(Front Cover) 1996 - ANNUAL REPORT ARNOLD INDUSTRIES, INC. Positioned for the future with financial strength, outstanding cost controls and a high-service, regional focus. (Inside Front Cover) Contents Letter to Stockholders New Penn Motor Express Arnold Transportation Services Arnold Logistics Consolidated Five-Year Statistical Summary Financial Statements Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Stockholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Report of Independent Accountants Quarterly Performance Price Range Common Stock Management's Discussion and Analysis of Financial Condition and Results of Operations Eleven-Year Financial Summary Board of Directors and Stockholder Information Company Executives ARNOLD INDUSTRIES, INC. OUR BUSINESS Arnold Industries is a diversified transportation and logistics holding company. Through its subsidiaries, Arnold Industries executes its strategy of high-service with a short-haul regional focus. The company serves the regional less-than-truckload, regional and inter-regional truckload and value-added warehousing markets. These markets are served through two independent operating units: New Penn Motor Express and Arnold Transportation Services. Each operating unit has a distinct market presence and customer base. New Penn is a northeast regional less-than-truckload carrier and represents approximately 50% of total revenues. Arnold Transportation Services represents the other 50% of corporate revenues and provides truckload service in the northeast, southeast, and southwest regions of the United States. Arnold Logistics, a division of Arnold Transportation, operates over 2.3 million square feet of warehouse space and provides distribution, order fulfillment and contract packaging services. FINANCIAL SUMMARY (dollars in thousands except per share data) 1996 1995 Change REVENUES $356,335 $330,136 7.9% NET INCOME $25,409 $30,501 (16.7%) NET INCOME PER SHARE $ .95 $1.15 (17.4%) STOCKHOLDERS' EQUITY $209,147 $195,367 7.1% TOTAL ASSETS $303,112 $276,877 9.5% RETURN ON AVERAGE STOCKHOLDERS' EQUITY 12.6% 16.4% (3.8%) LETTER TO STOCKHOLDERS As many of you know, our company went public in 1972. In 22 of the subsequent 24 years I have been able to report an increase in earnings. Unfortunately, 1996 marks the second time in which we experienced a decline in earnings. While many companies in our industry can only dream of pre-tax profit margins of 11%, the results were disappointing for our company. We did set a new record for total revenue of $356 million. Revenues were up nearly 8% and each of our operating units contributed to this growth. Several factors affected the results of all of our companies. The bottom fell out of the freight transportation market in late 1995 and early 1996 resulting in what was called a "trucking depression". The industry-wide decline in freight tonnage levels on the heels of a strong market resulted in significant industry over-capacity. Many competitors reacted by cutting freight rates in an attempt to fill empty trucks thereby putting pressure on margins. As we entered 1996 adjusting to the lower tonnage levels, we were hit with severe winter weather in the northeast. Customers were shut-down and unable to ship. Tonnage levels further declined. The only good part of the situation was we were able to demonstrate the quality of our service by being one of the few carriers dedicated to meeting customer commitments in the severe winter conditions. As spring arrived temperatures rose, but not as fast as fuel prices. Fuel prices peaked in April, declined and rose sharply again in August and through- out the fall. Fuel prices significantly impacted our costs at all our companies and especially in the truckload area. Fortunately, strong economic growth in the second quarter breathed new life into the LTL freight market and tonnage levels began to rise. Different factors influenced the performance of our three operating units within this environment. New Penn bounced back from a slow first quarter with tonnage and revenue levels getting progressively stronger throughout the year. Record revenue levels had been achieved by the year end. Higher costs associated with severe winter weather, labor, fuel and insurance reserves resulted in a slight decline in operating income. However, New Penn continued as an industry efficiency leader by improving the productivity of employees and other assets. During the year Ken Leedy was elected President of New Penn. At the same time, Steve O'Kane was elected Executive Vice President of New Penn. My congratulations and thanks to Ken, Steve and the entire New Penn team for another outstanding performance. Arnold Transportation Services, our truckload and logistics operation, also achieved record revenues although several internal and external factors con- tributed to a significant decline in operating income. Declining industry tonnage levels during the first part of the year reduced utilization of tractors and trailers. Intrastate deregulation in Texas depressed prices and reduced tonnage levels. We were unable to recover higher fuel costs through a fuel surcharge until late in the year. We also had several above normal charges associated with higher insurance, bad debts and systems development expenses. As we enter 1997 exciting new developments are taking shape at Arnold Transportation. We formerly managed the three regional truckload operations as independent companies. We are now in the process of merging them into one entity as further described in this report. Bob Petruzzi, Chief Operating Officer, and all the employees of Arnold Transportation have made many positive steps and I remain confident in their ability to improve profit margins. Arnold Logistics, a division of Arnold Transportation Services, had an excellent year on the strength of integrated warehousing/order fulfillment and contract packaging services which grew rapidly. We anticipate further growth of these services and look to expand the application of our expertise into new geographic markets. I commend Doug Enck, Vice President/General Manager and all the employees of Arnold Logistics on having had a record year. There were many bright spots in 1996 as we positioned the company for the future. In the fourth quarter of 1996, revenue at New Penn was up over 18%. We also have great momentum at Arnold Logistics. We anticipate Arnold Transportation will have a much improved performance in 1997. We have our plans and a winning team in place to produce the outstanding results that have been the tradition of Arnold Industries. They say history repeats itself. We plan to make sure it does. E. H. Arnold Chairman, President & CEO March 3, 1997 The men and women of New Penn share a great sense of pride in being the best in the business. THE COMPANY New Penn Motor Express is our northeast regional less-than- truckload carrier providing next-day service throughout the New England and Mid-Atlantic states. The company operates through 23 service centers including facilities in Quebec, Canada and Puerto Rico. Service is provided to all points in the southeastern United States, Indiana, Ohio and Ontario, Canada in conjunction with other high service regional carriers. Use of partnerships allows New Penn to improve the flexibility of our product line without losing focus on our primary mission: to provide the best northeast regional LTL service available. Once again in 1996, New Penn was among the elite group of transportation companies recognized as "the best of the best" in the Distribution magazine "Quest for