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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 28, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
Commission File No. 0-14810
MARK VII, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction 43-1074964
of incorporation or organization) (I.R.S. Employer Identification No.)
965 Ridge Lake Boulevard, Suite 103
Memphis, Tennessee 38120
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (901) 767-4455
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
(Title of Class)
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of Common Stock, $.10 par value, held by
non-affiliates of the Registrant on March 10, 1997, based upon the last sale
price of such stock on that date was $131,875,000. At March 10, 1997, 4,635,322
shares of Common Stock, $.10 par value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Documents Form 10-K Reference
- --------- -------------------
Notice of 1997 Annual Meeting of Part III, Items 10, 11, 12 and 13
Shareholders and Proxy Statement to be
filed within 120 days of December 28, 1996,
excluding therefrom the sections titled
"Board Compensation Committee Report on
Executive Compensation" and "Performance
Graph"
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MARK VII, INC. AND SUBSIDIARIES
1996 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
Page
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PART I
Item 1. Business ....................................................................................... 2
Item 2. Properties...................................................................................... 4
Item 3. Legal Proceedings............................................................................... 5
Item 4. Submission of Matters to a Vote of Security Holders............................................. 5
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 6
Item 6. Selected Financial Data......................................................................... 7
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 8
Item 8. Financial Statements and Supplementary Data..................................................... 10
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 10
PART III
Item 10. Directors and Executive Officers of the Registrant.............................................. 10
Item 11. Executive Compensation.......................................................................... 10
Item 12. Security Ownership of Certain Beneficial Owners and Management.................................. 10
Item 13. Certain Relationships and Related Transactions.................................................. 10
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 11
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PART I
ITEM 1. BUSINESS
GENERAL
Mark VII, Inc. (the "Company") is a holding company, the principal
assets of which are its transportation services subsidiary, Mark VII
Transportation Company, Inc. ("Mark VII") and Mark VII's subsidiaries. The
Company is a Delaware corporation, but was originally organized in 1976 as a
Missouri corporation. The Company is a service organization that acts as a
provider of transportation and logistics services. As a provider of
transportation services, the Company arranges for domestic and international
transportation, using a number of different transportation modes, including
rail, truck, ship and air. As a logistics manager, the Company provides its
customers with value-added elements of the distribution chain, such as private
fleet management, warehousing and regional and local distribution.
The Company has established a network of transportation sales personnel
and logistics managers at its headquarters in Memphis, Tennessee and 111 branch
sales offices in 33 states. The majority of the Company's branch offices are
operated by independent commission agents responsible for the client
relationships, office expenses and billing. The Company supports its agency
offices by providing expertise in multiple transportation modes, rate
negotiation and logistics design, as well as administrative and credit services.
The Company acts as a link between shippers and carriers. Shippers use
transportation services companies to complement in-house transportation
departments. The Company augments in-house shipping departments by providing
expertise in multiple modes of transportation, providing access to additional
transportation equipment, negotiating transportation rates and increasing the
productivity of in-house personnel. The Company provides shippers with an
opportunity to outsource all or part of the transportation function, thereby
allowing them to devote assets and personnel to their primary business. The
Company's services are also used by transportation carriers to supplement their
in-house sales departments and to improve equipment utilization. The Company
maintains close relationships with major railroads, trucklines, shipping lines
and air freight carriers.
SERVICES PROVIDED
The Company's transportation services can be broadly classified into
the following categories:
Transaction-Based Services. "Transaction based services" are identified
with the traditional freight brokerage business where a shipper calls a
transportation services company to arrange for service on a shipment-by-shipment
basis. The transportation services company then assumes responsibility for the
transportation carrier's obligations to perform in accordance with the shipper's
specifications. Similarly, a carrier may call the transportation services
company when it has resources available to transport freight. The transportation
services company arranges a match and adds a fee to the carrier's rate.
Logistics Management Services. "Logistics management services" include
both process-based and information/knowledge-based services. Process-based
services involve the Company taking responsibility for all transactions of a
particular type for a shipper or carrier. The Company's expertise in intermodal
service and trucking has led shippers and carriers to request the Company to
regularly arrange shipments for a pre-arranged fee. Both shippers and carriers
avail themselves of this service, often realizing financial savings due to the
Company's volume and information base and its ability to arrange shipments more
efficiently. The Company can help trucklines maintain competitive positions,
including allowing them to supplement their sales and marketing efforts without
incremental fixed costs. Process based services generally are a result of the
full or partial outsourcing of internal traffic department functions. For
example, the Company currently coordinates the time-sensitive raw potato
delivery for a number of processing plants of a major potato chip manufacturer.
Other examples of process based services currently executed by the Company are
the procurement of truck and rail services for a substantial portion of a
customer's shipments from a particular location, procurement of backhaul
shipments for private fleets, freight consolidation and forwarding for a
customer with complex logistical needs, and utilization management of an
equipment owner's fleet and operation of small dedicated fleets to serve several
logistics customers.
"Information/knowledge based services" involve management and
consultation on any and all aspects of transportation for a shipper or carrier,
including dedicated fleet, warehousing and risk management. The Company utilizes
its sales network to design transportation and distribution programs for
customers with complex logistical needs. For example,
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ERX Logistics, L.L.C., a joint venture between the Company and a warehousing
firm, provides a major household appliance manufacturer with warehousing and
time-sensitive delivery of its appliances to its dealers and building contractor
customers.
The Company also offers risk management and single source leasing
services. The risk management group markets all lines of insurance needed for a
transportation company and serves as a provider of consultation services, driver
recruiting, safety program design, regulatory compliance and claims handling.
These services may be used separately or combined with the overall logistics
management function. Under the Company's single source leasing program, the
Company will arrange the lease of a fully licensed and insured tractor, trailer
and driver on behalf of the fleet operator.
TRANSPORTATION MODES
Transportation modes used by the Company have been organized into
product lines. Each product line has one or more managers to provide marketing
and operational support to the Company's network of sales people and logistics
professionals.
