SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
Quarter Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
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For Quarter Ended March 31, 1996 Commission File Number 0-23360
COUNTRY WIDE TRANSPORT SERVICES, INC.
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(Exact name of registrant as specified in charter)
DELAWARE 95-4105996
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
325 N. Cota Street, Corona, California 91720
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(Address of principal executive offices) (Zip Code)
(909) 549-6000
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(Registrant's telephone number, including area code)
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(Former name, former address and formal fiscal year, if changed since
last report)
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 such
filing requirements for the past 90 days. Yes X No
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The number of shares of common stock outstanding as of May 15, 1996 was
4,800,487.
COUNTRY WIDE TRANSPORT SERVICES, INC.
and Consolidated Subsidiary Companies
INDEX
PART I - FINANCIAL INFORMATION PAGE
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets-- March 31, 1996
and June 30, 1995 3
Condensed Consolidated Statements of Operations--Three Months Ended
March 31, 1996 and 1995, and Nine Months Ended March 31, 1996 and
1995 5
Condensed Consolidated Statements of Cash Flows--Nine Months Ended
March 31, 1996 and 1995 7
Notes to Condensed Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 11
PART II - OTHER INFORMATION
Item 1. Legal Information 13
Item 5. Other Information 13
SIGNATURES 14
COUNTRY WIDE TRANSPORT SERVICES, INC.
and Consolidated Subsidiary Companies
CONDENSED CONSOLIDATED BALANCE SHEETS
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(In Thousands)
March 31, June 30
1996 1995
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(Unaudited)
ASSETS
Current assets:
Cash $ 27 $ 57
Accounts receivable, net 5,697 6,455
Accounts receivable, miscellaneous 49 39
Driver advances 341 408
Inventories 27 31
Prepaid expenses 491 471
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Total current assets 6,632 7,461
Property and equipment, net 4,498 4,069
Other assets:
Deposits 275 212
Covenants not to compete, net -- 154
Excess of purchase price over fair value of net assets acquired, net 4,890 5,055
Net long-term deferred tax asset 66 1,959
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Total assets $16,361 $18,910
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* Condensed from audited financial statements.
COUNTRY WIDE TRANSPORT SERVICES, INC.
and Consolidated Subsidiary Companies
CONDENSED CONSOLIDATED BALANCE SHEETS
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(In Thousands)
March 31, June 30
1996 1995
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(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable and current portion of long-term debt $ 4,664 $ 4,159
Current portion of capital lease obligations 131 166
Accounts payable and accrued liabilities 5,959 4,827
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Total current liabilities 10,754 9,152
Long-term debt, less current portion 2,755 1,077
Long-term capital lease obligations, less current portion 356 502
Liabilities in excess of assets of discontinued operations 175 4,807
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Total liabilities 14,040 15,538
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Stockholders' equity:
Preferred stock, $.01 par value, 5,000,000 shares authorized,
issuable in series, none issued -- --
Common stock, $.02 par value, 10,000,000 shares authorized, 4,800,487 shares
issued and outstanding at March 31, 1996 and June 30, 1995, respectively 96 96
Warrants 40 40
Additional paid-in capital 6,763 6,763
Retained earnings (4,578) (3,527)
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Total stockholders' equity 2,321 3,372
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Total liabilities and stockholders' equity $16,361 $18,910
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* Condensed from audited financial statements.
COUNTRY WIDE TRANSPORT SERVICES, INC.
and Consolidated Subsidiary Companies
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
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(Unaudited)
(In Thousands, except Per Share Data)
Three Months Ended Nine Months Ended
March 31, March 31,
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1996 1995 1996 1995
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Transportation revenue $11,212 $12,911 $36,612 $40,879
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Operating costs and expenses:
Purchased transportation 7,853 8,958 25,714 28,488
Salaries and related expenses 1,416 1,600 4,351 4,727
Operating expenses 1,475 971 3,812 2,961
Revenue equipment rentals 465 389 1,438 1,143
General supplies and expenses 662 606 1,784 1,802
Depreciation and amortization 312 289 982 966
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Total operating costs and expenses 12,183 12,813 38,081 40,087
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Operating income (loss) (971) 98 (1,469) 792
Other income (expense):
Interest expense (195) (148) (539) (437)
Interest income -- 10 33 11
Other, net (36) 21 (36) 19
(Loss) on sale of business division (note 6) (222) -- (222) --
Gain (loss) on disposition of fixed assets (16) (1) 125 68
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Income (loss) from continuing operations
before provision for income taxes,
discontinued operations and extraordinary
item (1,440) (20) (2,108) 453
Income tax expense (benefit) 34 (7) 34 155
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Income (loss) from continuing operations (1,474) (13) (2,142) 298
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COUNTRY WIDE TRANSPORT SERVICES, INC.
