to 1997. Startup costs associated with new e-commerce and fulfillment services negatively impacted operating income at Arnold Logistics in 1999. Other net non-operating expenses consist primarily of interest income, other investment income and interest expense. Interest income decreased $.4 million for 1999 over 1998 primarily due to a reduction in investment securities. Interest income for 1998 increased $.1 million over 1997 due to additional investment securities. Interest expense for 1999 was $1.4 million compared to $1.2 million and $1.4 million for 1998 and 1997, respectively. This increase in 1999 was due to an increase in short-term borrowings. The effective income tax rates for 1999, 1998 and 1997 were 36.8%, 37.1% and 36.7%, respectively. Net income for 1999 decreased to $34.7 million compared to $35.1 million for 1998 and $32.2 million for 1997. Basic net income per share in 1999 was $1.40 compared to $1.37 in 1998 and $1.23 in 1997. Diluted net income per share was $1.39 in 1999 compared to $1.36 in 1998 and $1.22 in 1997. Capital Expenditures In 1997, the Company authorized the purchase of up to one million shares of common stock of which the Company purchased 817,600 shares at a total cost of $13.1 million in 1997. In 1998, the balance of 182,400 shares together with an additional 1,000,000 shares which was authorized for purchase in 1998, was completed at a total cost of $15.0 million. On December 28, 1998, the Company authorized the purchase of an additional one million shares. In 1999, the Company acquired 263,300 shares at a total cost of $3.2 million. The total capital expenditures for real estate and equipment (net of dispositions) amounted to $56.3 million for 1999, compared to $45.6 million for 1998 and $34.1 million for 1997. The Company is projecting the purchase of real estate and equipment in 2000 of approximately $40 million. Liquidity and Capital Resources Cash, cash equivalents, and marketable securities totaled $18 million at the end of 1999, compared to $24 million and $36 million at December 31, 1998 and 1997, respectively. The decrease for 1999 and 1998 was mainly attributable to increased capital expenditures. Working capital amounted to $26 million, $35 million and $46 million at the end of 1999, 1998 and 1997, respectively. Net cash provided by operating activities was $54 million in 1999, $61 million in 1998 and $55 million in 1997. The Company's current cash position, together with funds invested in marketable securities and cash flow generated from future operations, are expected to be sufficient to finance anticipated capital expenditures. These funds may be supplemented when necessary or desirable by short or long-term borrowing. Inflation During 1999 and 1998, the Company believes that inflation had a minimal effect on operating results. However, most of the Company's expenses are subject to inflation, which would result in increased costs in the event inflation began to increase. Seasonality In the trucking industry, results of operations show a seasonal pattern because of customers' reduced shipments in the winter months. In addition, operating expenses are usually higher during the winter months. Current Trends In September 1999, New Penn announced a general rate increase of 5.4%. However, most customer rates are subject to negotiated contracts and agreements. New Penn's revenues were up approximately 13% for the fourth quarter of 1999. This trend continues into the year 2000 as New Penn's revenues are ahead of the year 1999's first quarter. The revenues at ATS for the fourth quarter of 1999 were slightly ahead of the fourth quarter of 1998. However, the revenues for the beginning of the year 2000 are basically flat. Arnold Logistics completed a 562,000 S.F. warehouse in mid-1999, which was occupied by a major customer during the latter part of the year. This substantially increased the revenue for Arnold Logistics in 1999, and will favorably impact the revenues for the year 2000. Arnold Logistics is