Rail Services. Intermodal services involve arranging for the pick up
and delivery of shipments by trucks, and the shipments' transport by railroads,
in a coordinated manner. Other rail services involve rail transport by boxcar or
flatcar for shippers' heavy or bulky freight. Related services may include load
stabilization, load expediting and equipment selection.
Truck Services. Truck services involve arranging for the pick up and
delivery of shipments that will be transported over the road using trucks. In
addition to locating appropriate equipment to meet shippers' needs, trucklines
actively solicit shipments from the Company's sales offices. Although the
Company owns or leases only a limited equipment base, it has access to an
abundant supply of truckload units provided by trucklines meeting the Company's
safety and service criteria.
NVOCC Brokerage. Ocean freight brokerage involves acting as agents for
shippers and importers under non-vessel operating common carrier authority
(NVOCC), issued by the Federal Maritime Commission, to arrange for the services
of ocean carriers.
Other Services. Other services, such as air freight forwarding, local
truckload and heavy equipment transport, are important to the Company's strategy
because they respond to a customer's total transportation needs and provide the
Company's network of sales personnel and logistics managers a complete range of
services to sell.
AGENCY NETWORK AND OPERATIONS
Mark VII's operations are decentralized and are conducted primarily in
branch offices. Of the 111 branch offices, 17 are operated by Mark VII and 94
are operated under agency agreements. Contracts with agents have a duration of
ten years and are terminable by either party on each anniversary of the
agreement by giving 30 days' notice. Although the Company's contracts with its
agents are non-exclusive, the Company's agents generally do not provide services
on behalf of other transportation services companies. Agency offices operate as
independent businesses, responsible for all costs associated with sales,
operations, billing and any related overhead for these items and are compensated
by a percentage of fees associated with transportation arranged. Each of the
agency branches is responsible for obtaining its own office facilities. Offices
operated by employees, rather than agents, are structured as stand-alone
business units. Most offices have one to four operations people, who are
responsible for controlling all aspects of executing the shipment, including (i)
taking the order from the customer, (ii) arranging for transportation services,
(iii) monitoring progress of the shipment and reporting back to the customer and
(iv) billing the customer on the Company's invoices. To foster the growth of its
agency network, the Company provides new agents with advances to cover start-up
and initial operating costs. These advances are typically repaid over 24 months.
Typically, a sales person identifies a potential customer and
determines its transportation requirements. The sales person then prepares a
rate proposal from pricing data negotiated by the Company with representatives
of the carriers and the providers of other services that may be required. Before
any freight is handled for a customer, credit approval must be obtained from the
Company's corporate credit department. Upon customer acceptance of a rate
proposal, the operations unit in the branch office assumes responsibility for
executing individual shipment orders for that customer.
The Company provides administrative support, such as computer systems,
sales support, credit services, collection services and accounts payable
services, to its branch office operations on a centralized basis. Specialty
operations such as risk management, design and management of dedicated trucking
operations and truck brokerage are available to the logistics management
services operations. The Company utilizes a Data General model MV9600 computer
and customized software which integrates shipment tracking, customer records and
billing, accounts payable and general accounting. This system can
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also access the computer systems of railroads to maintain up-to-date information
on all shipments. The Company also utilizes its electronic data interchange
capabilities with a number of carriers and shippers so that customers may follow
the movement of their shipments and receive electronic billing.
Results of operations in the transportation industry generally show a
seasonal pattern, as customers reduce shipments during and after the winter
holiday season. In recent years, the Company's operating income and earnings
have been higher in the second and third quarters than in the first and fourth
quarters.
COMPETITION
The transportation services industry is highly competitive. The Company
competes against other integrated logistics companies, as well as transportation
companies. The Company also competes against carriers' internal sales forces.
This competition is based primarily on freight rates, quality of service, (such
as damage free shipments, on-time delivery and consistent transit times),
reliable pickup and delivery and scope of operations. Other logistics companies
and transportation services companies and numerous carriers have substantially
greater financial and other resources than the Company. The Company also
competes with transportation services companies for the services of independent
commission agents.
GOVERNMENT REGULATION
The Company is licensed by the United States Department of
Transportation ("DOT") to engage in operations as a broker in arranging for the
transportation, by motor vehicle, of general commodities between points in the
United States. The DOT prescribes qualifications for acting in this capacity,
including certain surety bonding requirements. The Company also acts as a common
and contract motor carrier regulated by the DOT. Interstate motor carrier
operations are subject to safety requirements prescribed by the DOT. Matters
such as weight and dimensions of equipment are also subject to federal
regulations.
In its ocean freight forwarding business, the Company is licensed as an
ocean freight forwarder and as a non-vessel operating common carrier by the
Federal Maritime Commission (the "FMC"). The FMC prescribes qualifications for
acting as a shipping agent, including the filing of tariffs and surety bonding
requirements.
The Company's air freight forwarding business is subject to regulation,
as an indirect air cargo carrier, under the Federal Aviation Act (the "Act") by
the DOT. The DOT's Economic Aviation Regulations exempt domestic air freight
forwarders from most, but not all, of the Act's requirements. The major
provisions of the Act that remain applicable to the Company forbid solicitation
of certain rebates, require the carrier to provide safe service, equipment and
facilities, prohibit discrimination with respect to foreign air cargo
transportation, prohibit unfair or deceptive practices and authorize the DOT to
inquire into the carrier's management for certain purposes.
In certain foreign markets in which the Company operates, the air
freight forwarding business is subject to rate schedules and other restrictions
which in the first instance are agreed to by the International Air Transport
Association and subsequently approved by the governments concerned. The Company
also is subject to certain foreign regulations.
Management does not believe that current regulations of its activities
imposes significant economic restraints upon its operations or upon the entry of
new competitors into the industry in general or into the markets that are served
by the Company in particular.
EMPLOYEES
The Company employed 310 individuals at March 7, 1997. The employees
were not represented by a collective bargaining unit. Management considers
relations with its employees to be good.
ITEM 2. PROPERTIES
All of the Company's operations at the 17 company branch locations are
conducted in office space under leases with terms of less than four years.
