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, 1995 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, 1995 WAS 38,692,399. 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, 1995 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 1995. 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 and Form 10-K for the year ended December 31, 1994. Index ----- Consolidated Statements of Earnings for the Three and Nine Months Ended September 30, 1995 and 1994................................ Page 3 Consolidated Balance Sheets as of September 30, 1995 and December 31,1994.......................... Page 4 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 1995 and 1994.................... Page 5 Notes to Consolidated Financial Statements as of September 30, 1995......................................... 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 - --------------------------------------------------------------------------------------------- 1995 1994 1995 1994 - --------------------------------------------------------------------------------------------- Operating revenues $355,114 $313,911 $993,757 $876,308 Operating expenses: Salaries, wages and employee benefits 119,082 103,411 339,686 296,575 Purchased transportation 101,451 77,173 262,265 205,947 Fuel and fuel taxes 35,818 32,712 105,956 97,180 Depreciation 30,974 28,028 96,751 78,384 Operating supplies and expenses 24,875 20,952 72,192 59,524 Insurance and claims 14,074 9,242 36,589 28,304 Operating taxes and licenses 6,535 7,122 19,390 19,363 General and administrative expenses 7,893 7,017 23,794 20,706 Communication and utilities 4,696 3,228 10,466 9,096 - --------------------------------------------------------------------------------------------- Total operating expenses 345,398 288,885 967,089 815,079 - --------------------------------------------------------------------------------------------- Operating income 9,716 25,026 26,668 61,229 Interest expense 6,135 5,257 18,720 14,275 Other non-operating expense 660 -- 660 -- - --------------------------------------------------------------------------------------------- Earnings before income taxes 2,921 19,769 7,288 46,954 Income taxes 1,081 7,509 2,697 17,393 - --------------------------------------------------------------------------------------------- Net earnings $1,840 $12,260 $4,591 $29,561 - --------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- Common shares outstanding 38,669 38,616 38,598 38,553 - --------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- Earnings per share: $0.05 $0.32 $0.12 $0.77 - --------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- 3 J.B. HUNT TRANSPORT SERVICES, INC. CONSOLIDATED BALANCE SHEETS (in thousands) (unaudited) - ------------------------------------------------------------------------------------- September 30, 1995 December 31, 1994 - ------------------------------------------------------------------------------------- ASSETS Current assets: Cash and temporary investments $ 4,368 $ 2,142 Accounts receivable 156,601 138,295 Prepaid expenses 24,082 32,713 Deferred income taxes 8,103 8,083 - ------------------------------------------------------------------------------------- Total current assets 193,154 181,233 - ------------------------------------------------------------------------------------- Property and equipment 1,166,571 1,089,235 Less accumulated depreciation 366,838 299,539 - ------------------------------------------------------------------------------------- Net property and equipment 799,733 789,696 Other 25,616 22,770 - ------------------------------------------------------------------------------------- $1,018,503 $ 993,699 - ------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 74,930 $ 68,075 Trade accounts payable 76,712 48,847 Claims accruals 40,361 34,248 Accrued expenses 23,581 24,031 Other current liabilities 128 2,720 - ------------------------------------------------------------------------------------- Total current liabilities 215,712 177,921 - ------------------------------------------------------------------------------------- Long-term debt 293,950 299,243 Claims accruals 16,750 16,750 Deferred income taxes 118,430 121,887 Stockholders' equity 373,661 377,898 - ------------------------------------------------------------------------------------- $1,018,503 $ 993,699 - ------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------- 4 J.B. HUNT TRANSPORT SERVICES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30 (In thousands) (Unaudited) - ----------------------------------------------------------------------------- 1995 1994 - ----------------------------------------------------------------------------- Cash flows from operating activities: Net earnings $ 4,591 $ 29,561 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation, net of gain on disposition of equipment 96,751 78,384 Deferred income tax expense (benefit) (3,477) 7,046 Tax benefit of stock options exercised 316 718 Changes in assets and liabilities: Accounts receivable (18,306) (901) Prepaid expenses 8,631 (445) Trade accounts payable 27,865 28,169 Claims accruals 6,113 (526) Other current liabilities (3,042) 3,992 - ----------------------------------------------------------------------------- Net cash provided by operating activities 119,442 145,998 - ----------------------------------------------------------------------------- Cash flows from investing activities: Additions to property and equipment (145,400) (246,421) Proceeds from sale of equipment 38,612 60,040 Increase in other assets (8,464) (7,206) - ----------------------------------------------------------------------------- Net cash used in investing activities (115,252) (193,587) - ----------------------------------------------------------------------------- Cash flows from financing activities: Net borrowings of long-term debt 1,562 50,184 Proceeds from sale of treasury stock 2,263 2,615 Dividends paid (5,789) (5,780) - ----------------------------------------------------------------------------- Net cash provided by (used in) financing activities (1,964) 47,019 - ----------------------------------------------------------------------------- Net increase (decrease) in cash 2,226 (570) - ----------------------------------------------------------------------------- Cash - beginning of period 2,142 3,390 - ----------------------------------------------------------------------------- Cash - end of period $ 4,368 $ 2,820 - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 19,056 $ 15,563 Income Taxes 3,050 8,133 - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- 5 J.B. HUNT TRANSPORT SERVICES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) LONG-TERM DEBT Long-term debt consists of (in thousands): 9/30/95 12/31/94 ------- -------- Commercial paper $189,133 $182,595 Senior notes payable, interest at 6.25% payable semiannually 99,747 99,723 Senior notes payable, interest at 7.75% payable semiannually 10,000 10,000 Senior notes payable, interest at 7.84% payable semiannually 20,000 25,000 Senior subordinated notes, interest at 7.80% payable semiannually 50,000 50,000 -------- -------- 368,880 367,318 Less current maturities (74,930) (68,075) -------- -------- $293,950 $299,243 -------- -------- -------- -------- The Company is authorized to issue up to $250 million in notes under its commercial paper note program. The notes are supported by two credit agreements with a group of banks. One agreement for $125 million expires March 31, 1996 and $125 million expires March 31, 1997. The 6.25% senior notes were issued on September 1, 1993 and are due on September 1, 2003. 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 30, 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 restricted and nonstatutory options to purchase Company common stock follows: Number of Number of Option price shares shares per share exercisable -------- ------------ ----------- Outstanding at December 31, 1994 1,334,461 $6.00 - 24.63 399,536 ------- ------- Granted 1,487,500 15.63 - 19.25 Exercised (113,980) 6.00 - 15.33 Terminated (100,750) 10.83 - 23.00 --------- ------------- Outstanding at September 30, 1995 2,607,231 9.33 - 24.63 418,906 --------- ------------- ------- --------- ------------- ------- On October 19, 1995, the Company's Board of Directors declared a regular quarterly cash dividend of $.05 per share payable on November 22, 1995 to stockholders of record on November 3, 1995. 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, 1995, and the related condensed consolidated statements of earnings and cash flows for the three-month and nine-month periods ended September 30, 1995 and 1994, in accordance with standards established by the American Institute of Certified Public Accountants. A review of 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, 1994, 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 7, 1995, 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, 1994, is fairly presented, in all material respects, in relation to the consolidated balance sheet from which it has been derived. /s/ KPMG Peat Marwick LLP Little Rock, Arkansas October 16, 1995 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, 1994. RESULTS OF OPERATIONS The following table sets forth the change in amounts and percentage change between the third quarter of 1995 and the comparable period in 1994 of certain revenue, expense and operating items. Three Months Ended September 30, 1995 vs. 1994 (In thousands except tractor data) Increase (Decrease) % in amounts change ---------- ------ Operating revenues $41,203 13% - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- Average number of tractors in the fleet 484 7% - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- Operating expenses: Salaries, wages and employee benefits $15,671 15% Purchased transportation 24,278 31% - --------------------------------------------------------------------------- Fuel and fuel taxes 3,106 9% Depreciation 2,946 11% - --------------------------------------------------------------------------- Operating supplies and expenses 3,923 19% Insurance and claims 4,832 52% - --------------------------------------------------------------------------- Operating taxes and licenses (587) (8%) General and administrative expenses 876 12% Communication and utilities 1,468 45% - --------------------------------------------------------------------------- Total operating expenses 56,513 20% - --------------------------------------------------------------------------- Operating income (15,310) (61%) - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- The following discussion relates to the table set forth above and the attached interim consolidated financial statements for the quarter ended September 30, 1995 and 1994. Operating revenues for the third quarter of 1995 increased 13 percent to $355.1 million, from $313.9 million in the third quarter of 1994. The average number of total tractors in the fleet increased 7 percent during the same period. The truckload market remained soft during the third quarter of 1995. This soft demand combined with excess equipment capacity resulted in lower truck and intermodal rates. Lower revenue per loaded mile, in turn, reduced margins compared to the third quarter of 1994. Revenue and load count for core dry van operations during the current quarter were essentially equal to 1994. Within dry van operations, intermodal load count increased 24 percent for the third quarter of 1995, while truck only load count decreased 11 percent. 