expanding its order fulfillment services to allow Internet and catalog marketers to completely outsource their order processing, inventory management and small package shipping. The three operating companies are continuing to improve efficiencies through refinement of information technology, which will continue to reduce operating costs and provide better service to customers. Management is continuing to evaluate the complete transportation market, which includes LTL, TL and logistics operations in order to increase profitable growth in the future. Year 2000 Compliance The Company's program to correct and/or replace internally produced software is 100% complete. All of the Company's major business units, including New Penn Motor Express, Arnold Transportation Services and Arnold Logistics, completed their internal programs prior to December 31, 1999. The cost of the Company's internal program, all of which has been incurred and paid, was $1,675,000. The Company continues to monitor and assess the status of third parties upon whom the Company relies for externally produced software, including communications software, as well as suppliers of basic materials, such as fuel, parts, tires, etc. The Company has incurred expense of $125,000 to correct and/or replace software acquired from third parties. The Company also monitors the status of significant customers upon whose continued business the Company relies for revenues. These monitoring efforts had revealed certain areas of concern with respect to Y2K compliance by the Company's vendors, suppliers and customers. However, to date, the Company has had no significant problems with its vendors, suppliers or customers. eleven year summary<FN1> (dollars in thousands, except per share data) Fiscal Year 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989 Income Operating revenues 428,231 403,721 383,165 356,335 330,136 302,390 272,697 233,620 196,202 188,830 167,589 Operating expenses Depreciation and amortization 31,892 30,585 29,133 27,756 25,348 21,120 17,811 14,222 11,500 10,527 11,021 Operating taxes and licenses 10,683 9,793 9,342 9,381 9,297 8,924 7,908 6,780 5,887 4,836 4,537 Other 329,813 307,146 293,774 278,856 246,854 222,824 200,106 172,304 142,080 137,027 123,121 Operating income 55,843 56,197 50,916 40,342 48,637 49,522 46,872 40,314 36,735 36,440 28,910 Non-operating income (expense) Interest income (expense), net (103) 500 225 (200) (711) 35 355 246 195 (1,123) (1,180) Other (897) (855) (252) (690) (25) (429) 1,326 (71) 10 (449) 884 Income before income taxes, extraordinary loss, and cumulative effect of change in accounting principle 54,843 55,842 50,889 39,452 47,901 49,128 48,553 40,489 36,940 34,868 28,614 Income taxes 20,189 20,726 18,679 14,043 17,400 18,384 18,651 14,660 13,512 12,452 10,939 Income before extraordinary loss and cumulative effect of change in accounting principle 34,654 35,116 32,210 25,409 30,501 30,744 29,902 25,829 23,428 22,416 17,675 Extraordinary loss, net of tax benefit<FN5> - - - - - 389 - - - - - Cumulative effect of change in accounting for income taxes<FN6> - - - - - - - - - - 1,322 Net income 34,654 35,116 32,210 25,409 30,501 30,355 29,902 25,829 23,428 22,416 18,997 Per Share Data<FN2> Income before extraordinary loss and cumulative effect of change in accounting principle - Basic 1.40 1.37 1.23 .95 1.15 1.16 1.13 .97 .88 .84 .67 - Diluted 1.39 1.36 1.22 .94 1.13 1.14 1.11 .96 .88 .84 .67 Net income - Basic 1.40 1.37 1.23 .95 1.15 1.14 1.13 .97 .88 .84 .71 - Diluted 1.39 1.36 1.22 .94 1.13 1.12 1.11 .96 .88 .84 .72 Cash dividends declared .44 .44 .44 .44 .44 .41 .35 .32 .29 .25 .22 Book value 10.07 9.12 8.38 7.84 7.33 6.63 5.90 5.12 4.46 3.86 3.31 Financial Position - Year End Cash, temporary investments and marketable securities<FN3> 18,336 24,282 36,291 41,621 14,273 41,643 38,285 45,186 57,558 37,184 26,826 Working capital<FN4> 26,102 35,131 45,921 39,909 16,219 24,839 24,093 29,856 55,664 30,877 24,049 Property and equipment-net 244,743 220,699 205,562 