Securities and Exchange Commission
Washington, D.C. 20549
Form 8 - K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report August 28, 1995
(Date of earliest event reported)
Intrenet, Inc.
(exact name of registrant as named in its charter)
Indiana
(State or other jurisdiction of incorporation)
0 - 14060 35 - 1597565
(Commission File Number) (IRS Employer Identification No.)
400 TechneCenter Drive, Suite 200
Milford, Ohio
45150
(Address of principal executive offices)
(513) - 576 - 6666
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets
On August 28, 1995, the Registrant sold substantially all of
the operating assets of its munitions specialty carrier, C. I.
Whitten Transfer Company ("CIW"), to TRISM, Inc. ("TRISM").
This previously announced sale was completed in accordance with
the terms of an Asset Purchase Agreement dated as of August 18,
1995 among CIW, the Registrant, and TRISM, a copy of which is
enclosed as an exhibit to this report and which is incorporated
by reference herein.
Pursuant to the transaction, TRISM acquired substantially all
of the tangible and intangible assets of CIW used in its
business other than accounts receivable, prepaid expenses and
certain other assets. The total purchase price, net of
approximately $844,000 of liabilities assumed by TRISM, was
approximately $3,013,000 of which $100,000 was placed into an
escrow account to be released to CIW or TRISM, depending upon
certain post-closing developments. TRISM also assumed certain
lease obligations of CIW.
The Registrant also agreed not to engage, for a period of five
years, in the business of transporting truckload commodities of
munitions, class A and B explosives, other articles designated
sensitive by the United States Government and hazardous waste
materials.
Following the transaction, CIW changed its name to "CIW, Inc."
and no longer conducts active motor carrier operations.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of businesses acquired. Not applicable.
(b) Pro forma financial information
The accompanying Pro Forma Condensed Consolidated Balance Sheet
was prepared under the assumption that the sale of substantially
all of the operating assets of CIW to TRISM had occurred on June
30, 1995.
The accompanying Pro Forma Condensed Consolidated Statements of
Operations were prepared under the assumption that the sale of
substantially all of the operating assets of CIW to TRISM had
occurred on January 1, 1994 and January 1, 1995, respectively.
Pro forma adjustments have been reflected for assumed changes in
interest expense and income taxes as a result of the transaction.
(c) Exhibits
2 Asset Purchase Agreement dated as of August 18, 1995 (without exhibits)
Signatures
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Intrenet, Inc.
Dated: September 11, 1995 By: Jonathan G. Usher, Vice President -
Finance, and Chief Financial Officer
(Principal Financial and Accounting Officer)
INTRENET, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Balance Sheet
June 30, 1995
(In Thousands of Dollars)
(Unaudited)
Pro Forma Pro Forma
Consolidated Adjustment forExcluding
Assets As Filed C.I. Whitten C.I. Whit
Current assets:
Cash and cash equivalents $ 2,087 $ 704 $ 2,791
Receivables, principally freight revenue less
allowance for doubtful accounts of $1,484 in 1995 21,115 0 21,115
Prepaid expenses and other 7,132 (164) 6,968
Total current assets 30,334 540 30,874
Property and equipment, at cost less accumulated
depreciation 30,696 (3,099) 27,597
Reorganization value in excess of amounts allocated
to identifiable assets, net of accumulated amortization 7,989 0 7,989
Deferred income taxes 2,525 0 2,525
Other assets 964 0 964
Total assets $ 72,508 $ (2,559) $ 69,949
Liabilities and Shareholders' Equity
Current liabilities:
Current notes payable to banks $ 4,209 $ (2,209) $ 2,000
Current equipment borrowings and capital lease obligations 5,645 (327) 5,318
Accounts payable and cash overdrafts 8,766 0 8,766
Current accrued claim liabilities 6,974 0 6,974
Other accrued expenses 6,878 94 6,972
Total current liabilities 32,472 (2,442) 30,030
Long-term notes payable to banks 4,500 0 4,500
7% convertible subordinated debentures 0 0 0
Long-term equipment borrowings and capital lease obligations 9,680 (517) 9,163
Long-term accrued claim liabilities 2,000 0 2,000
Total liabilities 48,652 (2,959) 45,693
Shareholders' equity:
Common Stock, without par value; 20,000,000
shares authorized; 13,197,728 shares
issued and outstanding at June 30 15,940 0 15,940
Retained earnings
since January 1, 1991 7,916 400 8,316
Total shareholders' equity 23,856 400 24,256
Total liabilities and shareholders' equity $ 72,508 $ (2,559) $ 69,949
Notes to Pro Forma Financial Statements :
1. This Pro Forma Condensed Consolidated Balance Sheet reflects the consolidated financial condition of Intrenet, Inc. and
subsidiaries under the assumption that the sale of the assets of C. I. Whitten Transfer Company described in this
Form 8 - K had occurred on June 30, 1995.
