UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For The Period Ended April 3, 1998 Commission File Number 0-14759
KLLM TRANSPORT SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 64-0412551
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
135 Riverview Drive
Richland, Mississippi 39218
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (601) 939-2545
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or
15(d)of the Securities Exchange Act of 1934 during the preceding
12 months, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
4,373,115 Common Shares were outstanding as of April 3, 1998.
KLLM TRANSPORT SERVICES, INC.
AND SUBSIDIARIES
INDEX
Page
Number
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
April 3, 1998 (Unaudited) and January 2, 1998 1
Consolidated Statements of Earnings (Unaudited)
Thirteen weeks ended April 3, 1998 andApril 4, 1997 2
Condensed Consolidated Statements of Cash Flows (Unaudited)
Thirteen weeks ended April 3, 1998 and April 4, 1997 3
Notes to Condensed Consolidated Financial Statements
(Unaudited) 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 5
PART II. OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K 7
KLLM TRANSPORT SERVICES, INC
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
April 3, January 2,
1998 1998
----------- -----------
(Unaudited) (Note)
(In Thousands)
ASSETS
Current assets:
Cash and cash equivalents $707 $670
Accounts receivable 20,988 20,824
Inventories - at cost 580 635
Prepaid expenses:
Tires 2,899 2,885
Other 2,110 2,494
Assets held for sale 1,530 3,383
Deferred income taxes 5,413 5,413
------------ ----------
Total current assets 34,227 36,304
Property and equipment 133,688 137,216
Less accumulated depreciation (30,294) (29,276)
------------ ----------
103,394 107,940
Intangible assets, net 11 90
Other assets 169 201
------------ --------
$137,801 $144,535
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable to banks $1,190 $0
Accounts payable and accrued
expenses 12,304 15,912
Accrued claims expense 14,784 13,913
Current maturities of long-term
debt and capital leases 4,911 4,898
------------ ----------
Total current liabilities 33,189 34,723
Long-term debt and capital leases,
less current maturities 38,620 44,826
Deferred income taxes 12,875 12,875
Stockholders' equity:
Preferred Stock, $.01 value;
authorized 5,000,000 shares; none
issued Common Stock, $1 par value;
10,000,000 shares authorized;
issued shares - 4,558,754 in 1998
and 1997; outstanding shares -
4,373,115 in 1998 and 1997. 4,559 4,559
Additional paid-in capital 32,854 32,854
Retained earnings 17,739 16,733
---------- --------
55,152 54,146
Less Common Stock in Treasury,
at cost, 185,639 shares
in 1998 and 1997 (2,035) (2,035)
---------- ---------
Total stockholders' equity 53,117 52,111
---------- ---------
$137,801 $144,535
========== ===========
Note: The balance sheet at January 2, 1998 has been derived from the audited
financial statements at the date indicated, but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
See accompanying notes.
KLLM TRANSPORT SERVICES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
Thirteen Weeks Ended
April 3, April 4,
1998 1997
------------------------
(In Thousands, Except Per Share Amounts)
OPERATING REVENUE FROM TRUCK LOAD
OPERATIONS $59,190 $60,618
OPERATING EXPENSES:
Salaries, wages and
fringe benefits 19,756 19,093
Operating supplies
and expenses 14,331 16,139
Insurance, claims,
taxes and licenses 3,250 4,037
Depreciation and
amortization 4,660 5,225
Purchased transportation
and equipment rent 12,736 12,930
Other 2,729 2,676
(Gain) loss on sale of
revenue equipment (2) 167
-----------------------
TOTAL OPERATING EXPENSES FROM TRUCK
LOAD OPERATIONS 57,460 60,267
OPERATING INCOME FROM TRUCK LOAD OPERATIONS 1,730 351
OPERATING REVENUE FROM RAIL CONTAINER OPERATIONS 0 2,149
OPERATING EXPENSES 0 2,200
-----------------------
OPERATING INCOME (LOSS) FROM RAIL CONTAINER
OPERATIONS 0 (51)
Interest and other income (907) (26)
Interest expense 956 1,056
-----------------------
49 1,030
-----------------------
EARNINGS (LOSS) BEFORE INCOME TAXES 1,681 (730)
Income taxes 675 (275)
-----------------------
NET EARNINGS (LOSS) $1,006 ($455)
=======================
BASIC AND DILUTED EARNINGS (LOSS) PER COMMON
SHARE $ 0.23 ($0.10)
=======================
See accompanying notes.