and Consolidated Subsidiary Companies
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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(Unaudited)
(In Thousands, except Per Share Data)
Three Months Ended Nine Months Ended
March 31, March 31,
---------------------- ---------------------
1996 1995 1996 1995
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Income (loss) from continuing operations $ (1,474) $ (13) $ (2,142) $ 298
Discontinued operations:
(Loss) from operations of discontinued
business segments, net of applicable
income tax benefit (expense) of $(263)
and $767 for the three months ended
March 31, 1996 and 1995,
respectively, and $(263) and
$717 for the nine months ended
March 31, 1996 and 1995, respectively (483) (1,480) (1,279) (1,384)
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Net (loss) before extraordinary item (1,957) (1,493) (3,421) (1,086)
Extraordinary item:
Gain on forgiveness of debt of discontinued
operations, net of applicable income tax
expense of $1,630 (note 5) -- -- 2,370 --
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Net (loss) $ (1,957) $ (1,493) $ (1,051) $ (1,086)
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Income (loss) per common share:
Continuing operations $ (0.31) $ nil $ (0.45) $ 0.06
Discontinued operations (0.10) (0.31) (0.26) (0.29)
Extraordinary item -- -- 0.49 --
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Net (loss) per common share $ (0.41) $ (0.31) $ (0.22) $ (0.23)
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Weighted average number of common
shares $4,800,487 $4,797,133 $4,800,487 $4,765,925
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COUNTRY WIDE TRANSPORT SERVICES, INC.
and Consolidated Subsidiary Companies
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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(Unaudited)
(In Thousands)
Nine Months Ended
March 31,
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1996 1995
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Cash flows from operating activities:
Net income (loss) from continuing operations $(2,142) $ 298
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization 982 966
(Gain) on disposal of fixed assets (125) (68)
Loss on disposal of business segment 222 --
Provision for uncollectible accounts receivable 48 (74)
(Increase) decrease in:
Accounts receivable 709 1,755
Accounts receivable - miscellaneous (10) 128
Drivers and grower advances 67 (132)
Inventories 4 62
Prepaid expenses (19) (306)
Deposits (63) (81)
Other assets -- (340)
Increase (decrease) in:
Accounts payable and accrued liabilities 953 (1,849)
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Net cash provided by operating activities 626 359
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Net (loss) from discontinued operations (1,279) (1,384)
Depreciation and amortization 8 61
Loss on disposal of assets 14 --
Change in assets 807 487
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Net cash (used in) discontinued operations (450) (836)
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Cash flows from investing activities:
Increase in notes receivable (29) (231)
Collections on notes receivable -- 269
Increase in investments -- (553)
Additions to property and equipment (310) (676)
Proceeds from disposal of property and equipment 2,328 320
Proceeds from disposal of business segment 50 --
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Net cash provided by (used in) investing activities 2,039 (871)
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COUNTRY WIDE TRANSPORT SERVICES, INC.
and Consolidated Subsidiary Companies
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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(Unaudited)
(In Thousands)
Nine Months Ended
March 31,
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1996 1995
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Cash flows from financing activities:
Issuance of common stock $ -- $ 164
Principal payments on borrowings (45,846) (43,635)
Proceeds from borrowings 43,601 44,054
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Net cash provided by (used in) financing activities (2,245) 583
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(Decrease) in cash (30) (765)
Cash, beginning of period 57 841
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Cash, end of period $ 27 $ 76
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Supplemental disclosure of cash flow information:
Cash paid for:
Interest $ 499 $ 623
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Income taxes $ 31 $ 25
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Noncash investing and financing transactions:
Purchase of property and equipment with debt or reduction of receivable $ 3,316 $ (19)
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Sale of assets for receivables $ -- $ 140
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Net assets acquired from Vertex Transportation with debt and common
stock of the Company $ -- $ 790
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Net assets of CK Trucking sold for receivables $ 14 $ --
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COUNTRY WIDE TRANSPORT SERVICES, INC.
and Consolidated Subsidiary Companies
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies followed by the Company are set forth in Note 1 to
the Company's consolidated financial statements included in the Company's
Annual Report to Stockholders for the year ended June 30, 1995.