199,614 199,822 169,603 144,148 110,674 88,250 91,393 83,540 Total assets 345,743 320,111 317,040 303,112 276,877 260,279 228,361 197,203 170,668 159,973 136,313 Long-term debt 192 1,310 2,383 3,874 5,049 - - 476 17,603 19,479 19,749 Shareholders' equity 248,182 226,400 217,253 209,147 195,367 176,458 156,867 136,015 118,502 102,362 87,681 Other Data Percentage return on average stockholders' equity 14.6 15.8 15.1 12.6 16.4 18.2 20.4 20.3 21.2 23.6 23.7 Net cash provided by operating activities 54,387 60,880 54,602 67,000 55,075 60,524 51,299 34,518 35,898 36,639 29,471 <FN> <FN1> D.W. Freight, Inc. was acquired in April 1992 and is accounted for under the purchase method - asset acquisitions from H.R. Hill and T.W. Owens occurred in March 1994 and January 1995, respectively <FN2> Adjusted to give retroactive effect to the two-for-one stock split in 1993 and the two-for-one stock split in 1991 <FN3> Excludes restricted cash prior to 1992 <FN4> Certain liabilities with respect to claims were reclassified as long-term beginning in 1991 <FN5> Write-off of the unamortized balance of intrastate operating rights <FN6> The Company adopted SFAS No. 96, "Accounting for Income Taxes," in 1989 </FN> BOARD OF DIRECTORS E. H. Arnold Heath L. Allen, Esq. Arthur L. Peterson Chairman, President, CEO Secretary and Director Director and Director Partner - Keefer, Wood, Allen Scott Professor of & Rahal, LLP Leadership Studies, Harrisburg, PA Rocky Mountain College Billings, MT Kenneth F. Leedy Ronald E. Walborn, CPA John B. Warden III Director CFO,Treasurer and Director Director President and CEO - President - Walborn Shambach President - Warden New Penn Motor Express, Associates Asphalt Company Inc. Harrisburg, PA Harrisburg, PA SHAREHOLDER INFORMATION Counsel Keefer, Wood, Allen and Rahal, LLP 210 Walnut Street Harrisburg, PA 17101 Auditors PricewaterhouseCoopers LLP One South Market Square Harrisburg, PA 17101 Registrar and Transfer Agent Registrar and Transfer Company 10 Commerce Drive Cranford, NJ 07016 Stock Listing Arnold Industries common stock is traded on the NASDAQ National Market System. The stock symbol is AIND. In newspapers, the stock is listed as "ArnoldInd", "Arnold Inds" or similar variations. There were 1,442 record-holders of the Company's common stock as of February 29, 2000. The number of beneficial owners is considerably greater. Annual Meeting of Shareholders The Arnold Industries 2000 Annual Meeting of Shareholders will be held at 10:00 a.m., May 3, 2000 at the Lebanon Country Club, 3375 West Oak Street, Lebanon, Pennsylvania. Investor Information Shareholders, securities analysts, portfolio managers, representatives of financial institutions and individuals seeking financial and operating information, including copies of Form 10-K, may contact: Corporate Secretary Arnold Industries, Inc. P.O. Box 210 Lebanon, PA 17042 (717) 273-9058 This information is also available online through the company's web site at: www.aind.com Copies of the Company's Form 10-K will be supplied to shareholders upon request without charge. Dividend Reinvestment/Cash Purchase Plan This plan enables you, as a shareholder, to apply your dividends on the Company's stock towards the purchase of additional shares of Arnold Industries, Inc. common stock on an automatic basis. Also, at your option, you may make quarterly cash payments from $25 to $3,000 to purchase additional stock. The Company pays the brokerage commissions and administrative fees connected with your participation in this Plan. Participation in the Plan is entirely voluntary and you may enroll or withdraw at any time. The Plan is administered by Registrar and Transfer Company, Arnold Industries' stock transfer agent. For information call 800-368-5948. Quarterly Reports The Company presently sends to its shareholders of record a quarterly report from its President, Edward H. Arnold, summarizing results of operations for the most recent quarter. If you are not a shareholder of record, but instead hold your