Although the Company owns the land and building which houses its administrative
offices in Indianapolis, Indiana, the Company's other two principal
administrative offices are located in leased space in Memphis, Tennessee and
Kansas City, Missouri. Each of the 94 agency branches is responsible for
obtaining its own office facilities.
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The Company also owns, and is holding for sale or lease, office,
maintenance and fuel facilities in St. Joseph, Missouri and Joplin, Missouri and
a four acre tract in Los Angeles, California. The Los Angeles property has been
leased through December 2000.
ITEM 3. LEGAL PROCEEDINGS
At year end, the Company was engaged in an arbitration proceeding filed
by Roger Crouch, the Company's former Vice Chairman of the Board, as a result of
the Company's termination of his employment agreement for cause in December
1995. Mr. Crouch was seeking payment of his annual salary of $225,000 per year
for the remaining seven years of the employment agreement, as well as certain
bonus payments. The matter was settled in January 1997. According to the terms
of the settlement, Mr. Crouch was compensated for approximately 13 months at a
rate less than the salary provided for in the original employment agreement. The
Company and Mr. Crouch also entered into a consulting agreement on February 3,
1997 with a term of approximately six years which provides for consulting fees,
at a rate less than the salary provided for in the original employment
agreement.
The Company is involved in various other legal proceedings generally
incidental to its business. While the result of any litigation contains an
element of uncertainty, the Company presently believes that the outcome of any
known pending or threatened legal proceedings or claims, or all of them
combined, will not have a material adverse effect on its results of operations
or consolidated financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders of the Company
during the three months ended December 28, 1996.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
PRICE RANGE OF COMMON STOCK
The Company's common stock trades on the Nasdaq Stock Market's National
Market System under the symbol: MVII. The following table sets forth the high
and low sale prices per share of the common stock for the periods indicated, as
reported by the Nasdaq Stock Market:
High Low
1995 ---- ---
----
First Quarter................................... $ 18 1/2 $ 11 1/8
Second Quarter.................................. 17 7/8 16 1/8
Third Quarter................................... 20 1/2 16 3/8
Fourth Quarter.................................. 20 5/8 15 1/2
1996
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First Quarter................................... $ 17 7/8 $ 16
Second Quarter.................................. 20 5/8 17 1/4
Third Quarter................................... 22 20 1/8
Fourth Quarter.................................. 29 1/2 21 3/8
1997
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First Quarter (through March 7, 1997)........... $ 31 1/2 $ 27 5/8
On March 7, 1997, the last sale price per share of the common stock was
$31 1/4. At March 7, 1997, there were 200 holders of record, representing an
estimated 1,500 individual holders of the Company's common stock.
DIVIDENDS
The Company has never paid a cash dividend on its common stock. It is
the intention of the Board of Directors to continue to retain earnings to
finance the growth of the Company's business rather than to pay cash dividends.
Future payments of cash dividends will depend upon the financial condition,
results of operations and capital commitments of the Company, as well as other
factors deemed relevant by the Board of Directors. The Company and its
subsidiaries are currently subject to a line of credit which requires approval
of the lender before paying dividends.
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ITEM 6. SELECTED FINANCIAL DATA
The following selected consolidated financial data as of and for each
of the years in the five-year period ended December 28, 1996 are derived from
the Company's consolidated financial statements which have been audited by
Arthur Andersen LLP, independent public accountants. The following selected
consolidated financial data should be read in conjunction with the Consolidated
Financial Statements of the Company and Notes thereto, and Report of Independent
Public Accountants thereon, for the most recent three years, included elsewhere
in this Annual Report.
FISCAL YEAR (1)
--------------------------------------------------------------
1992 1993 1994 1995 1996
--------- --------- --------- -------- --------
(in thousands, except per share data)
STATEMENTS OF INCOME INFORMATION:
Operating revenues .................... $ 264,881 $ 341,532 $ 428,772 $459,160 $563,913
Transportation costs .................. 230,100 296,656 370,232 391,845 489,292
--------- --------- --------- -------- --------
Net revenues .......................... 34,781 44,876 58,540 67,315 74,621
Operating income ...................... 3,645 4,457 6,847 8,489 10,205
Income from continuing operations
before income taxes ................ 3,035 4,199 6,267 8,024 9,952
Income from continuing operations ..... 1,791 2,490 3,667 4,734 5,772
Loss from and on discontinued
operations(2) ........................ (2,427) (13,754) (1,286) -- --
--------- --------- --------- -------- --------
Net income (loss) ..................... $ (636) $ (11,264) $ 2,381 $ 4,734 $ 5,772
========= ========= ========= ======== ========
Earnings (loss) per share:
Income from continuing operations .... $ .38 $ .51 $ .75 $ .95 $ 1.20
Income (loss) from and on discontinued
operations (2) ...................... (.51) (2.84) (.26) -- --
--------- --------- --------- -------- --------
Net income (loss) .................... $ (.13) $ (2.33) $ .49 $ .95 $ 1.20
========= ========= ========= ======== ========
Average common shares and equivalents
outstanding ......................... 4,743 4,841 4,901 4,995 4,808
BALANCE SHEET DATA:
Total assets of continuing operations . $ 37,479 $ 53,585 $ 70,205 $ 74,144 $ 90,992
Total debt of continuing operations ... 5,940 11,337 10,787 1,588 747
Shareholders' investment .............. 32,230 21,047 23,473 25,888 30,038
(1) The Company's fiscal year ends on the Saturday nearest December 31.
Fiscal years 1993, 1994, 1995 and 1996 included 52 weeks and fiscal
year 1992 included 53 weeks.