2. STATEMENT OF INFORMATION FURNISHED
The accompanying unaudited consolidated financial statements have been
prepared in accordance with Form 10-Q instructions and in the opinion of
management contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position as of March 31,
1996, the results of operations for the three and nine months ended March 31,
1996 and 1995, and the cash flows for the nine months ended March 31, 1996
and 1995. The results of operations for the three and nine month periods
ended March 31, 1996 and 1995 are not necessarily indicative of the results
to be expected for the full year. These results have been determined on the
basis of generally accepted accounting principles and practices applied
consistently with those used in the preparation of the Company's 1995 Annual
Report.
Certain information and footnote disclosures normally included in financial
statements presented in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission.
3. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following (000 omitted):
March 31, June 30, Estimated
1996 1995 Useful Lives
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Revenue equipment $5,152 $5,535 5 to 7 years
Service cars 10 164 5 years
Furniture and office equipment 493 627 4 to 5 years
Leasehold improvements 127 145 Lease term
Machinery and equipment 29 37 5 years
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5,811 6,508
Less accumulated depreciation
and amortization 1,313 2,439
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$ 4,498 $ 4,069
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COUNTRY WIDE TRANSPORT SERVICES, INC.
and Consolidated Subsidiary Companies
Notes to Condensed Consolidated Financial Statements
(Unaudited)
4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consisted of the following (000
omitted):
March 31, June 30,
1996 1995
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Accounts payable $1,594 $1,957
Accrued insurance 564 652
Accrued purchased transportation 2,829 1,621
Accrued licensing fees 300 --
Other accrued expenses 672 597
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$5,959 $4,827
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5. DISCONTINUED OPERATIONS
Having experienced significant losses in the produce sales segment, the
Company's Board of Directors decided on June 26, 1995 to discontinue the
entire segment through an orderly liquidation process which they estimated
would occur over the subsequent two month period. Immediately thereafter,
the Company commenced to close operations and on September 18, 1995 made a
General Assignment of all assets of its subsidiary, Nationwide Produce Co.,
for the pro rata benefit of all creditors of the subsidiary. Revenues
applicable to the discontinued product sales segment were approximately
$52,953,000, $22,723,000 and $20,053,000 for the years ended June 30, 1995,
1994, and 1993, respectively.
During the nine months ended March 31, 1996, the Company recognized a net
gain to the extent of unpaid liabilities of Nationwide Produce Co. (not
guaranteed or assumed by the Company) in excess of assets and operating
losses from July 1, 1995 to date of liquidation amounting to $4,000,000
before income tax.
6. SALE OF BUSINESS DIVISION
Effective March 1, 1996, the Company sold certain assets of its Freight
Peddlers logistics division to a former officer of the Company. Total
consideration was $50,000 cash and a fully reserved $200,000 unsecured
promissory note receivable payable over time through a reduction in future
commission expenses incurred by the Company and payable to the buyer. Revenue
and operating losses applicable to the division were $1,202,000 and $99,000
for the nine month period ending March 31, 1996, $2,524,000 and $201,000 for
the year ended June 30, 1995 and $4,163,000 and $119,000 for the year ended
June 30, 1994, respectively.
7. COMMITMENTS & CONTINGENCIES
During the month of September 1995, the Company's transportation subsidiary,
CW Truck, had a cargo claim that approximated $600,000 filed against it by
one of its customers. The insurance carrier citing certain exceptions in the
cargo policy declined to pay the claim and referred the issue to litigation
on February 27, 1996. The Company initiated legal action against the
insurance carrier and its agent. The customer additionally filed a cross
claim against the Company. Management feels that the Company's suit will be
successful. Therefore, no contingent liability has been recorded in the
Company's financial statements as of March 31, 1996.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net losses from continuing operations for the three and nine months ended March
31, 1996 amounted to $1,474,000 and $2,142,000, respectively, compared to a net
loss of $13,000 and net income of $298,000 for the prior year periods. These
decreases are attributable to an overall weak freight market which has affected
the transportation industry for the past year as well as severe winter weather
conditions and higher fuel costs.