2. The Pro Forma Adjustments reflect the effect of the sale of substantially all of the operating assets of C. I.
Whitten as of June 30, 1995. These adjustments also reflect the estimated provisions necessary at June 30, 1995 to
state the remaining assets and liabilities at realizable values, and to accrue the costs to wind-down the business.
3. Cash received on sale of the assets is assumed to first be applied to reduce outstanding bank revolver
borrowings, and then to increase invested funds.
INTRENET, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 1994
(In Thousands of dollars, Except Per Share Data)
Pro Forma
Elimination Results
Consolidated of Whitten Pro Forma Excluding
As Filed Losses Adjustments C.I. Whitte
Operating revenues $ 214,838 $ (15,384) $ 0 $ 199,454
Operating expenses:
Purchased transportation
and equipment rents 79,946 (6,236) 0 73,710
Fuel and other operating expenses 49,749 (3,614) 0 46,135
Salaries, wages, and benefits 48,309 (4,285) 0 44,024
Insurance and claims 7,680 (440) 0 7,240
Operating taxes and licenses 9,846 (801) 0 9,045
Depreciation 4,826 (336) 0 4,490
Other operating expenses 4,077 (412) 0 3,665
204,433 (16,124) 0 188,309
Operating Income 10,405 740 0 11,145
Interest expense (3,557) 66 255 (3,236)
Other income (expense), net (357) 0 400 43
Earnings before income taxes 6,491 806 655 7,952
Provision for Income taxes (1,326) (274) (223) (1,823)
Net earnings $ 5,165 $ 532 $ 432 $ 6,129
Earnings per common and common
equivalent share
Primary earnings per share $ 0.52 $ 0.05 $ 0.04 $ 0.61
Number of Shares Used 9,964,501 9,964,501 9,964,501 9,964,501
Fully diluted earnings per share $ 0.40 $ 0.04 $ 0.03 $ 0.47
Number of Shares Used 13,684,062 13,684,062 13,684,062 13,684,062
Notes to Pro Forma Financial Statements :
1. This Pro Forma Condensed Consolidated Statement of Operations reflects the consolidated
results of Intrenet, Inc. and subsidiaries under the assumption that the sale of the assets of
C. I. Whitten Transfer Company described in this Form 8 - K had occurred on January 1, 1994.
2. Pro forma adjustments have been reflected for (1) the assumed reduction in interest expense
as a result of the assumed use of sales proceeds to reduce bank debt outstanding during the
year, (2) for the effect on the provision for income taxes, using a statutory rate, and (3) the
anticipated net gain on sale of the assets and wind-down of the C. I. Whitten business.
INTRENET, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Statement of Operations
For the Six Months Ended June 30, 1995
(In Thousands of dollars, Except Per Share Data)
Pro Forma
Elimination Results
Consolidated of Whitten Pro Forma Excluding
As Filed Losses Adjustments C.I. Whitte
Operating revenues $ 109,699 $ (4,953) $ 0 $ 104,746
Operating expenses:
Purchased transportation
and equipment rents 40,235 (1,904) 0 38,331
Fuel and other operating expenses 29,772 (1,778) 0 27,994
Salaries, wages, and benefits 23,150 (1,904) 0 21,246
Insurance and claims 3,903 (287) 0 3,616
Operating taxes and licenses 4,999 (245) 0 4,754
Depreciation 2,326 (235) 0 2,091
Other operating expenses 2,232 (377) 0 1,855
106,617 (6,730) 0 99,887
Operating Income 3,082 1,777 0 4,859
Interest expense (1,521) 53 126 (1,342)
Other income (expense), net (231) 0 400 169
Earnings before income taxes 1,330 1,830 526 3,686
Provision for Income taxes (399) (622) (179) (1,200)
Net earnings $ 931 $ 1,208 $ 347 $ 2,486
Earnings per common and common
equivalent share
Primary earnings per share $ 0.08 $ 0.10 $ 0.03 $ 0.21
Number of Shares Used 11,956,223 11,956,223 11,956,223 11,956,223
Fully diluted earnings per share $ 0.08 $ 0.10 $ 0.03 $ 0.21
Number of Shares Used 11,956,223 11,956,223 11,956,223 11,956,223
Notes to Pro Forma Financial Statements :
1. This Pro Forma Condensed Consolidated Statement of Operations reflects the consolidated results
of Intrenet, Inc. and subsidiaries under the assumption that the sale of the assets of C.I. Whitten
Transfer Company described in this Form 8 - K had occurred on January 1, 1995.
2. Pro forma adjustments have been reflected for (1) the assumed reduction in interest expense
as a result of the assumed use of sales proceeds to reduce bank debt outstanding during the
year, (2) for the effect on the provision for income taxes, using a statutory rate, and (3) the
anticipated net gain on sale of the assets and wind-down of the C. I. Whitten business.