(2) The historical operations of the Company's former truckload business
have been classified as a discontinued operation.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Fiscal Years 1996 Compared to 1995 and 1995 Compared to 1994
The following table sets forth the percentage relationship of the
Company's revenue and expense items to operating revenues for the periods
indicated:
FISCAL YEAR
-----------------------------
1996 1995 1994
------ ------ ------
Operating revenues ...................... 100.0% 100.0% 100.0%
Transportation costs .................... 86.8 85.3 86.3
------ ------ ------
Net revenues ............................ 13.2 14.7 13.7
Operating expenses:
Salaries and related costs ........ 2.9 3.5 3.2
Selling, general and administrative 8.5 9.4 8.8
------ ------ ------
Total operating expenses ...... 11.4 12.9 12.0
------ ------ ------
Operating income ........................ 1.8 1.8 1.7
Interest and other expense .............. -- .1 .2
------ ------ ------
Income from continuing operations
before income taxes ............... 1.8% 1.7% 1.5%
====== ====== ======
General - The transportation services operation contracts with
carriers for the transportation of freight by rail, truck, ocean or air for
shippers. Operating revenues include the carriers' charges for carrying
shipments plus commissions and fees, as well as revenues from fixed fee
arrangements on a portion of the Company's integrated logistics projects. The
carriers with whom the Company contracts provide transportation equipment, the
charge for which is included in transportation costs. As a result, the primary
operating costs incurred by the transportation services operations and logistics
projects are for purchased transportation. Net revenues include only the
commissions and fees.
Selling, general and administrative expenses primarily consist of the
percentage of net revenue paid to agencies and independent sales contractors as
consideration for providing sales and marketing, arranging for movement of
shipments, entering billing and accounts payable information on shipments and
maintaining customer relations, as well as other company operating expenses.
Certain costs incurred by the Company's dedicated trucking fleets are also
reported in salaries and related costs and selling, general and administrative
expenses.
Revenues - The Company's total number of shipments were 503,000,
414,000, and 368,000 in 1996, 1995 and 1994, respectively. Increases in
shipments of 21% and 13% in 1996 and 1995, respectively, were the result of
expanded services to both new and existing customers. The Company also increased
the number of sales offices by four offices in 1995 and 11 offices in 1996.
Revenues from the Company's temperature-controlled freight operations
have remained comparable in 1996 following the decline from 1994 to 1995
resulting from management's decision during the fourth quarter of 1994 to limit
this service to a core group of customers. Revenues from these operations were
$15,047,000 in 1996, $14,996,000 in 1995 and $23,324,000 in 1994. The net
revenues from these operations were $2,768,000 in 1996, $2,864,000 in 1995 and
$6,242,000 in 1994.
Net Revenues. The Company's net revenues as a percentage of operating
revenues were 13.2%, 14.7% and 13.7%, in 1996, 1995 and 1994, respectively. Net
revenues as a percentage of operating revenues increased in 1995 due to the
growth of the Company's dedicated trucking fleets. During 1996, the Company
closed many of its unprofitable dedicated trucking operations, resulting in
decreased net revenues as a percentage of operating revenues in 1996. These
fluctuations in net revenues as a percentage of operating revenues during 1996
and 1995 have been offset by proportionate changes in operating expenses as a
percentage of operating revenues.
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In recent years, variances in the growth rate of the Company's
transportation modes has not significantly impacted the growth of net revenues,
but it has resulted in fluctuations in the growth of operating revenues and
purchased transportation costs. Brokered truck shipments, because of their
shorter length of haul, generate lower operating revenues and purchased
transportation costs per shipment than intermodal, but each produce similar net
revenues per shipment. During 1995, incremental growth of the Company's truck
brokerage business and shifts in transportation mode from intermodal to truck
carriers due to excess truck capacity resulted in an increase in operating
revenues of only 7%. Net revenue growth, however, was comparable to the increase
in volume due to similar net revenues on a per shipment basis. In 1996, brokered
truck shipments and intermodal shipments each grew incrementally, resulting in
net revenue growth which was more comparable to the growth of operating revenues
and purchased transportation costs.
Operating Expenses - As discussed above in net revenues, the closing
of certain dedicated trucking fleets has resulted in fluctuations in operating
expenses as a percentage of operating revenues. In general, the Company's
dedicated trucking fleets have relatively higher fixed costs compared to
operating revenues than the Company's transportation services and logistics
management operations.
Interest and Other Expense, Net - Interest and other expenses declined
46% in 1996 and 20% in 1995 due to decreased borrowings under the line of credit
as cash flow from operations have been adequate in 1996 and 1995 to cover most
of the Company's operating needs and capital requirements.
Provision for Income Taxes - The Company's effective tax rates were
42%, 41%, and 41.5% in 1996, 1995 and 1994, respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital needs have been met through cash flow
from operations and a line of credit from a lending institution. Mark VII
maintains a $20 million line of credit which bears interest at 1/2% over the
bank's prime rate. The original term of the line of credit expires in July 1997,
but may be extended, by mutual agreement of the lender and the Company, for
subsequent periods of one year each, thereafter. The Company pays a fee of 1.5%
on outstanding letters of credit and a commitment fee of .38% on the average
daily unused portion of the line. The line is secured by accounts receivable and
other assets of Mark VII and is guaranteed by the Company. At December 28, 1996,
$32,000 was outstanding on the line of credit and letters of credit totaling
$7,769,000 had been issued on Mark VII's behalf to secure insurance deductibles
and purchases of operating services, resulting in a remaining balance available
to borrow of $12,199,000.
Among other restrictions, the terms of the line of credit require that
the Company earn $2,000,000 in consolidated income from continuing operations
annually and maintain consolidated tangible net worth of $21,000,000 in 1996 and
$23,000,000 thereafter and obtain approval of the lender before paying
dividends. The line of credit agreement allows for adjustments to the net worth
requirements under certain circumstances, one of which is the repurchase of the
Company's stock. After adjustment for stock repurchases, the consolidated
tangible net worth required to be maintained for 1996 is $16,000,000.
At December 28, 1996, the Company had a ratio of current assets to
current liabilities of approximately 1.32 to 1. Management believes that the
Company will have sufficient cash flow from operations and borrowing capacity to
cover its operating needs and capital requirements for the foreseeable future.
OTHER INFORMATION
Except for the historical information contained herein, this document
contains forward-looking statements based on management's current expectations
of the Company's near term results, based on current information available
pertaining to the Company. Actual future results and trends may differ
materially depending on a variety of factors, including competition in the
marketplace, changes in the carrier base, changes in capacity and changes in
government regulations.
