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 Quarter Ended September 30, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-11757
J.B. HUNT TRANSPORT SERVICES, INC.
(Exact name of registrant as specified in its charter)
Arkansas 71-0335111
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
615 J.B. Hunt Corporate Drive, Lowell, Arkansas 72745
(Address of principal executive offices, and Zip Code)
(501) 820-0000
(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 the filing requirements for at least the past 90 days.
Yes X No
------- -------
The number of shares of the Company's $.01 par value common stock outstanding
on September 30, 1994 was 38,635,541.
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The interim consolidated financial statements contained herein reflect all
adjustments which, in the opinion of management, are necessary for a fair
statement of the financial condition, results of operations and cash flows for
the periods presented. They have been prepared in accordance with Rule 10-01
of Regulation S-X and do not include all the information and footnotes
required by generally accepted accounting principles for complete financial
statements. Operating results for the three and nine month periods ended
September 30, 1994 are not necessarily indicative of the results that may be
expected for the entire year ending December 31, 1994.
The interim consolidated financial statements have been reviewed by KPMG
Peat Marwick LLP, independent public accountants.
These interim consolidated financial statements should be read in
conjunction with the Company's latest annual report (portions of which are
incorporated by reference in the Form 10-K for the year ended December 31,
1993).
INDEX
Consolidated Statements of Earnings for the Three and
Nine Month Periods Ended September 30, 1994 and 1993.................. Page 3
Consolidated Balance Sheets as of
September 30, 1994 and December 31, 1993.............................. Page 4
Consolidated Statements of Cash Flows for the
Nine Month Periods Ended September 30, 1994 and 1993.................. Page 5
Notes to Consolidated Financial Statements
as of September 30, 1994.............................................. Page 6
Review Report of KPMG Peat Marwick LLP ................................. Page 8
ITEM 2.
Management's Discussion and Analysis of Results of Operations
and Financial Condition................................................. Page 9
2
J.B. HUNT TRANSPORT SERVICES, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------ -----------------
1994 1993 1994 1993
---- ---- ---- ----
Operating revenues ........................ $313,911 $253,579 $876,308 $761,160
Operating expenses:
Salaries, wages and employee benefits ... 103,411 91,295 296,575 282,206
Fuel and fuel taxes ..................... 32,712 28,319 97,180 94,032
Purchased transportation and spotting ... 77,173 47,147 205,947 132,970
Depreciation ............................ 28,028 23,915 78,384 64,535
Operating supplies and expenses ......... 20,952 18,451 59,524 55,057
Insurance and claims .................... 9,242 8,820 28,304 31,226
Operating taxes and licenses ............ 7,122 7,457 19,363 21,657
Communication and utilities ............. 3,228 2,207 9,096 8,474
General and administrative expenses ..... 7,017 4,256 20,706 14,078
-------- -------- -------- --------
Total operating expenses .............. 288,885 231,867 815,079 704,235
-------- -------- -------- --------
Operating income ...................... 25,026 21,712 61,229 56,925
Interest expense .......................... 5,257 3,611 14,275 9,486
-------- -------- -------- --------
Earnings before income taxes .......... 19,769 18,101 46,954 47,439
Income taxes .............................. 7,509 9,319 17,393 20,174
-------- -------- -------- --------
*
Net earnings .......................... $ 12,260 $ 8,782* $ 29,561 $ 27,265**
======== ======== ======== ========
Common shares outstanding ................. 38,616 38,361 38,553 38,234
======== ======== ======== ========
*
Earnings per share: $ .32 $ .23* $ .77 $ .71**
======== ======== ======== ========
<FN>
- - - -------------------
* Net earnings were reduced by $2.6 million, or 7 cents per share, for
additional income taxes applied retroactively to January 1, 1993.
** Net earnings were increased by $1.6 million, or 4 cents per share, by a
change in the estimate of salvage value for certain trailers, adopted
April 1, 1993.