Quality" awards. New Penn uses five factors to focus our improvement efforts and to communicate our benefits to customers. We call them the New Penn Performance 5: speed, reliability, responsiveness, flexibility and efficiency. Over 92% of New Penn shipments are delivered the next business day at high levels of on-time and damage-free reliability. Even with severe winter weather conditions New Penn delivered shipments over 96% on-time in 1996. A new record low claims ratio was established in 1996 of only .35% indicating that only one-third of one percent of revenues were paid back to customers to settle loss and damage claims. New Penn customers can expect a fast and flexible response to their inquiries through the use of advanced information technology and the service-oriented culture at New Penn. Our superior efficiency benefits customers through our financial stability and our ability to invest in service enhancing equipment and technology. GROWTH New Penn achieved record revenues of $182 million in 1996. Growth accelerated throughout the year averaging over 15% in the third and fourth quarters. For the year, revenues were up 8.9%. By expanding our service offerings and market segments served, we are able to continue our growth within the northeast region. For instance, during 1996, we entered the market for trade show exhibit transportation where we are creating a regional market in what has been a national market. We are also pursuing the fast growing import/export market providing our next-day LTL service to and from air and ocean ports. The international markets of Canada and Puerto Rico also contributed to our growth in 1996 as did the growth of distribution/consolidation services and national account business. FINANCIAL RESULTS During 1996 New Penn produced operating income of $33 million, a 2.9% decline from the prior year. The company was recognized in Transport Topics for having the lowest ratio of operating expenses to revenues among the 100 largest trucking companies in the United States. We will profitably grow through continuous improvements in productivity and the quality of our service. For the year 1996, New Penn's operating ratio did increase to 82.0% reflecting the severe winter weather, higher costs of labor, fuel and insurance reserves and the continuing competitiveness of the LTL market. However, strong growth in revenues during the second half of the year coupled with the company's skill in identifying and controlling costs helped New Penn remain an industry efficiency leader. INVESTMENTS Increased business levels required the expansion of the tractor and trailer fleet. A new terminal was built in Newburgh, NY to replace a leased facility. The terminal more than doubles our capacity to serve the Hudson Valley and parts of Connecticut and New Jersey. We continued the development of our on-board computer system with expansion of the system to our Philadelphia terminal. By combining the onboard system with our computer dispatch system we gain improvements in operations planning and in our ability to provide real-time shipment status to customers. LOOKING AHEAD The regional LTL market continues to grow as shippers endeavor to improve service to their customers. With high-service regional transporta- tion, customers can reduce order lead time, respond faster, reduce inventory and operate in a "just-in-time" environment. New Penn is well positioned to provide these benefits and participate as the market grows. During the fourth quarter of 1996 revenues grew by over 18%. As we look ahead we remain con- fident in our ability to grow New Penn profitably. While the market will remain extremely competitive, we continue to see opportunity. We will grow through improvement of existing services and the development of new products and markets. Our marketing will be targeted to meet the needs of specific customer groups where profitable growth is possible. We will continue to invest in the people, equipment, facilities and technology necessary to meet customer needs and maximize the productivity of our people. Arnold Transportation Services positions us to better meet the needs of local and national account customers in the regional markets, the inter-regional market and the previously untapped midwest region. THE COMPANY Arnold Transportation Services includes our truckload and logistic services companies. We are now in the process of merging SilverEagle, Dalworth and LebArnold into a new company called Arnold Transportation Services. Arnold Transportation primarily operates in the service-intensive short-haul markets of the northeast, southeast and southwest states. The average length-of-haul is 350 miles. Arnold Transportation provides dry-van services to a variety of industrial, retail and consumer packaged goods customers. Services include regional and inter-regional irregular route, contract carriage and dedicated fleet truckload service. Overnight and same-day delivery is typically provided on single and multi-stop loads. Local cartage and intermodal drayage services are also provided. GROWTH Arnold Transportation achieved record revenues of $174 million during 1996, an increase of 6.7% compared to 1995. The growth primarily occurred in the northeast and southeast regions. Excellent growth was experienced in the dedicated carriage service as more companies have chosen to outsource their private fleet operations. Deregulation of the Texas intra-state market made revenue growth difficult in the southwest region as competition for the available tonnage increased. Overall, the rate of growth slowed from recent years due to the over-capacity that plagued the industry during late 1995 and the first half of 1996. A significant issue influencing the growth of Arnold Transportation, and the entire truckload industry, is the availability of qualified drivers. At current employment and freight tonnage levels, there continues to be a shortage of qualified drivers. FINANCIAL RESULTS The operating income at Arnold Transportation during 1996 was $7.6 million reflecting an operating ratio of 95.7%. While it is not uncommon for truckload carriers to operate in the mid 90's, results in 1996 were disappointing since the Arnold Transportation companies have typically operated in the range of 89-91%. Several factors contributed to the decline in operating margins. The company had invested in additional equipment to meet the higher demand for service in 1994 and early 1995. Freight tonnage dropped and competitive pressures rose in late 1995 and early 1996, resulting in lower equipment utilization. Deregulation of the Texas intra-state market depressed prices and tonnage levels in this very important market. For most of 1996 market rates did not permit us to recoup the higher cost of fuel. We also incurred several above normal charges associated with insurance, bad debt and systems development expenses. We will continue to evolve Arnold Transportaion Services to meet the changing market for regional and inter-regional truckload transportation to ensure growth in revenue and earnings. INVESTMENTS Several areas of investment were made during 1996 to improve operating efficiency and the quality of our service. Investments were made in tractors and trailers to replace older units in order to maintain a modern, reliable fleet and to meet higher revenue levels. New information systems were developed. A proprietary truckload dispatch system was developed and installed at the southwest regional office in July of 1996 and will be installed throughout the company in 1997. A sales process