Results of operations in the transportation industry generally show a
seasonal pattern, as customers reduce shipments during and after the winter
holiday season. In recent years, the Company's operating income and earnings
have been higher in the second and third quarters than in the first and fourth
quarters.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required under this item and set forth
elsewhere in this Form 10-K as indicated in the following index are incorporated
herein by reference.
Index to Consolidated Financial Statements
Page
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Consolidated Balance Sheets.................................................... 15
Consolidated Statements of Income.............................................. 16
Consolidated Statements of Shareholders' Investment ........................... 17
Consolidated Statements of Cash Flows.......................................... 18
Notes to Consolidated Financial Statements..................................... 19
Report of Independent Public Accountants....................................... 26
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The sections entitled "Election of Directors" and "Executive Officers
and Key Employees" of the Company's Notice of 1997 Annual Meeting of
Shareholders and Proxy Statement which will be filed within 120 days of December
28, 1996 are incorporated herein by reference.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
The information required hereunder is incorporated by reference from
the section entitled "Compliance with Section 16(a) of the Securities Exchange
Act of 1934" of the Company's Notice of 1997 Annual Meeting of Shareholders and
Proxy Statement which will be filed within 120 days of December 28, 1996.
ITEM 11, 12, AND 13. EXECUTIVE COMPENSATION, SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT, AND CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
The information required under these items is incorporated by reference
from the Company's Notice of 1997 Annual Meeting of Shareholders and Proxy
Statement which will be filed within 120 days of December 28, 1996.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
All financial statements of the Registrant as set forth under Item 8 of
this Annual Report on Form 10-K.
(2) Financial Statement Schedules
Schedule
Number Description Page of 1996 10-K
------ ----------- -----------------
II Valuation and Qualifying Accounts 27
The report of the Registrant's independent public accountants with
respect to the above-listed financial statements and financial statement
schedule appears on page 26 of this Annual Report on Form 10-K.
All other financial schedules not listed above have been omitted since
the required information is included in the consolidated financial statements or
the notes thereto, or is not applicable or required.
(3) Exhibits
Exhibit Page Number or Incorporation
Number Description by Reference to
- ------ ----------- ---------------
2 Agreement and Plan of Merger dated as of May 2, Annex A to Proxy Statement for
1996 between Mark VII, Inc., a Missouri 1996 Annual Meeting of Shareholders
corporation ("Mark VII Missouri"), and Mark VII,
Inc., a Delaware corporation and wholly owned
subsidiary of Mark VII Missouri.
3(a) Certificate of Incorporation Annex B to Proxy Statement for
1996 Annual Meeting of Shareholders
3(b) By-Laws of Mark VII, Inc. Annex C to Proxy Statement for
1996 Annual Meeting of Shareholders
10.1 * MNX Incorporated Amended and Restated 1986 Exhibit 10(g) to 1990 Annual
Incentive Stock Option Plan Report on Form 10-K
10.2 * Amendment No. 5 to the MNX Incorporated Exhibit 10(g) to 1991 Annual
Amended and Restated 1986 Incentive Stock Report on Form 10-K
Option Plan
10.3 * MNX Incorporated 1992 Non-Qualified Stock Exhibit 10(s) to 1991 Annual
Option Plan Report on Form 10-K
10.4 * MNX Incorporated Stock Appreciation Rights Exhibit 10(o) to 1992 Annual
Program, dated April 24, 1990 Report on Form 10-K
10.5 * Employment and Noncompete Agreement between Exhibit 3 to Current Report on Form
R.C. Matney and the Registrant dated as of 8-K dated May 9, 1995
April 1, 1992. Revised Addendum to Employment
and Noncompete Agreement dated as of July 1, 1994
10.6 * Employment and Noncompete Agreement between Exhibit 4 to Current Report on Form
J. Michael Head and the Registrant dated as of 8-K dated May 9, 1995
August 1, 1992. Addendum to Employment and
Noncompete Agreement between J. Michael Head
and the Registrant dated as of February 1, 1995
11
13
Exhibit Page Number or Incorporation
Number Description by Reference to
- ------ ----------- ---------------
10.7 * Employment and Noncompete Agreement between Exhibit 5 to Current Report on Form
David H. Wedaman and the Registrant dated 8-K dated May 9, 1995
as of January 1, 1992
10.8 * Employment and Noncompete Agreement between Exhibit 6 to Current Report on Form
Robert E. Liss and Jupiter Transportation, Inc., 8-K dated May 9, 1995
an indirect wholly owned subsidiary of the Registrant,
dated as of July 1, 1994
10.9 * Employment and Noncompete Agreement between Exhibit 7 to Current Report on Form
James T. Graves and the Registrant dated as of 8-K dated May 9, 1995
August 1, 1992
10.10 * Employment and Noncompete Agreement between Exhibit 10.10 to 1995 Annual Report
Michael J. Musacchio and Mark VII Logistics, a on Form 10-K
Division of Mark VII Transportation Co., Inc., a
wholly owned subsidiary of the Registrant dated
as of June 1, 1995. Addendum to Employment and
Noncompete Agreement between Michael J.
Musacchio and Mark VII Logistics dated as of
September 1, 1995.
10.11 Amended and Restated Loan and Security Agreement Exhibit 10.1 to Quarterly Report
Schedule and Promissory Note, dated August 10, 1994, on Form 10-Q for the period ended
by and among Missouri-Nebraska Express, Inc., Mark July 2, 1994
VII Transportation Company, Inc., TemStar, Inc. and
Marine Midland Business Loans, Inc.
10.12 Amended and Restated Guaranty, Surety Agreement Exhibit 10.2 to Quarterly Report
and Security Agreement, dated August 10, 1994 by on Form 10-Q for the period ending
Mark VII, Inc. in favor of Marine Midland Business July 2, 1994
Loans, Inc.
10.13 Guaranty, Surety Agreement and Security Agreement, Exhibit 10.3 to Quarterly Report
dated August 10, 1994 by MNX Carriers, Inc. in favor of Form 10-Q for the period ending
of Marine Midland Business Loans, Inc. July 2, 1994
10.14 Amendment No. 1 to the Amended and Restated Exhibit 10.1 to Quarterly Report
Loan and Security Agreement, Schedule and on Form 10-Q for the period ended
Promissory Note, dated October 28, 1994, by and October 1, 1994
among Missouri-Nebraska Express, Inc., Mark VII
Transportation Company, Inc., TemStar, Inc. and
Marine Midland Business Loans, Inc.