3
J.B. HUNT TRANSPORT SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
ASSETS
SEPTEMBER 30, 1994 DECEMBER 31, 1993
------------------ -----------------
Current assets:
Cash and temporary investments ...... $ 2,820 $ 3,390
Accounts receivable ................. 138,185 137,284
Prepaid expenses .................... 24,723 23,210
Deferred income taxes ............... 3,525 4,593
---------- ----------
Total current assets ............. 169,253 168,477
---------- ----------
Property and equipment ................ 1,060,742 913,962
Less accumulated depreciation ....... 271,106 232,323
---------- ----------
Net property and equipment ....... 789,636 681,639
Other ................................. 19,532 12,326
---------- ----------
$ 978,421 $ 862,442
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt ... $ 65,150 $ --
Trade accounts payable .............. 65,747 37,578
Claims accruals ..................... 34,598 35,124
Accrued expenses .................... 25,129 20,007
Other current liabilities ........... 1,851 2,981
---------- ----------
Total current liabilities ........ 192,475 95,690
---------- ----------
Long-term debt ........................ 288,533 303,499
Claims accruals ....................... 12,000 12,000
Deferred income taxes ................. 114,335 107,289
Stockholders' equity .................. 371,078 343,964
---------- ----------
$ 978,421 $ 862,442
========== ==========
4
J.B. HUNT TRANSPORT SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
NINE MONTHS ENDED
SEPTEMBER 30
(UNAUDITED)
-----------------
1994 1993
---- ----
Cash flows from operating activities:
Net earnings .............................................. $ 29,561 $ 27,265
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation, net of gain on disposition of equipment ... 78,384 64,535
Provision for noncurrent deferred income taxes .......... 7,046 14,532
Tax benefit of stock options exercised .................. 718 646
Changes in assets and liabilities:
Increase in accounts receivable ....................... (901) (18,469)
(Increase) Decrease in other current assets ........... (445) 6,438
Increase in trade accounts payable .................... 28,169 13,077
Decrease in claims accruals ........................... (526) (607)
Increase in other current liabilities ................. 3,992 9,354
--------- ---------
Net cash provided by operating activities .......... 145,998 116,771
--------- ---------
Cash flows from investing activities:
Additions to property and equipment ....................... (246,421) (222,591)
Proceeds from sale of equipment ........................... 60,040 48,080
Increase in other assets .................................. (7,206) (5,412)
--------- ---------
Net cash used in investing activities .............. (193,587) (179,923)
--------- ---------
Cash flows from financing activities:
Net proceeds from long-term debt .......................... 50,184 66,672
Proceeds from exercise of stock options ................... 2,615 3,709
Dividends paid ............................................ (5,780) (5,733)
--------- ---------
Net cash provided by financing activities .......... 47,019 64,648
--------- ---------
Net increase (decrease) in cash .................... (570) 1,496
--------- ---------
Cash - beginning of period .................................. 3,390 1,833
--------- ---------
Cash - end of period ........................................ $ 2,820 $ 3,329
========= ========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest ............................................... $ 15,563 $ 7,503
Income Taxes ........................................... 8,133 4,351
========= ========
5
J.B. HUNT TRANSPORT SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) LONG-TERM DEBT
Long-term debt consists of (in thousands):
SEPTEMBER 30, 1994 DECEMBER 31, 1993
------------------ -----------------
Commercial paper .................. $163,968 $106,492
Senior notes payable, interest at
6.25% payable semiannually ...... 99,715 99,691
Senior notes payable, interest at
9.20% payable semiannually ...... -0- 6,666
Senior notes payable, interest at
7.75% payable semiannually ...... 15,000 15,000
Senior notes payable, interest at
7.84% payable semiannually ...... 25,000 25,000
Senior subordinated notes, interest
at 7.80% payable semiannually ... 50,000 50,000
Other ............................. -0- 650
-------- --------
Total debt ...................... 353,683 303,499
Less current portion ............ (65,150) --
-------- --------
Long-term debt ................ $288,533 $303,499
======== ========
The Company's commercial paper note program was modified effective
April 1, 1994, to reduce administration expense. The program currently
consists of two $100 million revolving credit agreements which expire
through March 31, 1997. The terms of the two agreements remain substantially
the same as described in the Company's annual report for 1993.