9 Total operating expenses for the third quarter of 1995 increased $56.5 million, or 20 percent, over the comparable period of 1994. Operating income declined $15.3 million to $9.7 million. In addition to soft demand and lower revenue per mile, a number of expense categories increased more rapidly than revenue. The continued increase of intermodal and third party logistics volume changes the typical relationship of certain expense categories to operating revenues. This business results in revenue growth since the Company bills the customer for freight transportation services. However, Company equipment and driver related expenses such as fuel and fuel taxes, depreciation and driver wages may not remain proportional to revenue. At the same time, purchased transportation may increase significantly reflecting payments to railroads and third party carriers. The Company believes that increased intermodal and logistics operations may ultimately impact expense and margin trends. However, no material specific trends or components have yet been identified which significantly impact the results of operations. Salaries, wages and employee benefits increased 15 percent, reflecting a pay increase implemented in April, 1995 for the Company's least experienced drivers. Higher worker's compensation, medical and retirement plan costs also contributed to this increase. Purchased transportation increased 31 percent, primarily due to continued growth of intermodal and third party logistics volume. Fuel and fuel taxes increased 9 percent, essentially in line with the 7 percent growth in the tractor fleet, combined with slightly higher fuel cost per gallon. Depreciation expense increased 11 percent, reflecting a 9 percent increase in the trailing fleet and on-board computer equipment installed in all road tractors. Depreciation expense also reflects net gain on the disposition of revenue equipment which approximated $3.5 million in each quarter. Operating supplies and expenses increased 19 percent, primarily due to higher tractor maintenance and repair expenses. The Company has elected to retain certain older model tractors. The significant increase in insurance and claims expense was due primarily to two serious accidents which occurred during the third quarter of 1995. Operating taxes and licenses declined, in part, due to growth of intermodal and third-party logistics, and certain credits and refunds from taxing authorities. The general and administrative expense increase reflects higher reserves for certain questionable or uncollectible accounts receivable. The 45 percent increase in communications and utilities was primarily due to certain rate reductions and credits recognized during the third quarter of 1994. Interest expense increased by $.9 million, primarily related to higher levels of debt associated with the acquisition of new containers and chassis. Other non-operating expense relates to losses incurred in connection with non-operating investments which were recognized according to the equity method of accounting. The effective income tax rate was 37 percent in 1995 and 38 percent in 1994. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities for the nine months ending September 30, 1995 was $119.4 million, compared to $146.0 million in 1994. Cash flow was negatively impacted by lower net earnings and increased accounts receivable. The increase in accounts receivable was primarily a result of higher operating revenues, since the average time to collect was similar for both periods. The Company's current 10 ratio was 1.02 at December 31, 1994, .80 at June 30, 1995, and .90 at September 30, 1995. The primary reason for the improved current ratio from June, 1995 to the current quarter was a decrease in the current portion of long-term debt. The Company expects its short-term liquidity measurements to fluctuate slightly with capital spending levels, funding programs and earnings. Net additions to property and equipment were $106.8 million for the nine months ended September 30, 1995, compared to $186.4 in 1994. This decrease primarily reflects lower capital expenditures for trailing equipment. The dry van fleet consisted of 82 percent new-design containers and chassis at September 30, 1995. The Company filed a prospectus supplement with the Securities and Exchange Commission on June 14, 1995. The supplement enables the Company to sell up to $150 million of medium-term notes, with maturities of nine months or more from the date of issuance. To date no sales have been made related to this supplement. The Company plans to fund future capital expenditures with cash provided by operating activities and additional borrowings, if required. 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 The Company announced on October 19, 1995 that the Board of Directors had authorized the repurchase of up to 1.0 million shares of outstanding common stock. This announcement was in addition to a Board authorization in October, 1994 to repurchase up to 500,000 shares, of which approximately 410,000 have been purchased. The Company intends to hold these shares in treasury for general corporate purposes, which may include employee stock options and restricted stock awards. 11 At an October 19, 1995 meeting, the Board of Directors established a special non-qualified stock option plan to provide incentive compensation to the new Chairman of the Board. The plan must be approved by the shareholders of the Company at the annual meeting in May of 1996. The plan allows the Chairman the option to purchase up to 2.5 million shares of the company's $0.01 par value common stock at a price of $17.63. These options are exercisable after five years, except for special circumstances in which the options vest earlier. The options must be exercised within one year of vesting and all unexercised options will terminate. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 27 Financial Data Schedule 12 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, 1995 BY: /s/ Kirk Thompson --------------------------- --------------------------------- Kirk Thompson President and Chief Executive Officer DATE: November 1, 1995 BY: /s/ Jerry W. Walton --------------------------- --------------------------------- Jerry W. Walton Executive Vice President, Finance and Chief Financial Officer 13