automation system was developed to improve communication across the divisions and cross-functionally throughout the company. On-board satellite computer systems were installed in the linehaul fleet to improve efficiency and customer service. LOOKING AHEAD Significant improvements in the financial results of Arnold Transportation are anticipated for 1997 and beyond. In 1997 we will complete the merger of our truckload companies (SilverEagle, Dalworth and LebArnold) to form one entity in Arnold Transportation Services. While we will retain our regional focus, growth in the inter-regional and midwest markets will improve quality of revenue and equipment utilization through changes in the freight and customer mix. Equipment utilization will be further improved as the number of trailers per tractor is reduced. Reduced administrative and insurance expenses are expected to have a significant and immediate positive impact. We have improved the driver to non-driver ratio to 4.5:1 and project an additional 10% improvement. Restructuring the regional companies into one entity with a single linehaul operation will facilitate the development of the inter-regional market. The sales organization has been realigned so the same people can pursue opportunities in and between all regions. This will help us meet the growing need of national account customers to do business with fewer carriers and achieve a higher return on sales expense. Common information systems, particularly the dispatch and sales automation systems, across all regions, will facilitate growth and greater efficiency. Arnold Logistics meets the unique needs of each client by integrating a menu of services to develop customized solutions. THE COMPANY Arnold Logistics operates over 2.3 million square feet of value-added warehousing space. The facilities are primarily located in central Pennsylvania and the Dallas-Fort Worth areas. Arnold Logistics is a division of Arnold Transportation Services. Services provided include: Distribution Services complete warehousing and transportation capabilities, including climate-controlled facilities Fulfillment Services seamless integration of telemarketing, warehousing, kitting, shipping and information services from order entry to custom reporting Contract Packaging turnkey solutions for customized packaging projects of any size Arnold Logistics provides a very high level of service to a variety of Fortune 500 customers. For instance, we provide worldwide order fulfillment and distribution services to IBM with 99.98% of orders shipped complete and on-time. We serve many companies in the food and beverage industry and during 1996 we received a perfect score in the American Institute of Baking (AIB) audit for cleanliness of our food-grade facilities. GROWTH Arnold Logistics achieved record revenue levels during 1996. Revenues totaled $22.5 million, an increase of over 21.5% with improved operating margins. The growth occurred at the Pennsylvania facilities and in the value-added areas of contract packaging and order fulfillment. INVESTMENTS During 1996 Arnold Logistics assumed responsibility for the Dallas-Fort Worth facilities and invested in upgrading the physical and safety features of the warehouse. By year end the conversion of the lift-truck fleet from propane to electric operated units was 95% complete. The longer life and lower emissions of the electric lift-trucks result in better return on investment and an improved environment for our employees and the communities in which we operate. The company also converted 50,000 square feet of dry warehouse space to a cold storage facility to meet customer needs for additional climate controlled storage. LOOKING AHEAD The continued trend toward outsourcing supports anticipated excellent revenue growth at Arnold Logistics. The value-added areas of contract packaging and order fulfillment will continue to be sources of growth. Improve- ments made to facilities in the southwest during 1996 position us for growth in that market during 1997. We continue to seek geographic expansion of Arnold Logistics in the southeast region which will further compliment the coverage of the truckload division and facilitate opportunities to integrate our services. Additional investments in automation will support the growth of packaging services. The company has purchased a logistics management software package to create value for customers in the areas of transportation analysis and management. Consolidated Five-Year Statistical Summary (dollars in thousands except per share data) 1992 1993 1994 1995 1996 Operating Revenues 233,620 272,697 302,390 330,136 356,335 Net Income 25,829 29,902 30,355 30,501 25,409 Net Income Per Share .97 1.13 1.14 1.15 .95 Operating Revenues by Service Warehousing/ Logistics 17,635 15,481 16,457 18,545 22,538 Truckload 77,958 100,694 126,300 144,534 151,926 Less-than-Truckload 138,027 156,522 159,633 167,057 181,871 Financial Statements Contents Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Stockholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Report of Independent Accountants Quarterly Performance Price Range Common Stock Management's Discussion And Analysis Of Financial Condition And Results Of Operations Eleven-Year Financial Summary Board Of Directors And Stockholder Information Company Executives CONSOLIDATED BALANCE SHEETS as of December 31, 1996 and 1995 (dollars in thousands) 1996 1995 ASSETS Current assets: Cash and cash equivalents $ 19,704 $ 5,770 Marketable securities 21,917 8,503 Accounts receivable: Trade (less allowance for doubtful accounts of $1,724 and $1,108) 30,554 31,110 Officers and employees 95 234 Deferred income taxes 7,649 4,409 Prepaid expenses and supplies 3,765 4,668 Refundable income taxes - 1,418 Total current assets 83,684 56,112 Property and equipment, at cost: Land 16,435 16,344 Buildings 79,846 74,775 Revenue and service equipment 196,325 187,805 Other equipment and fixtures 27,538 22,319 Construction in progress 2,668 3,718 322,812 304,961 Accumulated depreciation 123,198 105,139 Total property and equipment 199,614 199,822 Other assets: Goodwill, net of accumulated amortization of $2,049 and $1,680 8,863 9,232 Investments in limited partnerships 10,145 10,679 Cash value of life insurance, net 530 530 Other 276 502 Total other assets 19,814 20,943 $303,112 $276,877 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 16,222 $ 16,693 Accounts payable, trade 9,332 7,316 Federal and state income taxes 456 - Estimated liability for claims 6,452 6,280 Salaries and wages 4,126 2,754 Accrued vacation 4,635 4,315 Accrued expenses - other 2,552 2,535 Total current liabilities 43,775 39,893 Other long-term liabilities: Estimated liability for claims 13,689 9,169 Deferred income taxes 31,095 25,995 Notes payable 3,874 5,049 Other 1,532 1,404 Total other long-term liabilities 50,190 41,617 Commitments and contingencies (Note 10) Stockholders' equity: Common stock, par value $1.00; authorized 100,000,000 shares; 29,942,628 issued in 1996 and 1995 29,942 29,942 Paid-in capital 209 153 Retained earnings 187,923 174,242 218,074 204,337 Less treasury stock, at cost - 3,279,108 and 3,294,854 shares in 1996 and 1995, respectively 8,927 8,970 Total stockholders' equity 209,147 195,367 $303,112 $276,877 The accompanying notes are an integral part of the consolidated financial statements. CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994 (dollars in thousands, except per share data) 1996 1995 1994 Operating revenues $356,335 $330,136 $302,390 Operating expenses: Salaries, wages and related expenses 