The 6.25% senior notes were issued on September 1, 1993 and are due on
September 1, 2003.
The 9.20% senior notes were issued on July 1, 1988 and are payable in
three equal annual installments beginning July 1, 1992 and were paid off as of
July 1, 1994.
The 7.75% senior notes were issued on October 1, 1991 and are payable in
five equal annual installments beginning October 31, 1992.
The 7.84% senior notes were issued on March 31, 1992 and are payable in
five equal annual installments beginning March 31, 1995.
The 7.80% senior subordinated notes were issued on October 30, 1992 and
are payable in five equal annual installments beginning October 31, 2000.
6
(2) CAPITAL STOCK
The Company maintains a Management Incentive Plan that provides various
vehicles to compensate key employees with Company common stock. A summary of
the options to purchase restricted stock and non-statutory stock options
activity follows:
NUMBER OF
NUMBER OF OPTION PRICE SHARES
SHARES PER SHARE EXERCISABLE
--------- ------------ -----------
Outstanding at December 31, 1993 ..... 1,189,356 $ 6.00-24.63 369,663
=======
Granted ........................... 381,750 17.00-23.50
Exercised ......................... 181,715 6.00-19.00
Terminated ........................ 39,980 6.00-18.25
--------- ------------
Outstanding at September 30, 1994 ... 1,349,411 364,008
========= ======
On October 13, 1994, the Company's Board of Directors declared a regular
quarterly cash dividend of $.05 per share payable on November 22, 1994, to
stockholders of record on November 4, 1994.
7
INDEPENDENT AUDITORS' REPORT
The Board of Directors
J.B. Hunt Transport Services, Inc.:
We have reviewed the condensed consolidated balance sheet of J.B. Hunt
Transport Services, Inc. and subsidiaries as of September 30, 1994, and the
related condensed consolidated statements of earnings and cash flows for the
three-month and nine-month periods ended September 30, 1994 and 1993, in
accordance with standards established by the American Institute of Certified
Public Accountants.
A review of the interim financial information consists principally of
obtaining an understanding of the system for the preparation of interim
financial information, applying analytical review procedures to financial
data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit in
accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred
to above for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of J.B. Hunt Transport Services,
Inc. and subsidiaries as of December 31, 1993, and the related consolidated
statements of earnings, stockholders' equity, and cash flows for the year
then ended (not presented herein); and in our report dated February 5, 1994,
we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of December 31, 1993, is fairly
presented, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.
As discussed in note 1(b) to the consolidated financial statements as of and
for the year ended December 31, 1993, the Company changed its method of
accounting for the costs of tires in service during 1993.
/s/ KPMG PEAT MARWICK LLP
Little Rock, Arkansas
October 12, 1994
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The following discussion should be read in conjunction with the attached
interim consolidated financial statements and notes thereto, and with the
company's audited consolidated financial statements and notes thereto for the
calendar year ended December 31, 1993.
RESULTS OF OPERATIONS
The following table sets forth the change in amounts and percentage change
between the third quarter of 1994 and the comparable period in 1993 of certain
revenue, expense and operating items.
THREE MONTHS ENDED SEPTEMBER 30, 1994 VS. 1993
(IN THOUSANDS EXCEPT TRACTOR DATA)
INCREASE
(DECREASE) %
IN AMOUNTS CHANGE
---------- ------
Operating revenues ...................................... $60,332 24%
======= ==
Average number of tractors in the fleet ................. 393 6%
======= ==
Operating expenses:
Salaries, wages and employee benefits ................. 12,116 13%
Fuel and fuel taxes ................................... 4,393 16%
------- --
Purchased transportation and spotting ................. 30,026 64%
Depreciation .......................................... 4,113 17%
------- --
Operating supplies and expenses ....................... 2,501 14%
Insurance and claims .................................. 422 5%
------- --
Operating taxes and licenses .......................... (335) (4%)
Communication and utilities ........................... 1,021 46%
General and administrative expenses ................... 2,761 65%
------- --
Total operating expenses ........................... 57,018 25%
------- --
Operating income ................................... 3,314 15%
======= ==
The following discussion relates to the table set forth above and the
attached interim consolidated financial statements for the quarter ended
September 30, 1994. Operating revenues for the third quarter ended
September 30, 1994, increased $60.3 million, or 24 percent, to $313.9 million,
compared to $253.6 million in 1993. The $60 million increase in revenue
includes $28 million of dry van volume, $11 million from Dedicated Contract
Services, $11 million from J.B. Hunt Logistics and $10 million from other
specialized operations. The average number of total tractors in the fleet,
including local units, increased 6 percent in the third quarter of 1994,
compared to the third quarter of 1993.