stock in the name of a broker or other nominee, you may also receive these quarterly reports by requesting this report and supplying your mailing address to the Company. Requests should be mailed to the Company to the attention of the Corporate Secretary. The nature of Arnold Industries, Inc. operations subject it to changing economic, competitive, regulatory and technological conditions, risks, and uncertainties. In accordance with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, Arnold Industries provides the following cautionary remarks regarding important factors which, among others, could cause future results to differ materially from the forward-looking statements about our management confidence and strategies for performance; expectations for new and existing technologies and opportunities; and expectations for market segment and industry growth. These factors include, but are not limited to: (1) changes in the business environment in which Arnold Industries, Inc. operates, including licensing restrictions, interest rates and capital costs; (2) changes in governmental laws and regulations, including taxes; (3) market and competitive changes, including market demand and acceptance for new services and technologies; and (4) other risk factors listed from time to time in Arnold Industries, Inc. SEC reports. Arnold Industries, Inc. does not intend to update this information and disclaims any legal liability to the contrary. (Inside Back Cover) COMPANY EXECUTIVES ARNOLD INDUSTRIES, INC. Heath L. Allen, Esq., Secretary E. H. Arnold, Chairman, President & CEO Timothy D. Hoffman, VP, Properties Donald G. Johnson, Senior Vice President Andrew J. Kerlik, VP, Personnel & Safety Ronald E. Walborn, CPA, CFO & Treasurer Cheryl M. Wells, VP, Communications NEW PENN MOTOR EXPRESS, INC. James E. Devlin, VP, Sales Morris C. Galante, VP, Loss Prevention Steven D. Gast, VP, Corporate Planning Steven J. Ginter, VP, Marketing Michael J. LaPierre, VP, Sales, Northern Division Kenneth F. Leedy, President and CEO John G. McCloy, VP, Central Division Thomas P. McDonald, VP, Sales, Central Division Anthony S. Nicosia, VP, Sales, Eastern Division Shawn P. Nolan, VP, Western Division Stephen M. O'Kane, Executive Vice President and COO Frank Santanella, VP, Eastern Division Daniel W. Schmidt, VP, Labor Relations Charles A. Zaccaria, VP, Northern Division ARNOLD LOGISTICS Robert J. Buffington, Director, Transportation Edmund J. Dudginski, Director, Packaging Operations Thomas P. Ebur, Director, Warehousing Operations Douglas B. Enck, President Donald L. Sunderland, Jr., VP, Operations ARNOLD TRANSPORTATION SERVICES, INC. Kurt E. Antkiewicz, VP, Sales & Marketing David T. Ashley, VP, Pricing Services John R. Blessinger, VP, Linehaul Operations Robert L. Brekke, VP, Sales, Eastern Division Michael J. Gregerson, VP, Safety/Fleets Robert M. Klein, VP, Sales, Western Division Kurt E. Morgan, VP, Terminals David A. Sempeles, VP, Finance Michael S. Walters, President and CEO (Back Cover) Company Logo Arnold Industries, Inc. P.O. Box 210 Lebanon, PA 17042 (717) 273-9058 www.aind.com copyright 2000 Arnold Industries, Inc. APPENDIX TO ARNOLD INDUSTRIES, INC. 1999 ANNUAL REPORT DESCRIBING GRAPHIC AND IMAGE MATERIAL Front cover - Picture of New Penn tractor and trailer on interstate highway. Picture of Arnold Transportation Services tractor and trailer on highway. Picture of warehouse employees standing in front of loaded skids. Company logo Inside front cover - Line graph representing Operating Revenues (in millions) for 1990 ($189); 1991 ($196); 1992 ($234); 1993 ($273); 1994 ($302); 1995 ($330); 1996 ($356); 1997 ($383); 1998 ($404); and 1999 ($428). Page 1 - President's Letter to Stockholders includes a picture of E.H. Arnold, Company President, standing near e-commerce sortation system. Pages 2 and 3 - Description of New Penn includes the following material: Picture of New Penn tractor and trailer on highway. Picture of New Penn driver using his on-board computer with the