174,666 160,130 143,409 Supplies and expenses 57,552 50,542 45,179 Operating taxes and licenses 9,381 9,297 8,924 Insurance 9,837 6,816 6,067 Communication and utilities 4,680 4,297 3,707 Purchased transportation 28,066 22,755 20,988 Rental of buildings, revenue equipment, etc., net 1,328 1,296 1,670 Depreciation and amortization 27,756 25,348 21,120 Miscellaneous 2,727 1,018 1,804 Total operating expenses 315,993 281,499 252,868 Operating income 40,342 48,637 49,522 Other expenses - net, including interest income of $1,090, $996 and $1,375 (890) (736) (394) Income before income taxes and extraordinary loss 39,452 47,901 49,128 Income taxes 14,043 17,400 18,384 Income before extraordinary loss 25,409 30,501 30,744 Extraordinary loss, net of tax benefit - - 389 Net income $ 25,409 $ 30,501 $ 30,355 Per share amounts Income before extraordinary loss $ 0.95 $ 1.15 $ 1.16 Net income $ 0.95 $ 1.15 $ 1.14 Weighted average common shares outstanding 26,655,125 26,635,327 26,614,173 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994 (dollars in thousands, except per share data) Common Paid-in Retained Treasury Stock Capital Earnings Stock Balance - December 31, 1993 $29,942 $ 6 $136,017 $ (9,098) Net income - - 30,355 - Distribution of treasury stock due to exercise of stock options - 69 - 79 Cash dividends paid ($.41 per share) - - (10,912) - Balance - December 31, 1994 29,942 75 155,460 (9,019) Net income - - 30,501 - Distribution of treasury stock due to exercise of stock options - 78 - 49 Cash dividends paid ($.44 per share) - - (11,719) - Balance - December 31, 1995 29,942 153 174,242 (8,970) Net income - - 25,409 - Distribution of treasury stock due to exercise of stock options - 56 - 43 Cash dividends paid ($.44 per share) - - (11,728) - Balance - December 31, 1996 $29,942 $209 $187,923 $ (8,927) The accompanying notes are an integral part of the consolidated financial statements. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994 (dollars in thousands) 1996 1995 1994 Cash flows from operating activities: Net income $25,409 $30,501 $30,355 Adjustments to reconcile net income to net cash provided by operating activities: Extraordinary loss - - 389 Depreciation and amortization 28,269 25,546 21,101 Gain on disposal of property and equipment (726) (1,452) (1,185) Equity in (earnings) losses of limited partnerships (5) 30 48 Provision for deferred taxes 1,860 6,750 5,716 Net (gain) loss on investments 176 (374) 355 Changes in operating assets and liabilities: (Increase) decrease in accounts receivable 695 (1,199) (1,492) (Increase) decrease in prepaid expenses and supplies 903 (196) (568) Increase (decrease) in accounts payable, trade 2,016 (2,440) 4,033 Increase (decrease) in income taxes payable 1,874 (2,959) 81 Increase in estimated liability for claims 4,692 322 1,677 Increase (decrease) in accrued expenses 1,709 418 (73) Other, net 128 128 87 Net cash provided by operating activities 67,000 55,075 60,524 Cash flows from investing activities: Proceeds from sale of investment securities 3,103 11,546 30,136 Purchase of investment securities (16,693) (1,587) (19,606) Proceeds from disposition of property and equipment 4,830 7,602 4,976 Purchase of property and equipment (31,279) (52,606) (49,940) Capital contributions in limited partnerships (1,646) (1,866) (997) Distributions from limited partnerships 22 32 12 Acquisition of primary assets of T.W. Owens & Sons, Inc. - (11,121) - Other, net 226 (69) (46) Net cash used in investing activities (41,437) (48,069) (35,465) Cash flows from financing activities: Proceeds from employee stock options exercised 99 127 148 Cash dividends paid (11,728) (11,719) (10,912) Principal payments on long-term debt - (13,199) (52) Net cash used in financing activities (11,629) (24,791) (10,816) Increase (decrease) in cash and cash equivalents 13,934 (17,785) 14,243 Cash and cash equivalents at beginning of year 5,770 23,555 9,312 Cash and cash equivalents at end of year $19,704 $ 5,770 $23,555 Supplemental disclosures of cash flow information: Cash paid during the year for: Interest $ 1,300 $ 1,741 $ 1,311 Income taxes $10,388 $ 13,618 $12,668 Noncash investing activities in 1995 related to the recognition of the fair value of future capital contributions in limited partnerships of $6,951. The accompanying notes are an integral part of the consolidated financial statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands) 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 proportionately from less-than-truckload and truckload hauling. Principles of Consolidation: The accompanying consolidated financial statements include the accounts of Arnold Industries, Inc. and all of its 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. 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, 1996 and 1995, 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 concentration 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 and municipal bonds. 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 - 7 years Service equipment 3 - 6 years Other equipment and fixtures 4 - 7 years 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. An evaluation is made at each balance sheet date (quarterly) and it is based on such factors as the occurrence of a significant event, a significant change in the environment in which the business operates or if the 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. The consolidated financial statements include estimates for claims outstanding, the future recoverability of deferred tax assets, the allowance for uncollectible accounts receivable and residual value of several limited partnerships accounted for on a cost basis. 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. Per Share Amounts: Per share amounts are computed based on the weighted average number of common shares outstanding during the year. No consideration has been given to common share equivalents (stock options) since the effect of their inclusion is not material. In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128 "Earnings Per Share" (SFAS 128). SFAS 128 establishes standards for computing and presenting earnings per share and applies to entities with publicly held common stock or potential common stock. SFAS 128 simplifies the standards for computing earnings per share previously found in APB Opinion No. 15, "Earnings Per Share," by replacing the presentation of primary earnings per share with a presentation of basic earnings per share. It also requires dual presentation of basic and diluted earnings per share on the face of the income statement for all entities with complex capital structures. SFAS 128 is effective for financial statements issued for periods ending after December 15, 1997, including interim periods. Earlier application is not permitted; however, restatement of all prior-period earnings per share data is required upon adoption. The impact of SFAS 128 adoption on the Company's earnings per share data has not yet been determined. 2. Marketable Securities: The cost and market value of investment securities at December 31, 1996 and 1995 follows: 1996 1995 Market Market Cost Value Cost Value U.S. treasury securities $ 95 $ 95 - - Municipal bonds 20,484 20,505 $7,426 $7,429 Equity securities 1,000 1,000 1,000 1,000 Accrued interest receivable 317 317 74 74 Total $21,896 $21,917 $8,500 $8,503 The net gain (loss) on marketable securities recorded during the years ended 1996, 1995 and 1994 amounted to $24, $374 and $(355), respectively. The contractual maturities of debt securities available for sale at December 31, 1996 are as follows: Market Value Due within one year $18,445 Due after one year through five years 2,060 $20,505 3. Notes Payable: The Company has unsecured working capital lines of credit with maximum borrowings of $31,500 of which $14,790 was outstanding at December 31, 1996 and 1995. 