KLLM TRANSPORT SERVICES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Thirteen Weeks Ended
April 3, April 4,
1998 1997
------------------------
(In Thousands)
NET CASH PROVIDED BY OPERATING
ACTIVITIES $2,276 $1,625
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (420) (774)
Proceeds from disposition of property,
equipment and assets held for sale 3,184 367
--------- --------
NET CASH FLOWS PROVIDED BY (USED IN)
INVESTING ACTIVITIES 2,764 (407)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options 0 99
Net decrease in borrowings
under revolving line of credit (6,000) (1,879)
Repayment of long-term debt and capital
leases (193) (312)
Net change in borrowings under working
capital line of credit 1,190 (2,000)
--------- --------
NET CASH FLOWS USED IN
FINANCING ACTIVITIES (5,003) (4,092)
--------- --------
Net Increase (Decrease) in Cash and
Cash Equivalents 37 (2,874)
Cash and Cash Equivalents at Beginning
Of Period 670 2,874
--------- --------
Cash and Cash Equivalents at End
Of Period $707 $0
========= ========
See accompanying notes.
KLLM TRANSPORT SERVICES, INC
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance
with generally accepted accounting principles for interim
financial information. They have been prepared in
accordance with the instructions to Form 10-Q and Article 10 of
Regulation S-X and accordingly, do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included.
As of January 3, 1998, the Company adopted Financial
Accounting Standards Board Statement No. 130,
Reporting Comprehensive Income. Statement No. 130
establishes new rules for the reporting and display of
comprehensive income and its components; however, the
adoption of this Statement had no impact on the Company's
consolidated net income or shareholders' equity. Statement
No. 130 requires unrealized gains or losses on the
Company's available-for-sale securities and foreign currency
translation adjustments, which prior to adoption were
required to be reported separately in shareholders' equity,
to be included in other comprehensive income. The Company
has no available-for-sale securities or foreign currency
translation adjustments; therefore, no disclosure is
necessary for the first quarter of 1998.
In March 1998, the American Institute of Certified
Public Accountants issued Statement of Position (SOP)
98-1, Accounting For the Costs of Computer Software
Developed For or Obtained For Internal-Use. The SOP is
effective for financial statements for fiscal years
beginning after December 15, 1998 and restatement of
previously issued annual financial statements or adoption by cumulative
catch-up adjustment is prohibited. The Company has
elected early adoption of SOP 98-1 for its fiscal year
beginning January 3, 1998. The SOP requires the
capitalization of certain costs incurred after the date of adoption. The
Company incurred no such costs in the first quarter of 1998.
NOTE B- FISCAL YEAR
The Company has adopted a fiscal year-end on the Friday
nearest December 31. Accordingly, the first quarter
of 1998 ended on Friday, April 3, 1998.
NOTE C- COMMITMENTS AND CONTINGENCIES
The Company is involved in various claims and routine
litigation incidental to its business. Management is
of the opinion that the outcome of these matters will not
have a material adverse effect on the consolidated financial
position or results of consolidated operations of the
Company.
The Company has entered into heating oil (diesel fuel)
swap agreements in order to hedge its exposure to price
fluctuations. At April 3, 1998, the Company had
approximately 10.6% of its remaining 1998 anticipated fuel
requirements and less than 1% of its 1999 anticipated fuel
requirements under swap agreements which expire in January,
1999. Gains and losses on hedging contracts are recognized
in operating expenses as part of the fuel cost over the
hedge period.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
KLLM Transport Services, Inc.'s primary sources of
liquidity are its cash flow from operations and its existing
credit agreements. During the thirteen weeks ended April 3,
1998, the Company generated $2.3 million in net cash
provided from operating activities.
As a result of the Company's decision to consolidate
the corporate office and terminal operations under one
roof in Jackson, MS, the sale of the corporate office
building was finalized in March 1998. The sale generated
$3.2 million, thus, providing additional liquidity to the
Company. During the first quarter of 1998, net capital
resources provided by the Company were approximately $2.8 million.
During the same period last year, capital resources required
by the Company were approximately $0.4 million. Net capital
expenditures for the remainder of 1998, primarily for
revenue equipment, are expected to be approximately $9.9
million.
The Company has a $50,000,000 unsecured revolving line
of credit with a syndication of banks. Borrowings
of $24,000,000 were outstanding at April 3, 1998. Under the
terms of the agreement, borrowings bear interest at (i) the
higher of prime rate or a rate based upon the Federal Funds
Effective Rate, (ii) a rate based upon the Eurodollar rates,
or (iii) an absolute interest rate as determined by each
lender in the syndication under a competitive bid process at
the Company's option. Facilities fees from 1/5% to 3/8% per
annum are charged on the unused portion of this line.
At April 3, 1998, the aggregate principal amount of the
Company's outstanding long-term indebtedness was
approximately $43.5 million. Of this total outstanding,
$1.2 million was in the form of 10.7% notes due July 15,
1998, $14.3 million in the form of 9.61% senior notes due June 15,
2002, $24.0 million consisted of the revolving line of
credit due April 7, 1999, and $4.0 million principal was
relative to capital leases with varying maturities.