caption, "On-board computers improve efficiency and customer service." Picture of person facing computer monitor with the caption, "An interactive web site provides customers instant access to shipment information." Picture of dispatcher using key pad and computer monitor with the caption, "The pickup and delivery dispatch process is 100% automated." Map of Eastern and Middle United States with portions of Quebec and Ontario Provinces and Puerto Rico shaded to indicate New Penn's Northeast regional service, Interregional service and International service areas. Line graph representing the number of tractors and trucks owned by New Penn in 1997 (727); 1998 (728) and 1999 (795). Line graph representing the number of trailers owned by New Penn in 1997 (1,447); 1998 (1,469) and 1999 (1,525). Line graph representing the number of shipments (in thousands) transported by New Penn in 1997 (1,932); 1998 (1,920) and 1999 (2,015). Line graph representing the weight of freight (in millions of pounds) transported by New Penn in 1997 (2,163); 1998 (2,101) and 1999 (2,151). Line graph representing New Penn revenue (dollars in millions) for years 1995 ($167.1); 1996 ($181.9); 1997 ($203.3); 1998 ($202.9) and 1999 ($215.6). Line graph representing New Penn operating income (dollars in millions) for years 1995 ($33.6); 1996 ($32.7); 1997 ($44.2) 1998 ($43.1) and 1999 ($44.8). New Penn logo. Pages 4 and 5 - Description of Arnold Logistics includes the following materials: Picture of warehouse employees manning e-commerce sortation system. Picture of computer terminals with the caption, "A state- of-the-art call center supports e-commerce fulfillment operations." Picture of warehouse employees holding customer products with the caption, "Returns processing is a growing business segment." Line graph representing Arnold Logistics employees for 1997 (433); 1998 (536) and 1999 (767). Line graph representing warehouse space of Arnold Logistics (in millions of square feet) for 1997 (2.5); 1998 (2.5) and 1999 (3.4). Line graph representing revenue of Arnold Logistics (dollars in millions) for years 1995 ($18.5); 1996 ($22.5); 1997 ($26.2); 1998 ($29.4) and 1999 ($37.0). Line graph representing operating income of Arnold Logistics (dollars in millions) for years 1995 ($3.3); 1996 ($3.9); 1997 ($4.9); 1998 ($5.5) and 1999 ($5.5). Arnold Logistics logo. Pages 6 and 7 - Description of Arnold Transportation Services includes the following material: Picture of Arnold Transportation tractor and trailer on a suspension bridge. Picture of Arnold Transportation tractor and trailer on an interstate highway interchange with the caption, "All linehaul tractors are equipped with satellite tracking devices." Picture of two Arnold Transportation tractors and trailers on an interstate highway with the caption, "The average age of the tractor fleet is 2.1 years." Map of Eastern and Middle United States with dots to indicate Arnold Transportation's facility locations. Line graph representing the number of owner-operators of Arnold Transportation for years 1997 (371); 1998 (599) and 1999 (703). Line graph representing the number of tractors owned by Arnold Transportation in 1997 (1,012); 1998 (894) and 1999 (874). Line graph representing the number of trailers owned by Arnold Transportation in 1997 (4,355); 1998 (4,172) and 1999 (4,381). Line graph representing revenue of Arnold Transportation Services (dollars in millions) for years 1995 ($144.5); 1996 ($151.9); 1997 ($153.7); 1998 ($171.4) and 1999 ($175.6). Line graph representing operating income of Arnold Transportation Services (dollars in millions) for years 1995 ($11.6); 1996 ($3.6); 1997 ($2.1); 1998 ($7.1) and 1999 ($5.9). Arnold Transportation Services logo. Page 8 - Consolidated Five-Year Statistical Summary: the information on this page of the Annual Report is presented in line-graph format, which is fully set forth above in table format. Back cover - Logo of Arnold Industries, Inc. and Company address, telephone number and web site.