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 6.0%. For the years ended December 31, 1996, 1995 and 1994, the weighted average interest rate on short-term borrowings outstanding was 5.88%, 5.65% and 4.49%, respectively. In connection with its investments in low income housing limited partnerships, the Company is required as of December 31, 1996 to make additional contributions over the next five years as follows: 1997, $1,742; 1998, $1,712; 1999, $1,209; 2000, $1,189; and 2001, $200. The additional contributions of $6,052 were discounted to $5,306 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. Stock Option and Stock Purchase Plans: Stock Option Plan: The Company has a 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. Options to acquire up to 1,625,000 shares of the stock may be granted to executives, employees, consultants and directors of the Company. Such options carry various restrictions. Under the plan, certain options granted to employees will be qualified incentive stock options within the meaning of Section 422A of the Internal Revenue Code and other options will be considered nonqualified stock options. The incentive stock options may be granted for no less than market value at the date of grant and nonqualified stock options may be granted for no less than half of market value at the date of grant. Options are exercisable starting three months from the date of grant and expire no later than ten years after the date of grant. Also, no employee may participate in the incentive stock option plan if immediately after the grant he or she would own directly or indirectly more than 10% of the stock of the Company. Transactions and other information relating to the stock option plan for the three years ended December 31, 1996 are summarized in the following chart: Stock Option Plan The Company has a 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. Options to acquire up to 1,625,000 shares of the stock may be granted to executives, employees, consultants and directors of the Company. Such options carry various restrictions. Under the plan, certain options granted to employees will be qualified incentive stock options within the meaning of Section 422A of the Internal Revenue Code and other options will be considered nonqualified stock options. The incentive stock options may be granted for no less than market value at the date of grant and nonqualified stock options may be granted for no less than half of market value at the date of grant and expire no later than ten years after the date of grant. Also, no employee may participate in the incentive stock option plan if immediately after the grant he or she would own directly or indirectly more than 10% of the stock of the Company. Transactions and other information relating to the stock option plan for the three years ended December 31, 1996 are summarized in the following chart: Weighted Average Fair Value of Options Granted During Shares Price Per Share the Year Balance, outstanding - December 31, 1993 1,009,100 $ 4.46 to $15.62 Options granted 135,600 $13.63 Options exercised (29,490) $ 4.46 to $13.94 Options expired (11,100) $ 7.25 to $13.94 Balance, outstanding - December 31, 1994 1,104,110 $ 4.46 to $15.62 Options granted - Options exercised (18,730) $ 4.46 to $ 7.25 Options expired (28,700) $ 7.25 to $14.75 Balance, outstanding - December 31, 1995 1,056,680 $ 4.46 to $15.62 Options granted 38,800 $13.63 $3.81 Options exercised (15,746) $ 4.46 to $ 7.25 Options expired (26,000) $13.63 to $14.75 Balance, outstanding - December 31, 1996 1,053,734 $ 4.46 to $15.62 Options exercisable - December 31, 1996 451,754 $ 4.46 to $14.75 On June 26, 1996, stock options granted in 1994 for $18.25 per share to $18.50 per share have been repriced to $13.63 per share. All other provisions on the 1994 options have remained unchanged. On January 1, 1996, the Company adopted Statement of Financial Accounting Standards No. 123, "Accounting for Stock Based Compensation" (SFAS 123). As permitted by SFAS 123, the Company has chosen to apply APB Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related interpretations in accounting for its plan. Accordingly, no compensation cost has been recognized for options granted under the plan. Had compensation costs for the Company's plan been determined based on the fair value at the grant dates for awards under the plan consistent with the method of SFAS 123, the impact on the Company's net income and earnings per share would be as follows: 1996 1995 As As Reported Pro Forma Reported Pro Forma Net income $25,409 $25,281 $30,501 $30,501 Earnings per share $ 0.95 $ 0.95 $ 1.15 $ 1.15 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 1996 and 1995; dividend yield of 3.00%, expected volatility of 26.00%, risk-free interest rate of 6.72%, and expected life of 6 years. Stock Purchase Plan: Effective November 15, 1992 the Company adopted a stock purchase plan which replaced a similar plan adopted in 1975. The 1992 stock purchase plan 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 1992 plan are $520 and $8,200 for each employee in any one year. The minimum and maximum contributions under the 1975 plan were $300 and $3,000 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 1992 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. The 1975 plan required that employees pay all of the custodian and brokerage fees. 5. Income Taxes: Consolidated income tax expense consists of the following: 1996 1995 1994 Currently payable: Federal $10,334 $ 8,960 $10,198 State 1,849 1,690 2,470 12,183 10,650 12,668 Deferred: Federal 1,517 5,626 4,867 State 343 1,124 849 1,860 6,750 5,716 Total income tax expense $14,043 $17,400 $18,384 The effective income tax rates of 35.6% in 1996, 36.3% in 1995 and 37.4% in 1994 differ from the federal statutory rates for the following reasons: 1996 1995 1994 Statutory federal income tax rate 35.0% 35.0% 35.0% State income taxes, net of federal income tax benefit 3.6 3.8 4.4 Tax-free investment income and other (3.0) (2.5) (2.0) 35.6% 36.3% 37.4% Deferred tax liabilities (assets) are comprised of the following at December 31: 1996 1995 Property and equipment, principally due to differences in depreciation $33,293 $29,052 Limited partnership investments, principally due to differences in tax basis 1,350 1,313 Other 294 346 Gross deferred tax liabilities 34,937 30,711 Estimated liability for claims, principally due to differences in timing of recognition of expense (7,828) (6,068) Net operating loss carryforwards of pooled subsidiary - (26) Vacation liability, principally due to differences in timing of recognition of expense (1,519) (1,466) Allowance for bad debts, principally due to differences in timing of recognition of expense (673) (318) Deferred compensation, principally due to differences in timing of recognition of expense (672) (562) Other (799) (685) Gross deferred tax assets (11,491) (9,125) $23,446 $21,586 6. Profit Sharing Plans: The Company has trusteed profit sharing plans for all employees meeting certain eligibility tests. The plans may be amended at any time at the discretion of the Board of Directors. Approximate charges to income for contributions to the plans amounted to $1,751, $1,662 and $1,518 for 1996, 1995 and 1994, respectively. 