AGRICULTURAL EXPRESS OF AMERICA, INC. Financial Statements June 30, 1994 and 1993 AGRICULTURAL EXPRESS OF AMERICA, INC. Balance Sheets June 30 December 31 1994 1993 (Unaudited) (Note) Assets Current assets: Cash and cash equivalents $1,502,487 $1,000,578 Trade accounts receivable, less allowance for doubtful accounts of $16,826 in 1994 and $34,985 in 1993 2,077,175 1,139,262 Other receivables 274,719 234,456 Prepaid expenses 29,854 47,531 ---------- ---------- Total current assets 3,884,235 2,421,827 Property and equipment, at cost: Revenue equipment 4,055,670 3,568,136 Administrative equipment 104,610 99,024 ---------- ---------- Total property and equipment 4,160,280 3,667,160 Less accumulated depreciation (1,295,394) (982,380) ---------- ---------- Net property and equipment 2,864,886 2,684,780 ---------- ---------- Total Assets $6,749,121 $5,106,607 ========== ========== Liabilities and Stockholders' Equity Current liabilities: Current maturities of long-term debt $ 600,000 $ 300,000 Accounts payable 1,529,042 1,170,342 Accrued liabilities 199,920 197,723 ---------- ---------- Total current liabilities 2,328,962 1,668,065 Long-term debt 1,200,000 700,000 Stockholders' equity: Common stock, $1 par value. Authorized 10,000 shares; issued and outstanding 1,188 shares 1,188 1,188 Additional paid-in capital 657,155 657,155 Retained earnings 2,983,754 2,502,137 Note receivable from officer (421,938) (421,938) ---------- ---------- Total stockholders' equity 3,220,159 2,738,542 ---------- ---------- Total Liabilities and Stockholders' Equity $6,749,121 $5,106,607 ========== ========== <FN> <F1> Note: The balance sheet at December 31, 1993 has been derived from audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. <F2> See accompanying notes to financial statements. </FN> AGRICULTURAL EXPRESS OF AMERICA, INC. Statements of Earnings and Retained Earnings (Unaudited) Six Months Ended June 30 1994 1993 Revenue $ 7,296,059 $ 6,763,126 Purchased transportation services 6,143,216 5,547,048 ----------- ----------- Gross margin 1,152,843 1,216,078 Indirect expenses: Salaries, wages and benefits 175,860 143,179 Selling, general and administration 93,990 80,372 Insurance 3,231 1,873 Occupancy and supplies 18,689 20,310 State income taxes 27,335 37,173 Depreciation 317,241 252,764 Professional services 11,338 7,835 Other 8,609 20,908 ----------- ----------- 656,293 564,414 ----------- ----------- Operating income 496,550 651,664 Nonoperating income (expense): Interest income 28,781 26,155 Interest expense (48,329) -- Gain on disposal of equipment 5,034 6,813 Other, net (419) -- ----------- ----------- (14,933) 32,968 ----------- ----------- Net income 481,617 684,632 Retained earnings at beginning of period 2,502,137 1,436,404 ----------- ----------- Retained earnings at end of period $ 2,983,754 $ 2,121,036 =========== =========== <FN> See accompanying notes to financial statements. </FN> AGRICULTURAL EXPRESS OF AMERICA, INC. Statements of Cash Flows (Unaudited) Six Months Ended June 30 1994 1993 Cash flows from operating activities: Net income $ 481,617 $ 684,632 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 317,241 252,764 Gain on disposal of equipment (5,034) (6,813) Increase in receivables (978,176) (1,040,820) Decrease in prepaid expenses 17,676 8,817 Increase in accounts payable and accrued liabilities 360,897 801,801 ---------- ---------- Net cash provided by operating activities 194,221 700,381 Cash flows from investing activities: Purchase of equipment (508,035) (834,590) Proceeds from sale of equipment 15,723 7,400 ---------- ---------- Net cash used in investing activities (492,312) (827,190) Cash flows from financing activities: Proceeds from the issuance of debt 800,000 -- Principal payment on debt -- (700,100) ---------- ---------- Net cash provided by (used in) financing activities 800,000 (700,100) ---------- ---------- Net increase (decrease) in cash and cash equivalents 501,909 (826,909) Cash and cash equivalents at beginning of period 1,000,578 1,324,657 ---------- ---------- Cash and cash equivalents at end of period $1,502,487 $ 497,748 ========== ========== Supplemental disclosures of cash flow information: State income taxes paid $ 20,125 $ 12,500 ========== ========== Interest paid $ 52,003 $ -- ========== ========== <FN> See accompanying notes to financial statements. </FN> AGRICULTURAL EXPRESS OF AMERICA, INC. Notes to Financial Statements June 30, 1994 Note A -- Nature and Organization of Business Agricultural Express of America, Inc. (the Company), a Delaware corporation, is a motor carrier specializing primarily in intermodal, long haul, and full-load shipments of perishable exempt commodities from the West Coast to eastern destinations with railroads as the primary source of transportation. Note B -- Financial Statement Presentation The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with Article 10 of Regulation S-X. Accordingly, they 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. Operating results for the six months ended June 30, 1994, are not necessarily indicative of the results that may be expected for the year ended December 31, 1994. For further information, refer to the Company's financial statements and footnotes thereto for the year ended December 31, 1993, included elsewhere herein. Note C -- Subsequent Event On September 30, 1994, the Company and two affiliated companies were purchased by Arkansas Best Corporation pursuant to a stock purchase agreement entered into on August 18, 1994. Under the agreement, Arkansas Best Corporation is to pay a total consideration of approximately $60 million in cash for the Company and its affiliates, subject to certain closing audit and other contractual adjustments. Note D -- Long-term Debt On May 31, 1994 the Company converted $1,800,000 borrowed under its revolving credit line to a term loan payable in 12 equal quarterly installments. The term loan bears interest at a variable rate (6.625% at June 30, 1994) and is collateralized by revenue equipment.