Total operating expenses for the third quarter of 1994 increased $57.0
million, or 25 percent, over the comparable period of 1993. Operating income
increased $3.3 million to $25.0 million, a 15 percent increase over 1993.
9
Salaries, wages and employee benefits increased 13 percent during the
third quarter of 1994 reflecting the increase in fleet size, personnel
additions in dedicated and logistics operations and higher fringe benefit
costs, primarily health insurance and worker's compensation. Fuel and fuel
tax expense increased 16 percent, reflecting fleet size and higher fuel cost
per gallon. The 64 percent increase in purchased transportation and spotting
was a result of the continued growth of intermodal volume and increased
payments to third party transportation companies for logistics services.
Depreciation expense was up 17 percent, reflecting additional trailing
equipment (containers and chassis) added to the fleet during 1994, offset by
higher gain on the disposition of equipment during the third quarter of 1994.
Operating supplies and expenses increased 14 percent, due primarily to higher
tractor maintenance costs.
The increase in insurance and claims expense was in line with the change
in average fleet size. The decline in operating taxes and licenses reflects
increased intermodal volume and a corresponding decrease in tractor miles.
The significant increase in communications and utilities reflects certain
rate reductions and credits awarded during the third quarter of 1993. The
substantial increase in general and administrative costs primarily reflects
higher advertising and other driver recruiting expenses incurred during 1994.
Interest expense increased significantly during 1994 due to higher levels
of debt associated with the acquisition of new revenue equipment and slightly
higher rates. The higher effective income tax rate during the third quarter
of 1993 was due to the federal tax rate increase which was retroactive to
January 1, 1993.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities for the nine months ended
September 30, 1994 was $146.0 million, up from $116.8 million in 1993. This
increase reflects an improvement in accounts receivable aging, sales of
certain revenue equipment in late 1993, with the related funds received during
the first few months of 1994, and a temporary increase in accounts payable at
September 30, 1994.
Net additions to property and equipment during the first nine months of
1994 totaled $186 million, compared to $175 million in 1993. These
expenditures reflect planned investments in containers, chassis and on-board
computer equipment.
The Company modified its commercial paper note program effective April 1,
1994. The program currently consists of two $100 million revolving credit
agreements which expire through March 31, 1997.
10
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None applicable.
ITEM 2. CHANGES IN SECURITIES
None applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None applicable.
ITEM 5. OTHER INFORMATION
At a regular meeting of the Board of Directors on October 13, 1994,
the Board:
1. Authorized the Company to repurchase up to 500,000 shares of
outstanding $.01 par value common stock.
2. Expanded the Board of Directors from ten to eleven members and
elected Mr. Thomas L. Hardeman to the additional seat.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the period covered by this
report.
11
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.
J.B. HUNT TRANSPORT SERVICES, INC.
DATE: November 1, 1994 BY: /s/ Kirk Thompson
---------------------------- ------------------------------
Kirk Thompson
PRESIDENT AND CHIEF
EXECUTIVE OFFICER
DATE: November 1,1994 BY: /s/ Jerry W. Walton
---------------------------- ------------------------------
Jerry W. Walton
EXECUTIVE VICE PRESIDENT,
FINANCE AND CHIEF
FINANCIAL OFFICER
12