Working capital needs have generally been met from net
cash provided from operating activities. The Company has
$4,000,000 in an unsecured working capital line
of credit with a bank, $2,810,000 of which was available
at April 3, 1998. Interest is at a rate based upon the
Eurodollar rates with facility fees at 1/4% per annum on the
unused portion of the line.
The Company anticipates that its existing credit
facilities along with cash flow from operations will be
sufficient to fund operating expenses, capital expenditures,
and debt service.
Results of Operations
Operating revenue for the first quarter of 1998
decreased 2.4% over the comparable period of 1997. The
decrease in operating revenue in the first quarter consisted
of a 3.1% decrease from the Company's traditional
over-the-road temperature-controlled freight services, net
of a 1.0% decrease resulting from rail non-container
operations, and a 1.7% increase from the dry-van over-the-road
truckload division. The average revenue per mile excluding fuel
surcharges increased from $1.114 to $1.120 for the first
quarter of 1998 as compared to the same period in 1997. In
1997, fuel surcharges increased revenue by $0.012 per mile.
The operating ratio decreased from 99.4% to 97.1% for
the first quarter of 1998 compared to the same period
in 1997. The significant reduction in the operating ratio
of 2.3% was achieved via significant reductions in the cost
structure of the Company throughout 1997 which have resulted
in solid improvements in the operations. Salaries
increased $663,000 in the first quarter of 1998 as compared
to the same period in 1997 primarily as a result of
increases in driver compensation ($1,485,000) as the Company continued
to address the challenge of attracting and retaining
qualified drivers. Wages for administrative and maintenance
staff were reduced by $822,000 during the first quarter
of 1998 as compared with the same period in 1997. Operating
supplies decreased $1,808,000 due to lower fuel prices
(approximately $1,239,000) and the application of aggressive
cost management practices. Insurance, taxes and licenses
decreased by $787,000 primarily as a result of the adoption
during the first quarter of 1997 of a more conservative
approach in reserving for claims coupled with a more
aggressive approach to managing those claims. Depreciation
and amortization decreased by $565,000 due to the second quarter
1997 write-off of intangible assets within the restructuring
charge relative to exiting the rail container business and
the fourth quarter 1997 special charge to recognize an
impairment in value of the Company's 48-foot
temperature-controlled trailers. Purchased transportation
and equipment rent remained fairly constant with the prior year first
quarter. Other expenses grew only slightly (approximately
$53,000); however, of that amount, there was an increase of
$367,000 related to advertising for and recruiting of
drivers. The difference of $314,000 came about as a result of the
application of aggressive cost management practices in a
variety of areas.
In the first quarter of 1998, the Company recognized an
improvement of $169,000 regarding gains and losses
on the disposition of its revenue equipment as compared to
the same period in 1997. The Company realized a net gain
of $2,000 in the first quarter of 1998 as compared to a net
loss of $167,000 in 1997.
As a result of the foregoing, income from truckload
operations increased by $1,379,000 or 392.5% for the first
quarter of 1998 from the comparable period of 1997.
Other income increased $881,000 during the first
quarter of 1998 as compared to the same period in 1997
primarily as a result of the previously discussed sale of
the corporate office building. The Company realized a gain
on disposition of $1,058,000 and associated relocation
expenses of $200,000.
Net income for the first quarter of 1998 of $1,006,000
is $1,461,000 greater than the same period in 1997,
which was a net loss of $455,000. Basic and diluted
earnings(loss) per share increased from $(.10) to $.23 in
the first quarter of 1998 as compared to the same period in 1997.
Seasonality
In the transportation industry, results of operations
generally show a seasonal pattern because customers reduce
shipments during and after the winter holiday season with
its attendant weather variations. The Company's operating
expenses have historically been higher in the winter months
primarily due to decreased fuel efficiency and increased
maintenance costs in colder weather.
PART II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
There were no Form 8-K filings for the quarter
ended April 3, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
KLLM TRANSPORT SERVICES,INC.
(Registrant)
Date May 1, 1998 /s/ Steven K. Bevilaqua
Steven K.Bevilaqua
President and Chief Executive Officer
Date May 1, 1998 /s/ Steven L. Dutro
Steven L. Dutro
Chief Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
KLLM TRANSPORT SERVICES, INC.
(Registrant)
Date May 1, 1998 /s/ Steven K. Bevilaqua
Steven K. Bevilaqua
President and
Chief Executive Officer
Date May 1, 1998 /s/ Steven L. Dutro
Steven L. Dutro
Chief Financial Officer