7. Pension Plans: Charges to income for pension expense for 1996, 1995, and 1994 approximates $7,100, $6,599 and $6,352, respectively, representing payments to multiemployer pension plans under the provisions of various labor contracts. Under the Multiemployer Pension Plan Amendments Act of 1980 (the Act), an employer withdrawing from a multiemployer pension plan is liable for a portion of the unfunded vested benefit obligations of such plan. The Act treats an employer as having withdrawn when the employer either permanently ceases to have an obligation to contribute to the plan or permanently ceases all covered operations under the plan. The Company presently has no plans to withdraw from a multiemployer pension plan. The Company also offers a supplemental defined benefit pension plan for certain key officers and employees with payments to begin five years following retirement. Death and disability benefits are also provided. The amount of annual pension benefit is determined by the Board of Directors. The charge to income for this plan was $149, $140 and $141 for 1996, 1995, and 1994, respectively. The following table sets forth the supplemental plan's funded status and amounts recognized in the Company's consolidated balance sheets at December 31, 1996 and 1995: 1996 1995 Actuarial present value of benefit obligations: Vested benefit obligation $ 601 $ 479 Accumulated benefit obligation $1,480 $1,343 Projected benefit obligation for service rendered to date 1,480 1,343 Plan assets at fair value - - Plan liability under projected benefit obligation 1,480 1,343 Unrecognized net gain - 1 Unrecognized net asset at transition 52 58 Accrued pension cost $1,532 $1,402 The following table sets forth components of net pension cost for the supplemental plan recognized in the Company's consolidated income statements for the years ended December 31, 1996, 1995 and 1994: 1996 1995 1994 Service cost - benefits earned during the period $ 61 $ 61 $ 72 Interest cost on projected benefit obligation 94 85 75 Net amortization and deferral (6) (6) (6) Net pension cost $149 $140 $141 A discount rate of 7% is used in accounting for the pension plan as of December 31, 1996 and 1995. 8. Fair Value of Financial Instruments: Financial instruments include cash and cash equivalents, marketable securities, investments in limited partnerships and notes payable. At December 31, 1996 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. 9. Transactions With Affiliates: Accounting and legal fees totaling approximately $746, $733 and $762 in 1996, 1995 and 1994, respectively, were paid or accrued to firms in which certain directors have financial interests. 10. Commitments and Contingencies: By agreement with its insurance carriers, the Company has assumed liability in any single occurrence for Workmen's Compensation and Property Damage up to $1,000 and for Public Liability up to $1,000 for the first occurrence and up to $500 for each subsequent occurrence with excess liability assumed by the insurance carriers up to $52,000. 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, 1996, the outstanding balance of the letters of credit was $11,695 on a total commitment of $12,000. 11. Extraordinary Loss: The Trucking Industry Regulatory Reform Act of 1994 deregulated intrastate trucking. As a result, the Company recorded an extraordinary loss, net of income taxes, of approximately $389 relating to the write-off of the unamortized balance of intrastate operating rights. 12. Acquisition: On January 3, 1995, the Company purchased for approximately $11,121 in cash substantially all of the accounts receivable, property, revenue and other equipment and resulting goodwill of a Georgia-based truckload transportation company. Arnold Industries did not assume any of the liabilities of the Georgia company. REPORT OF INDEPENDENT ACCOUNTANTS The Board of Directors Arnold Industries, Inc. Lebanon, Pennsylvania: We have audited the accompanying consolidated balance sheets of Arnold Industries, Inc. and subsidiaries as of December 31, 1996 and 1995 and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Arnold Industries, Inc. and subsidiaries as of December 31, 1996 and 1995, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1996 in conformity with generally accepted accounting principles. /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. One South Market Square Harrisburg, Pennsylvania February 28, 1997 QUARTERLY PERFORMANCE (dollars in thousands except per share data) Operating Operating Net Revenues Income Income Quarter 1996 1995 1996 1995 1996 1995 First 82,392 83,417 8,233 13,418 5,043 8,509 Second 90,111 83,383 11,467 13,652 7,154 8,523 Third 91,442 81,898 10,938 11,236 7,128 7,073 Fourth 92,390 81,438 9,704 10,331 6,084 6,396 356,335 330,136 40,342 48,637 25,409 30,501 Net Income Dividends Per Share Per Share Quarter 1996 1995 1996 1995 First .19 .32 .11 .11 Second .27 .32 .11 .11 Third .27 .27 .11 .11 Fourth .22 .24 .11 .11 .95 1.15 .44 .44 PRICE RANGE COMMON STOCK HIGH LOW HIGH LOW Quarter 1996 1995 First 17 7/8 13 20 3/4 17 3/8 Second 16 1/2 13 1/2 18 1/2 16 1/4 Third 16 1/2 13 5/8 19 1/4 16 3/4 Fourth 16 1/2 15 1/4 18 3/4 15 7/8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Arnold Industries' operating revenues, as set forth below, are from four separate operating subsidiaries: New Penn Motor Express, Inc. ("New Penn") Arnold Transportation Services: LebArnold, Inc. ("LebArnold") SilverEagle Transport, Inc. ("SilverEagle") D.W. Freight, Inc. ("D.W.") New Penn is a less-than-truckload (LTL) transportation company. LebArnold, SilverEagle and D.W. provide truckload (TL) transportation services. In addition, LebArnold, under the name Arnold Logistics, provides specialty warehousing operations and related transportation services. Operating Revenues (dollars in millions) Total LTL Amount % Increase Amount % Increase 1996 $356.3 8 $181.9 9 1995 330.1 9 167.1 5 1994 302.4 11 159.6 2 Warehousing/ Truckload Related Trucking Amount % Increase Amount % Increase 1996 $151.9 5 $ 22.5 21 1995 144.4 14 18.6 13 1994 126.3 25 16.5 6 The revenue growth at New Penn for 1996 over 1995 was primarily due to the tonnage increase in 1996 to 1,008,566 tons from 920,581 tons in 1995, a 10% increase. The revenue growth for both New Penn and the Arnold Transportation Services companies in 1996 and 1995 was affected substantially by discounted pricing as a result of excess capacity in the transportation industry. This excess capacity occurred because many trucking companies expanded equipment fleets during 1995, while the anticipated increase in demand did not materialize. In addition, both companies' revenues were negatively impacted by the extreme winter weather in early 1996 and flooding during the year in various parts of the country which affected the truckload divisions. Also, the revenue of D.W. was negatively impacted in 1996 due to the deregulation in the State of Texas. The Arnold Transportation Services companies increased their revenue in 1996 by 7% over revenues generated in 1995. The increase was due to additional freight hauled during the year. Revenue for 1995 increased 14% over 1994. The majority of the increase in 1995 was attributable to the acquisition of T.W. Owens & Sons, Inc., a Georgia based $18 million annual revenue regional truckload carrier. Approximately $9 million of revenue was retained from T.W. Owens customers. The additional capacity acquired in the Owens transaction was used to increase business with SilverEagle's existing customer base. Set forth below is a schedule showing the operating revenues of the four operating subsidiaries. 