FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 ------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-12058 ------- KENAN TRANSPORT COMPANY ------------------------------------------------------ (Exact name of registrant as specified in its charter) North Carolina 56-0516485 ------------------------------- --------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) University Square - West, 143 W. Franklin Street Chapel Hill, North Carolina, 27516-3910 ----------------------------------------------------------- (Address of principal executive offices, including Zip Code) (919) 967-8221 ----------------------------------------------------------- (Registrant's telephone number, including Area Code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- ------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at July 31, 1997 -------------------------- ------------------------------ Common stock, no par value 2,394,780 KENAN TRANSPORT COMPANY INDEX Page ---- Part I - Financial Information Consolidated Balance Sheets as of June 30, 1997 and December 31, 1996 1 Consolidated Statements of Income for the three and six months ended June 30, 1997 and 1996 2 Consolidated Statements of Cash Flows for the six months ended June 30, 1997 and 1996 3 Notes to Consolidated Financial Statements 4 Management's Discussion and Analysis of Financial Condition and Results of Operations 5 Part II - Other Information Item 4 - Submission of Matters to a Vote of Security Holders 6 Item 6 - Exhibits and Reports on Form 8-K 6 Signatures 7 Index to Exhibits 8 PART I - FINANCIAL INFORMATION KENAN TRANSPORT COMPANY CONSOLIDATED BALANCE SHEETS (Dollars in thousands) June 30, December 31, 1997 1996 ASSETS (Unaudited) (Note 1) - --------------------------------------------------------------------- Current Assets Cash and cash equivalents $11,185 $11,181 Short-term investments - - Accounts receivable 4,723 4,988 Operating supplies and parts 475 413 Prepayments - Tires 982 1,033 Insurance, licenses and other 908 698 Deferred income taxes 1,856 1,741 - --------------------------------------------------------------------- Total Current Assets 20,129 20,054 Operating Property Land 3,531 3,531 Buildings and leasehold improvements 10,545 9,279 Revenue equipment 56,428 56,015 Other equipment 4,236 3,923 - --------------------------------------------------------------------- 74,740 72,748 Accumulated depreciation (29,719) (28,615) - --------------------------------------------------------------------- Net Operating Property 45,021 44,133 Other Assets 1,051 857 - --------------------------------------------------------------------- $66,201 $65,044 ===================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY - --------------------------------------------------------------------- Current Liabilities Accounts payable $ 1,194 $ 1,257 Wages and employee benefits payable 4,674 5,136 Claims payable 3,483 3,409 Other accrued expenses 184 166 Income taxes payable -- 52 - --------------------------------------------------------------------- Total Current Liabilities 9,535 10,020 Deferred Income Taxes 9,266 9,181 Stockholders' Equity Common stock; no par; 20,000,000 shares authorized; 2,394,780 and 2,389,497 shares issued and outstanding 3,096 2,996 Retained earnings 44,304 42,847 - --------------------------------------------------------------------- 47,400 45,843 - --------------------------------------------------------------------- $66,201 $65,044 ===================================================================== The Notes to Consolidated Financial Statements are an integral part of these balance sheets. Page 1 KENAN TRANSPORT COMPANY CONSOLIDATED STATEMENTS OF INCOME (Unaudited and dollars in thousands except per share amounts) Three Months Ended Six Months Ended June 30, June 30, -------------------- --------------------- 1997 1996 1997 1996 - ---------------------------------------------------------------------------------------- Operating Revenue $17,233 $16,637 $34,979 $34,224 Operating Expenses Wages and employee benefits 8,806 8,606 17,756 17,532 Fuel, parts, tires and other 3,477 3,122 6,976 6,420 Taxes and licenses 1,062 1,046 2,156 2,170 Claims and insurance 663 596 1,307 1,197 Communications, utilities and rent 348 357 711 786 Depreciation 1,647 1,689 3,302 3,250 - ---------------------------------------------------------------------------------------- 16,003 15,416 32,208 31,355 - ---------------------------------------------------------------------------------------- Operating Income 1,230 1,221 2,771 2,869 Interest income and other expenses, net 71 33 117 103 - ---------------------------------------------------------------------------------------- Income before Provision for Income Taxes 1,301 1,254 2,888 2,972 Provision for income taxes 491 491 1,102 1,169 - ---------------------------------------------------------------------------------------- Net Income $ 810 $ 763 $ 1,786 $ 1,803 ======================================================================================== Weighted average number of shares outstanding (in thousands) 2,395 2,389 2,393 2,389 Earnings per share $ .34 $ .32 $ .75 $ .76 Operating ratio 92.9% 92.7% 92.1% 91.6% Dividends paid per share $ .0675 $ .0650 $ .1350 $ .1300 The Notes to Consolidated Financial Statements are an integral part of these statements. Page 2 KENAN TRANSPORT COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1997 and 1996 (Unaudited and dollars in thousands) 1997 1996 - ---------------------------------------------------------------------- Cash Provided by (Applied to): Operations $ 4,523 $ 4,856 Purchases of operating property, net (4,190) (7,244) Short-term investments, net - 6,076 Dividends (329) (317) - ---------------------------------------------------------------------- Net Increase in Cash and Cash Equivalents 4 3,371 Beginning Cash and Cash Equivalents 11,181 3,220 - ---------------------------------------------------------------------- Ending Cash and Cash Equivalents $11,185 $ 6,591 ====================================================================== The Notes to Consolidated Financial Statements are an integral part of these statements. Page 3 KENAN TRANSPORT COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation The financial