10.15 Letter Agreement dated October 28, 1994 by and Exhibit 10.2 to Quarterly Report
among Missouri-Nebraska Express, Inc., Mark VII on Form 10-Q for the period ended
Transportation Company, Inc., MNX Carriers, Inc., October 1, 1994
TemStar, Inc., Mark VII, Inc. and Marine Midland
Business Loans, Inc.
10.16 * Amendment Number 1 to the Mark VII, Inc. 1992 Exhibit 99.1 to Registration
Non-Qualified Stock Option Plan (formerly the MNX Statement on Form S-8 (SEC File
Incorporated 1992 Non-Qualified Stock Option Plan) No. 33-86174)
dated September 22, 1994
12
14
Exhibit Page Number or Incorporation
Number Description by Reference to
- ------ ----------- ---------------
10.17 Asset Purchase Agreement dated June 17, 1994 by Appendix B to Proxy Statement for
and among Swift Transportation Co., Inc. (Nevada), 1994 Annual Meeting of Shareholders
Swift Transportation Co., Inc. (Arizona), Mark VII,
Inc., MNX Carriers, Inc., and Missouri-Nebraska
Express, Inc.
10.18 Amendment No. 1 to Asset Purchase Agreement Exhibit 10.14 to 1994 Annual
dated September 30, 1994 by and among Swift Report on Form 10-K
Transportation Co., Inc. (Nevada), Swift
Transportation Co., Inc. (Arizona), Mark VII,
Inc., MNX Carriers, Inc., and Missouri-Nebraska
Express, Inc.
10.19 Mark VII, Inc. 1995 Omnibus Stock Incentive Appendix A to Proxy Statement for
Plan 1995 Annual Meeting of Shareholders
10.20 Amendment No. 1 to the Mark VII, Inc. 1995 Annex E to Proxy Statement for 1995
Omnibus Stock Incentive Plan Annual Meeting of Shareholders
11 Statement re: Computation of Earnings per Share Filed herewith
21 Subsidiaries of Registrant Filed herewith
23 Consent of Independent Public Accountants Filed herewith
27 Financial Data Schedule Filed herewith
- ----------------
* Management contracts or compensatory plans
(b) Reports on Form 8-K
None
13
15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
MARK VII, INC.
By: /s/ R.C. Matney
--------------------------------
R. C. Matney
Chairman of the Board, President
and Chief Executive Officer
Date: March 26, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ R.C. Matney Chairman of the Board, President, March 26 , 1997
- ------------------------------- Chief Executive Officer and Director
R. C. Matney
/s/ Philip L. Dunavant Vice President-Finance, Chief Financial March 26, 1997
- ------------------------------- Officer (Principal Financial and Accounting
Philip L. Dunavant Officer)
/s/ James T. Graves Vice Chairman, Secretary, General Counsel March 26, 1997
- -------------------------------- and Director
James T. Graves
/s/ David H. Wedaman Executive Vice President, Chief Operating March 26, 1997
- -------------------------------- Officer and Director
David H. Wedaman
/s/ Douglass Wm. List Director March 26, 1997
- --------------------------------
Douglass Wm. List
/s/ William E. Greenwood Director March 26, 1997
- --------------------------------
William E. Greenwood
/s/ Jay U. Sterling Director March 26, 1997
- --------------------------------
Dr. Jay U. Sterling
/s/ Thomas J. Fitzgerald Director March 26, 1997
- --------------------------------
Thomas J. Fitzgerald
14
16
MARK VII, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share amounts)
DECEMBER 28, DECEMBER 30,
1996 1995
-------- --------
ASSETS
Current Assets:
Cash and cash equivalents ....................................................... $ 959 $ 272
Accounts receivable, less allowances of $1,693 and
$1,336 in 1996 and 1995, respectively ......................................... 73,315 55,778
Notes and other receivables, less allowances of $1,611
and $2,038 in 1996 and 1995, respectively ..................................... 7,583 6,789
Other current assets ............................................................ 1,131 1,415
-------- --------
Total current assets .......................................................... 82,988 64,254
-------- --------
Deferred Income Taxes .............................................................. 946 1,385
-------- --------
Property and Equipment, at cost:
Transportation equipment ........................................................ 4,915 5,100
Computer equipment, furniture and other ......................................... 3,817 3,292
-------- --------
8,732 8,392
Less: Accumulated depreciation ................................................. 4,214 3,993
-------- --------
Net property and equipment .................................................... 4,518 4,399
-------- --------
Net Assets of Discontinued Operations .............................................. 2,605 2,008
-------- --------
Intangible and Other Assets ........................................................ 2,540 4,106
-------- --------
$ 93,597 $ 76,152
======== ========
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities:
Accrued transportation charges ................................................. $ 52,734 $ 43,246
Deferred income taxes ........................................................... 2,193 1,286
Other current and accrued liabilities ........................................... 8,031 5,020
-------- --------
Total current liabilities ..................................................... 62,958 49,552
-------- --------
Long-Term Obligations .............................................................. 601 712
-------- --------
Contingencies and Commitments (Note 5)
Shareholders' Investment:
Common stock, $.10 par value, authorized 10,000,000 shares; issued 4,950,522
shares in 1996 and 4,888,761 shares in 1995 ................................... 495 489
Paid-in capital ................................................................. 28,665 27,875
Retained earnings ............................................................... 6,732 960
-------- --------
35,892 29,324
Less: Treasury stock, at cost, 332,000 shares in 1996 and 200,000 shares in 1995 (5,854) (3,436)
-------- --------
Total shareholders' investment ................................................ 30,038 25,888
-------- --------
$ 93,597 $ 76,152
======== ========
The accompanying notes are an integral part of these balance sheets.