1996 1995 1994 Amount % Amount % Amount % New Penn $181.9 51 $167.1 50 $159.6 53 SilverEagle 67.8 19 62.3 19 48.8 16 D.W. 52.0 15 51.7 16 48.7 16 LebArnold Trucking 32.1 9 30.4 9 28.8 10 Warehousing & Related Trucking 22.5 6 18.6 6 16.5 5 TOTAL $356.3 100% $330.1 100% $302.4 100% NOTE: The assets of T.W. Owens & Sons, Inc. were acquired by SilverEagle in January 1995 and H.R. Hill, Inc. by D.W. in March 1994. Both companies were acquired as purchases and no revenues are shown for these acquisitions prior to these respective dates. The following tables set forth the percentages of operating expenses and operating income to operating revenues for the years indicated. New Penn Motor Express Arnold Transp. & Related Companies Services 1996 1995 1994 1996 1995 1994 Operating Revenues 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Operating Expenses Salaries, wages and related expenses 60.0 58.4 57.5 37.6 38.3 36.1 Supplies and expenses 10.3 9.8 9.7 22.2 20.9 20.8 Operating taxes and licenses 3.2 3.5 3.7 2.0 2.2 2.2 Insurance 1.8 1.5 1.5 3.8 2.7 2.6 Communication and utilities 1.2 1.1 1.1 1.5 1.5 1.3 Purchased transportation 1.0 1.0 1.0 15.0 12.9 13.6 Rental of buildings, revenue equipment, etc., net (.3) (.4) (.4) 1.1 1.2 1.6 Depreciation and amortization 4.8 4.9 4.5 10.9 10.5 9.7 (Gain) on sale of equipment (.2) (.4) (.2) (.1) (.4) (.5) Miscellaneous .2 .4 .9 1.7 1.1 1.1 Total Operating Expenses 82.0 79.8 79.3 95.7 90.9 88.5 Operating Income 18.0% 20.2% 20.7% 4.3% 9.1% 11.5% The operating expenses of New Penn and its related companies increased to 82.0% of operating revenues in 1996 from 79.8% in 1995 and 79.3% in 1994. Salaries, wages and related expenses increased to 60.0% in 1996 from 58.4% in 1995 and 57.5% in 1994, primarily as a result of increased drivers' wages and benefits, including workers' compensation expense. Supplies and expenses increased in 1996 to 10.3% from 9.8% in 1995 as a result of higher fuel costs. A fuel surcharge was implemented in September, 1996, which partially offset the higher fuel costs. Insurance expense increased to 1.8% in 1996 from the 1.5% in the years 1995 and 1994. The Company's insurance carrier increased the insurance reserve during the year 1996 due to a prior year's loss. The Arnold Transportation Services companies' salaries, wages and related expenses decreased to 37.6% in 1996 from 38.3% in 1995 due to the use of more owner/operators during 1996 which resulted in lower salaries and wages expense. However, this reduction in salaries and wages was partially offset by higher workers' compensation and health benefit expenses. The 1995 expense increased to 38.3% from 36.1% in 1994 primarily as a result of decreased revenue per mile. Supplies and expenses increased to 22.2% in 1996 from 20.9% and 20.8% for 1995 and 1994, respectively. This was due to substantially higher fuel costs in 1996. The higher fuel costs were partially offset by a fuel surcharge which was implemented in September and October, 1996. Insurance increased to 3.8% from 2.7% in 1995 and 2.6% in 1994 as a result of the Company's insurance carrier increasing the insurance reserves in 1996 for several losses which were incurred in prior years. Since July 1, 1995, the Company has made major changes to its insurance and risk management programs which have substantially improved the Company's loss and reserve experience. Purchased transportation costs increased to 15.0% in 1996 compared to 12.9% in 1995 and 13.6% in 1994 because of the use of additional owner/operators. The 1995 costs decreased from 1994 because of higher revenue without a proportionate increase in owner/operators. Miscellaneous operating expenses increased to 1.7% in 1996 from 1.1% for both years 1995 and 1994 as a result of the Company sustaining a number of losses due to shipper bankruptcies, which resulted in writing off accounts receivable balances. Total operating expenses increased to 95.7% for 1996 compared to 90.9% in 1995 and 88.5% in 1994. Arnold Industries' operating income for 1996 decreased $8.3 million or 17% over 1995, and 1995 operating income decreased $.9 million or 2% over 1994. Operating income was adversely impacted by excessive discounting and excess capacity in the industry in both 1996 and 1995, and was also substantially affected by higher fuel and insurance costs in 1996. Other net non-operating expenses consist primarily of interest income, other investment income, and interest expense. The years 1996 and 1995 were affected by amortization of investments in low-income housing limited partnerships in the amounts of $.5 and $.3 million, respectively. The 1996 interest expense decreased to $1.3 million compared to $1.7 million in 1995, primarily due to a reduction in debt. Interest income was reduced by $.3 million for 1996 and $.4 million for 1995 compared to the year 1994 due to reduced interest rates and reduced investments. The reductions in investment securities held in 1995 and 1994 were primarily due to the asset acquisitions from T.W. Owens in 1995 and H.R. Hill in 1994. The effective income tax rates for 1996, 1995 and 1994, were 35.6%, 36.3%, and 37.4% respectively. The reductions in the effective tax rates are due primarily to tax credits generated by investments in low-income housing limited partnerships. Net income for 1996 decreased to $25.4 million compared to $30.5 million for 1995. Net income per share in 1996 was $.95 compared to $1.15 for 1995. This compares to $30.3 million or $1.14 per share for 1994. Approximately one-half of the decline in the Company's 1996 net income per share is attributable to increased insurance reserves as a result of several large losses in prior years. Capital Expenditures The total property and equipment purchases (net of dispositions) amounted to $26.4 million for 1996, compared to $53.6 million for 1995 and $45.0 million for 1994. This included equipment purchases of $8.6 million on the T.W. Owens acquisition in 1995 and approximately $10 million as a result of the H.R. Hill acquisition in 1994. The Company is projecting capital expenditures at approximately $36 million for 1997, excluding any acquisitions. Liquidity and Capital Resources Cash, cash equivalents, and marketable securities totaled $42 million at the end of 1996 compared to $14 million at the end of 1995 and $42 million at the end of 1994. The increase for the year 1996 was due to substantially lower investments in property and equipment, whereas the decrease in 1995 compared to 1994 was due to a substantially higher investment in property and equipment and the payment of a line of credit loan. Working capital amounted to $40 million, $16 million, and $25 million at the end of 1996, 1995 and 1994, respectively. Net cash provided by operating activities was $67 million in 1996, $55 million in 1995, and $61 million in 1994. 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 1996, the Company believes that inflation had a minimal effect on operating results. However, most of the Company's expenses are subject to inflation which results in increased costs. 