information included herein is unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments) that are, in the opinion of management, necessary for a fair statement of results for the interim periods. The balance sheet at December 31, 1996 has been taken from the audited financial statements at that date. The results of operations for the three and six months ended June 30, 1997 and 1996 are not necessarily indicative of the results to be expected for the full year. 2. Effects of Recent Accounting Pronouncements The Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share", in February 1997. The Company is required to adopt SFAS No. 128 for the year ended December 31, 1997. This statement establishes standards for computing and presenting earnings per share (EPS) and makes them comparable to international EPS standards. The statement requires dual presentation of basic and diluted EPS on the face of the income statement and requires a reconciliation of the numerator and denominator of the basic EPS calculation to the numerator and denominator of the diluted EPS calculation. Basic and diluted EPS will not be materially different from previously reported EPS. Page 4 KENAN TRANSPORT COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's discussion and analysis of certain significant factors that have affected the Company's financial position and operating results during the periods included in the accompanying financial statements. Results of Operations - ------------------------------- Revenue for the second quarter of 1997 was $17,233,000, an increase of $596,000 and 4% over the second quarter of 1996. We experienced modest growth in demand for transportation of gasoline and chemical products, while propane gas and heating fuels were flat as a result of a warmer heating season. Net income was $810,000, an increase of $47,000 and 6% over the second quarter of 1996. Earnings per share were $.34 compared to $.32 in 1996. Miles operated increased 3% in comparison to the second quarter of 1996. Revenue for the first half of 1997 was $34,979,000, an increase of $755,000 and 2% over the first six months of 1996. Net income was $1,786,000 compared to $1,803,000 for the first half of 1996. Earnings per share were $.75 compared to $.76 in 1996. Miles operated increased 1% in comparison to the first half of 1996. Operating expenses for the second quarter of 1997 totaled $16,003,000, an increase of $587,000 and 4% over the second quarter of 1996. During the second quarter, we increased driver pay to our more experienced drivers. We expect this change to result in lower turnover, improved customer service and safety performance. Fuel prices continued to decline during the quarter to levels slightly lower than those in the second quarter of 1996. Accordingly, we have adjusted our fuel surcharge program to reduce prices to our customers. The operating ratio for the quarter was 92.9% compared to 92.7% in 1996. Operating expenses for the first half of 1997 totaled $32,208,000, an increase of $853,000 and 3% over the first six months of 1996. The operating ratio increased to 92.1% from 91.6% in 1996. Liquidity and Capital Resources - ------------------------------- The Company's liquidity and capital resources are adequate. At June 30, 1997, working capital was $10,594,000 compared to $10,034,000 at December 31, 1996, and the current ratios were 2.11 and 2.00, respectively. Cash and cash equivalents totaled $11,185,000 at June 30, 1997, and the Company had no debt outstanding under its $7,000,000 bank line of credit. Management believes that cash flows from operations and access to capital from the Company's bank line of credit will be sufficient to fund 1997 capital expenditures, working capital requirements, expansion opportunities and other corporate needs. The Company's operations require the storage of fuel for use in its tractors in both underground and aboveground tanks. The Company has a program to maintain its fuel storage facilities in compliance with environmental regulation. Under the program, the Company incurs costs to replace tanks, remediate soil contamination resulting from overfills, spills and leaks and monitor facilities on an ongoing basis. These costs are recorded when it is probable that a liability has been incurred and the related amount can be reasonably estimated. Such costs have not been and are not expected to be material to the Company's operations or liquidity. Page 5 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders - ------- --------------------------------------------------- The Registrant's Annual Meeting of Stockholders was held on May 5, 1997 for the purpose of electing a board of directors and to transact other business as came before the meeting. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Act of 1934 and there was no solicitation in opposition to management's solicitations. The proposals voted upon and the results of voting were as follows: (1) Nominees for directors as listed in the proxy statement were elected for a one year term with the following vote: Votes Votes Broker For Withheld Non-votes --------- -------- --------- Thomas S. Kenan, III 2,146,520 100 145,853 Owen G. Kenan 2,146,520 100 145,853 Lee P. Shaffer 2,146,520 100 145,853 William C. Friday 2,146,520 100 145,853 William O. McCoy 2,145,070 1,550 145,853 Paul J. Rizzo 2,145,070 1,550 145,853 Braxton Schell 2,146,420 200 145,853 Paul Wright, Jr. 2,146,520 100 145,853 Kenneth G. Younger 2,145,070 1,550 145,853 Item 6. Exhibits and Reports on Form 8-K - ------- --------------------------------- (a) The Exhibits to this Form 10-Q are listed on the accompanying Index to Exhibits. (b) No reports on Form 8-K have been filed during the quarter ended June 30, 1997. Page 6 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. KENAN TRANSPORT COMPANY (Registrant) DATE: August 6, 1997 BY: /s/ William L. Boone ---------------------------- Vice President-Finance and Chief Financial Officer Page 7 INDEX TO EXHIBITS The exhibits filed as part of this report are listed below: Exhibit Number Description - --------- ---------------------------------------------------------- 10.A Senior Managers' Life Insurance Plan 10.B Senior Management Severance Plan 27 Financial Data Schedule for the 2nd Quarter 10-Q. Page 8