Third quarter operating revenue decreased 13.2% to $11,212,000 from $12,911,000
for the third quarter of the previous fiscal year. The decrease reflects the
negative market conditions as well as a reduction in the Company's tractor fleet
from 230 units at March 31, 1995 to 165 units at March 31, 1996 which resulted
in a decrease of loaded miles from 6,581,000 to 4,834,000 for the Company's
truckload division for the period. Operating revenue in the Company's logistics
subsidiary decreased $75,000 to $7,358,000 for the third quarter. This decrease
was due primarily to the sale of the Freight Peddlers division effective March
1, 1996.
During the nine month period ended March 31, 1996, operating revenues decreased
10.4% to $36,612,000 from $40,879,000 compared to the comparable prior year
period Demand for the Company's temperature-controlled truckload services
weakened due to reduced availability of produce-related freight as well as
unfavorable market conditions in the transportation industry. Demand also
weakened the Company's logistics division due to an overall weakness in the
industry. Loaded miles for the truckload operation decreased from 19,965,000 to
16,336,000 while pricing remained constant for the period.
Total operating costs for the three and nine month periods ending March 31, 1996
decreased by $630,000 and $2,006,000 from the prior year periods
respectively. As a percentage of sales, total operating costs for the three and
nine month periods ending March 31, 1996 increased 9.5% and 5.9% from the prior
year periods, respectively. The percentage increase is primarily attributable
to a $504,000 and $851,000 increase in operating expense category. The $504,000
increase in operating expenses for the third quarter is due primarily to the
results of two unfavorable audits conducted by governmental agencies, for prior
periods, that resulted in an approximately $345,000 increase in expense plus a
$160,000 increase in insurance claims for the quarter. The nine month period
reflects the third quarter increases as well as an additional $328,000 increase
in insurance claims. The $76,000 and $295,000 increase in revenue equipment
rentals from the prior year periods results from an upgrade of the Company's
trailer fleet utilizing operating leases as opposed to the prior practice of
straight financing of the equipment. General supplies and expenses increased
$56,000 for the third quarter as compared to the prior year period. This
increase is attributable to approximately $105,000 of professional fees the
Company incurred in connection with the aforementioned governmental audits.
Interest expense for the three and nine month periods ended March 31, 1996
increased by $47,000 and $102,000 from the comparable 1995 periods which
reflects the Company's higher incremental borrowing rates for working capital as
well as new upgraded tractor equipment financed during the second quarter of the
current year.
The company also sold certain assets of its Freight Peddlers logistics division
effective March 1, 1996 resulting in a loss on the sale of that division of
$222,000 which included a fully reserved unsecured $200,000 promissory note
receivable.
Having experienced significant losses in the produce segment, the Company's
board of Directors decided on June 26, 1995 to wind down and discontinue the
entire product sales segment through an orderly liquidation which was estimated
to occur over the subsequent two month period. Immediately thereafter, the
Company commenced to close the operations and on September 18, 1995 made a
General Assignment of all assets of its subsidiary, Nationwide Produce Co.,
for the pro rata benefit of all creditors of the subsidiary. During the three
and nine months ended March 31, 1996, the Company's product sales segment
generated a net loss of $483,000 and $1,279,000 respectively. Results of
operation for the product sales segment have been classified as discontinued
operations in the Company's financial statements for all periods presented.
RESULTS OF OPERATIONS (CONTINUED)
During the nine months ended March 31, 1996, the Company recognized a net gain
to the extent of unpaid liabilities of Nationwide produce Co. (not guaranteed or
assumed by the Company) in excess of assets and operating losses from July 1,
1995 to the date of liquidation amounting to $4,000,000 before income tax.
LIQUIDITY AND CAPITAL RESOURCES
As a result of the Company's consolidated operating results for the fiscal year
ended June 30, 1995, the Company was no longer in compliance with certain
financial covenants under the credit facility with it's primary lender.
Management is in continuing negotiations with the bank to obtain revised
covenants. However, there are no assurances that the bank will restate the
covenants for future periods. The current credit facility with the lender
expires on July 1, 1996. Management believes that alternative financing sources
are available if necessary. At March 31, 1996 the outstanding indebtedness under
the transportation facility was $3,136,000 and is classified as a current
liability in the Company's financial statements. Revolving bank credit line
arrangements for the transportation segment are $5,000,000 and borrowings under
the credit facility are limited to 80% of eligible receivables and bear interest
at the bank's prime rate plus 1.25%. At March 31, 1996 the produce facility
outstanding indebtedness to the bank of $869,000 bearing interest at the bank's
prime rate plus 5% which is cross guaranteed and cross collateralized by the
Company's transportation subsidiary, CW Truck. Management estimates CW Truck
will assume $750,000 of the obligation after the assets of Nationwide Produce
Co. are liquidated by the trustee. The bank has fully reserved the $869,000
against CW Truck's credit facility. The Company believes that the assumption or
the $750,000 should not have a material adverse effect on it's financial
position or continuing operations.