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 On January 2, 1997, New Penn effected a general rate increase of 5.9% which affected approximately 33% of its customers. Other customer rates are subject to negotiated contracts and agreements. Discounting and overcapacity in both the LTL and TL segments of the industry in 1995 has continued through 1996 and into 1997. New Penn's revenue was up 18% for the fourth quarter of 1996. The beginning of 1997 continues to show increases in revenue. However, revenues at the Arnold Transportation Services companies show little growth. The truckload operations of LebArnold, SilverEagle, and D.W. will be combined into a core carrier subsidiary in 1997 under the name of Arnold Transportation Services. Management believes that the restructuring of the TL companies will have positive effects through improved marketing, quality of revenue and equipment utilization. The Company is continuing to improve efficiency by continued refinement of information technology which will reduce costs and provide better service to its customers. The Company continues to seek niche markets requiring high levels of customized service which offer above average returns for the expertise required to serve them. Management believes that growth opportunities remain for both the LTL and TL companies through improved marketing efforts, expansion of regional markets and continued refinement of information technology. In December 1995, the Company registered up to $75 million worth of common stock and warrants for possible use in connection with future business acquisitions. Management will continue to evaluate opportunities to expand in both the LTL and TL segments of the industry. ELEVEN-YEAR FINANCIAL SUMMARY<FN1> (dollars in thousands, except per share data) Fiscal Year 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986 Income Operating revenues 356,335 330,136 302,390 272,697 233,620 196,202 188,830 167,589 148,196 124,176 99,062 Operating expenses Depreciation and amortization 27,756 25,348 21,120 17,811 14,222 11,500 10,527 11,021 9,906 8,973 6,098 Operating taxes and licenses 9,381 9,297 8,924 7,908 6,780 5,887 4,836 4,537 4,147 3,593 2,968 Other 278,856 246,854 222,824 200,106 172,304 142,080 137,027 123,121 109,397 92,886 73,625 Operating income 40,342 48,637 49,522 46,872 40,314 36,735 36,440 28,910 24,746 18,724 16,371 Non-operating income (expense) Interest income (expense), net (200) (711) 35 355 246 195 (1,123) (1,180) (923) (691) (221) Other (690) (25) (429) 1,326 (71) 10 (449) 884 4,142 (287) 2,773 Income before income taxes, extraordinary loss, and cumulative effect of change in accounting principle 39,452 47,901 49,128 48,553 40,489 36,940 34,868 28,614 27,965 17,746 18,923 Income taxes 14,043 17,400 18,384 18,651 14,660 13,512 12,452 10,939 10,543 8,171 9,358 Income before extraordinary loss and cumulative effect of change in accounting principle 25,409 30,501 30,744 29,902 25,829 23,428 22,416 17,675 17,422 9,575 9,565 Extraordinary loss, net of tax benefit<FN5> -- -- 389 -- -- -- -- -- -- -- -- Cumulative effect of change in accounting for income taxes<FN6> -- -- -- -- -- -- -- 1,322 -- -- -- Net income 25,409 30,501 30,355 29,902 25,829 23,428 22,416 18,997 17,422 9,575 9,565 Per Share Data<FN2> Income before extraordinary loss and cumulative effect of change in accounting principle .95 1.15 1.16 1.13 .97 .88 .84 .67 .67 .37 .38 Net income .95 1.15 1.14 1.13 .97 .88 .84 .71 .67 .37 .38 Cash dividends declared .44 .44 .41 .35 .32 .29 .25 .22 .11 .06 .05 Book value 7.84 7.33 6.63 5.90 5.12 4.46 3.86 3.31 2.76 2.16 1.76 Financial Position - Year End Cash, temporary investments and marketable securities<FN3> 41,621 14,273 41,643 38,285 45,186 57,558 37,184 26,826 25,318 15,029 11,407 Working capital<FN4> 39,909 16,219 24,839 24,093 29,856 55,664 30,877 24,049 23,575 11,558 10,360 Property and equipment-net 199,614 199,822 169,603 144,148 110,674 88,250 91,393 83,540 67,346 58,291 44,097 Total assets 303,112 276,877 260,279 228,361 197,203 170,668 159,973 136,313 116,197 94,081 72,936 Long-term debt 3,874 5,049 -- -- 476 17,603 19,479 19,749 14,812 12,840 6,685 Stockholders' equity 209,147 195,367 176,458 156,867 136,015 118,502 102,362 87,681 72,589 55,520 45,210 Other Data Percentage return on average stockholders' equity 12.6 16.4 18.2 20.4 20.3 21.2 23.6 23.7 27.2 19.0 23.4 Net cash provided by operating activities 67,000 55,075 60,524 51,299 34,518 35,898 36,639 29,471 25,195 23,136 14,752 <FN> <FN1> 1. 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> 2. Adjusted to give retroactive effect to the two-for-one stock split in 1993, the two-for-one stock split in 1991, the three-for-two stock split in 1988, the five-for-four stock split in 1987, and the two-for-one stock split in 1986 <FN3> 3. Excludes restricted cash prior to 1992 <FN4> 4. Certain liabilities with respect to claims were reclassified as long-term beginning in 1991 <FN5> 5. Write-off of the unamortized balance of intrastate operating rights <FN6> 6. The Company adopted SFAS No. 96, "Accounting for Income Taxes," in 1989 </FN> BOARD OF DIRECTORS E. H. Arnold Chairman, President, CEO and Director Kenneth F. Leedy Director President - New Penn Motor Express, Inc. Heath L. Allen, Esq. Secretary and Director Partner - Keefer, Wood, Allen and Rahal Harrisburg, PA Ronald E. Walborn, CPA Treasurer and Director President - Walborn Shambach Associates Harrisburg, PA Arthur L. Peterson Director Executive Director - Florida Association of Colleges and Universities, Madeira Beach, FL Carlton E. Hughes Director Chairman - Stewart-Amos Steel, Inc. Harrisburg, PA STOCKHOLDER INFORMATION Counsel Messrs. Keefer, Wood, Allen and Rahal 210 Walnut Street Harrisburg, PA 17101 Auditors Coopers & Lybrand L.L.P. 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 1,347 record-holders of the Company's common stock as of March 10, 1997. The number of beneficial owners is considerably greater. Annual Meeting of Stockholders The Arnold Industries 1997 Annual Meeting of Stockholders will be held 4:00 PM, May 7, 1997 at the Lebanon Country Club, 3375 West Oak Street, Lebanon, Pennsylvania. Investor Information Stockholders, securities analysts, portfolio managers, representatives of financial institutions and individuals seeking financial and operating information, including copies of Form 10K, may contact: Corporate Secretary Arnold Industries, Inc. P.O. Box 210 Lebanon, PA 17042 (717) 273-9058 Copies of the Company's Form 10-K will be supplied to stockholders upon request without charge. Dividend Reinvestment/Cash Purchase Plan This plan enables you, as a stockholder, 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 stockholders 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 stockholder 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. (Inside Back Cover) COMPANY EXECUTIVES ARNOLD INDUSTRIES, INC. E. H. Arnold, Chairman, President & CEO Donald G. Johnson, Senior Vice President* Andrew J. Kerlik, VP, Personnel & Safety* Timothy D. Hoffman, VP, Properties* Ronald E. Walborn, CPA, CFO* & Treasurer Heath L. Allen, Esq., Secretary *As of January 1, 1997 NEW PENN MOTOR EXPRESS, INC. Kenneth F. Leedy, President Stephen M. O'Kane, Executive Vice President Terrence P. Ryan, VP, Sales Steven J. Ginter, VP, Marketing Charles J. Kachel, VP, National Accounts Daniel W. Schmidt, VP, Labor Relations Frank Santanella, VP, Eastern Division Charles A. Zaccaria, VP, Northern Division John G. McCloy, VP, Central Division Shawn P. Nolan, VP, Western Division Thomas P. McDonald, Division VP, Sales Anthony S. Nicosia, Division VP, Sales ARNOLD TRANSPORTATION SERVICES Robert J. Petruzzi, COO Paul L. Shiffler, CFO Kurt E. Antkiewicz, VP, Sales & Marketing David L. Teichert, VP, Southeast Division J. Michael Driggers, VP, Southwest Division Kurt E. Morgan, VP, Northeast Division ARNOLD LOGISTICS Douglas B. Enck, Vice President/General Manager (Back Cover) Company Logo Arnold Industries, Inc. Corporate Headquarters 625 South Fifth Avenue Lebanon, Pennsylvania 17042 (717) 274-2521