15
17
MARK VII, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
FOR THE YEARS ENDED
------------------------------------------------
DECEMBER 28, DECEMBER 30, DECEMBER 31,
1996 1995 1994
----------- ----------- -----------
Operating Revenues ................................................ $ 563,913 $ 459,160 $ 428,772
Transportation Costs .............................................. 489,292 391,845 370,232
----------- ----------- -----------
Net Revenues ...................................................... 74,621 67,315 58,540
Operating Expenses:
Salaries and related costs ..................................... 16,501 16,170 13,926
Selling, general and administrative ............................ 47,915 42,656 37,767
----------- ----------- -----------
Total Operating Expenses ..................................... 64,416 58,826 51,693
----------- ----------- -----------
Operating Income .................................................. 10,205 8,489 6,847
Other Expense (Income):
Interest expense ............................................... 266 494 685
Interest income ................................................ (177) (193) (270)
Other .......................................................... 164 164 165
----------- ----------- -----------
Total Other Expense, Net ..................................... 253 465 580
----------- ----------- -----------
Income From Continuing Operations Before Income Taxes ............. 9,952 8,024 6,267
Provision For Income Taxes ........................................ 4,180 3,290 2,600
----------- ----------- -----------
Income From Continuing Operations ................................. 5,772 4,734 3,667
Loss On Discontinued Operations (less income tax benefit of $1,160) -- -- (1,286)
----------- ----------- -----------
Net Income ........................................................ $ 5,772 $ 4,734 $ 2,381
=========== =========== ===========
Earnings Per Share:
Income from continuing operations ............................ $ 1.20 $ .95 $ .75
Loss on discontinued operations .............................. -- -- (.26)
----------- ----------- -----------
Net income ................................................... $ 1.20 $ .95 $ .49
=========== =========== ===========
Average Common Shares and Equivalents Outstanding ................. 4,808,000 4,995,000 4,901,000
The accompanying notes are an integral part of these statements.
16
18
MARK VII, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT
(In thousands)
COMMON STOCK PAID-IN RETAINED TREASURY
SHARES AMOUNT CAPITAL EARNINGS STOCK TOTAL
------ ------ ------- -------- ----- -----
Balance, January 1, 1994 .............. 4,776 $477 $26,724 $(6,155) $ -- $ 21,046
Net income ......................... -- -- -- 2,381 -- 2,381
Issuance of common stock under
stock-based compensation plans ... 5 1 45 -- -- 46
----- ---- ------- ------- ------- --------
Balance, December 31, 1994 ............ 4,781 478 26,769 (3,774) -- 23,473
Net income ......................... -- -- -- 4,734 -- 4,734
Issuance of common stock under
stock-based compensation plans ... 107 11 1,106 -- -- 1,117
Purchase of treasury stock (200,000
shares) .......................... -- -- -- -- (3,436) (3,436)
----- ---- ------- ------- ------- --------
Balance, December 30, 1995 ............ 4,888 489 27,875 960 (3,436) 25,888
Net income ......................... -- -- -- 5,772 -- 5,772
Issuance of common stock under
stock-based compensation plans ... 63 6 790 -- -- 796
Purchase of treasury stock (132,000
shares) .......................... -- -- -- -- (2,418) (2,418)
----- ---- ------- ------- ------- --------
Balance, December 28, 1996 ............ 4,951 $495 $28,665 $ 6,732 $(5,854) $ 30,038
===== ==== ======= ======= ======= ========
The accompanying notes are an integral part of these statements.
17
19
MARK VII, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
FOR THE YEARS ENDED
-----------------------------------------
DECEMBER 28, DECEMBER 30, DECEMBER 31,
1996 1995 1994
-------- -------- --------
Operating Activities:
Net income ............................................... $ 5,772 $ 4,734 $ 2,381
Adjustments to reconcile net income to
net cash provided by operating activities:
Loss on discontinued operations ...................... -- -- 1,286
Depreciation ......................................... 1,130 1,154 1,268
Amortization ......................................... 254 330 361
Provision for doubtful accounts and notes receivable . 2,014 2,102 972
Provision for deferred income taxes .................. 1,803 2,139 652
Changes in assets and liabilities:
Accounts receivable ................................ (19,009) (5,171) (12,614)
Accrued transportation charges ..................... 9,488 9,599 7,510
Other .............................................. 3,846 (2,351) (1,218)
-------- -------- --------
Net cash provided by operating activities ................ 5,298 12,536 598
-------- -------- --------
Investing Activities:
Additions to property and equipment ...................... (1,821) (767) (1,852)
Retirements of property and equipment .................... 572 524 532
-------- -------- --------
Net cash used for investing activities ................... (1,249) (243) (1,320)
-------- -------- --------
Financing Activities:
Exercise of stock options ................................ 494 769 46
Repayments of long-term obligations ...................... (183) (1,419) (479)
Net repayments under line of credit ...................... (658) (7,856) (2,530)
Purchase of treasury stock ............................... (2,418) (3,436) --
Other .................................................... -- -- (244)
-------- -------- --------
Net cash used for financing activities ................... (2,765) (11,942) (3,207)
-------- -------- --------
Net cash provided by (used in) continuing operations ........ 1,284 351 (3,929)
Net cash provided by (used in) discontinued operations ...... (597) (1,325) 4,884
-------- -------- --------
Net increase (decrease) in cash and cash equivalents ........ 687 (974) 955
Cash and cash equivalents:
Beginning of year ........................................ 272 1,246 291
-------- -------- --------
End of year .............................................. $ 959 $ 272 $ 1,246
======== ======== ========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for:
Interest ............................................... $ 196 $ 361 $ 685
Income taxes, net of refunds received .................. 2,731 1,180 852
Supplemental Schedule of Non-cash Financing Activities:
Direct financings under debt and capital lease obligations $ -- $ 77 $ 2,459
The accompanying notes are an integral part of these statements.