The loan covenant violations, combined with the inability of the Company to
obtain restated covenants for future periods, along with losses from operations
and negative working capital at June 30, 1995 caused the Company's independent
auditors to question the Company's ability to continue as a going concern.
At March 31, 1996, the Company's ratio of current assets to current
liabilities and its debt to equity were 0.6:1 and 6.1:1 respectively, as
compared to 0.8:1 and 4.6:1 respectively at June 30, 1995.
The Company ended the March 31, 1996 period with $27,000 of cash and negative
working capital of $3,943,000. Based upon the Company's expected cash flow from
operations and funds available under existing or substitute credit facilities,
management believes that the Company's capital resources are sufficient to meet
its presently anticipated operating needs. However, should these sources prove
inadequate or unavailable, the Company may be required to seek financing through
capital investment.
EFFECTS OF INFLATION
Inflation can be expected to have an impact on the Company's operating costs. A
prolonged period of inflation would cause interest rates, fuel costs and other
operating costs to increase and would adversely affect the Company's results of
operation unless freight rates could be increased. The effect of inflation has
been minimal over the previous three years.
SEASONALITY
In the transportation industry generally, results of operations show a seasonal
pattern because customers reduce shipments during or after the winter holiday
season and because weather variations during winter months. The Company's
operating expenses have been historically higher in the winter months primarily
due to decreased fuel efficiency and increased maintenance costs in colder
weather.
Part II. Other Information
ITEM I. LEGAL INFORMATION
On December 13, 1995 in Los Angeles Superior Court, Credit Managers
Association of California, on behalf of all creditors of Nationwide
Produce Co. filed suit against a former director and officer of the
Company to recover $497,000 of funds which Credit Managers Association
of California believes was misappropriated by the former officer to a
corporation he owned and controlled.
On February 27, 1996, Credit Managers Association of California, on
behalf of all creditors of Nationwide Produce Co. filed suit to collect
more than $600,000 arising from the salee of a business division of
Nationwide in 1994.
On February 27, 1996, Credit Managers Association of California, on
behalf of all creditors of Nationwide Produce Co. filed suit to recover
$300,000 of funds from a business customer of Nationwide's which Credit
Managers Association believes aided in the transfer of these funds to a
Company controlled or owned by a former director and officer of the
Company.
On February 27, 1996, Credit Managers Association of California, on
behalf of all creditors of Nationwide Produce Co. filed suit to recover
at least $70,000 from two former employees of Nationwide. The suit
alleges that while employees of Nationwide, the defendants used
Nationwide assets for the benefit of another business.
During the month of September 1995, the Company's transportation
subsidiary, CW Truck, had a cargo claim that approximated $600,000
filed against it by one of its customers. The insurance carrier citing
certain exceptions in the cargo policy declined to pay the claim and
referred the issue to litigation on February 27, 1996. The Company
initiated legal action against the insurance carrier and its agent. The
customer additionally filed a cross claim against the Company.
Management feels that the Company's suit will be successful. Therefore,
no contingent liability has been recorded in the Company's financial
statements as of March 31, 1996.
ITEM 5. OTHER INFORMATION
During the quarter ended March 31, 1996, the Company sold certain
assets of its Freight Peddlers logistics division for a total
consideration of $50,000 cash and a fully reserved $200,000 unsecured
promissory note receivable. The purchaser was a former officer of the
Company and its services consisted of providing total logistic
services to its customers. Revenues and operating losses applicable
to the division were approximately $2,524,000 and $201,000 for the
year ended June 30, 1995 and $4,193,000 and $119,000 for the year
ended June 30, 1994, respectively.
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.
COUNTRY WIDE TRANSPORT SERVICES, INC.
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Registrant
DATED: May 10, 1996 S/Timothy Lepper
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Timothy Lepper
President and Chief Executive Officer
DATED: May 10, 1996 S/Nathan W. Gordon
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Nathan W. Gordon
Chief Financial Officer