18
20
MARK VII, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
REPORTING ENTITY AND PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include Mark VII, Inc., a Delaware
corporation, and its wholly owned subsidiaries, collectively referred to herein
as the "Company." The Company is a sales, marketing and service organization
that acts as a provider of transportation services and a transportation
logistics manager. The Company has a network of transportation sales personnel
that provides services throughout the United States, as well as Mexico and
Canada. The principal operations of the Company are conducted by its
transportation services subsidiary, Mark VII Transportation Company, Inc. ("Mark
VII"). As a result of the sale of substantially all of the assets of the
Company's truckload subsidiaries completed on October 3, 1994 (the "Asset
Sale"), the operations of MNX Carriers, Inc. ("Carriers") and its subsidiaries
(Missouri-Nebraska Express, Inc. ("Mo-Neb"), MNX Trucking, Inc. and MNX
Transport, Inc.) are reported as a discontinued operation in these consolidated
financial statements.
REVENUE
Revenues earned as a third party agent include the carriers' charges for
carrying the shipment plus commissions and fees, as well as revenues from fixed
fee arrangements on a portion of the Company's integrated logistics projects.
Revenues and related expenses are recognized on completion of the Company's
service obligation.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation and amortization of
property and equipment are provided using the straight-line method based on the
estimated useful lives of the respective assets as follows:
Transportation equipment 3 to 7 years
Computer equipment, furniture and other 3 to 10 years
The accompanying financial statements include depreciation expense of
$1,130,000, $1,154,000 and $1,268,000 in 1996, 1995 and 1994, respectively.
CASH AND CASH EQUIVALENTS
The Company considers cash on hand, deposits in banks, certificates of deposit
and short-term marketable securities with maturities of 90 days or less when
purchased, as cash and cash equivalents.
The Company utilizes a cash management system under which cash overdrafts exist
in the book balances of its primary disbursing accounts. These overdrafts
represent the uncleared checks in the disbursing accounts. The cash amounts
presented in the consolidated financial statements represent balances on deposit
at other locations, prior to their transfer to the primary disbursing accounts.
Uncleared checks of $6,515,000 and $7,059,000 are included in accrued
transportation charges at December 28, 1996 and December 30, 1995, respectively.
19
21
INTANGIBLE ASSETS
Goodwill and other intangible assets are being amortized on the straight-line
basis over 10 to 20 years. Goodwill and other intangible assets consisted of
the following:
1996 1995
-------- --------
(in thousands)
Goodwill and other intangible assets...............$ 3,321 $ 3,321
Less accumulated amortization...................... 1,437 1,222
-------- --------
$ 1,884 $ 2,099
======== ========
FISCAL YEAR
The Company's fiscal year ends on the Saturday nearest December 31. Operations
in 1994, 1995 and 1996 included 52 weeks.
EARNINGS PER SHARE
Earnings per share are computed by dividing income by the average common shares
outstanding plus the dilutive effect of common stock equivalents outstanding,
using the treasury stock method based on the average market price of the
Company's common stock. Fully diluted earnings per share are not materially
different from primary earnings per share.
NEW ACCOUNTING PRONOUNCEMENT
A new accounting pronouncement, Statement of Financial Accounting Standards
(SFAS) No. 121 "Accounting for Impairment of Long-Lived Assets and For
Long-Lived Assets to be Disposed Of" was issued in March, 1995 and became
effective for fiscal years beginning after December 15, 1995. The adoption of
this accounting standard did not have a material effect on the Company's results
of operations or consolidated financial position.
RECLASSIFICATIONS
Certain reclassifications have been made to the 1994 and 1995 financial
statements to conform to the 1996 presentation.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
(2) CREDIT FACILITY
Mark VII has a $20 million line of credit agreement. This line bears interest at
1/2% over the bank's prime rate. The original term of the line of credit expires
in July 1997, but may be extended, by mutual agreement of the lender and the
Company, for subsequent periods of one year each, thereafter. The Company pays a
fee of 1.5% on outstanding letters of credit and a commitment fee of .38% on the
average daily unused portion of the line. The line is secured by accounts
receivable and other assets of Mark VII and is guaranteed by the Company. The
available line of credit at December 28, 1996 was $12,199,000. Letters of credit
totaling $7,769,000 have been issued on the Company's behalf to secure insurance
deductibles and purchases of operating services.
20
22
The following is a summary of data on the line of credit:
1996 1995 1994
---- ---- ----
(dollars in thousands)
Balance outstanding at end of period..................... $ 32 $ 690 $ 8,546
Average amount outstanding............................... 75 1,596 5,465
Maximum month end balance outstanding.................... 1,750 9,310 14,853
Interest rate at year end................................ 8.8% 9.0% 9.0%
Weighted average interest rate........................... 8.8% 9.3% 8.8%
Among other restrictions, the terms of the line of credit require that the
Company earn $2,000,000 in consolidated income from continuing operations
annually and maintain consolidated tangible net worth of $21,000,000 in 1996 and
$23,000,000 thereafter and obtain approval of the lender before paying
dividends. The agreement allows for adjustments to these amounts under certain
circumstances, one of which is the repurchase of the Company's stock. After
adjustment for stock repurchases, the consolidated tangible net worth required
to be maintained for 1996 is $16,000,000.
(3) INCOME TAXES
The Company files a consolidated income tax return with its subsidiaries and, as
agreed, the consolidated income tax provision is allocated among the members of
the consolidated group based on their respective contributions to consolidated
income before income taxes.
Components of the provision for income taxes consisted of the following:
1996 1995 1994
---- ---- ----
(in thousands)
Federal -
Currently payable ........................................... $1,833 $ 709 $ 1,002
Deferred .................................................... 1,610 1,910 794
------ ------ -------
Total federal ............................................ 3,443 2,619 1,796
State -
Currently payable ........................................... 544 442 415
Deferred .................................................... 193 229 (142)
------ ------ -------
Total state .............................................. 737 671 273
Taxes paid under tax sharing agreement for tax benefits
generated by other members of the consolidated group ........ -- -- 531
------ ------ -------
$4,180 $3,290 $ 2,600
====== ====== =======
A reconciliation between the provision for income taxes and the expected taxes
using the federal statutory income tax rate of 34% follows:
1996 1995 1994
---- ---- ----
(in thousands)
Tax at statutory rate..............................$ 3,384 $ 2,729 $ 2,131
Increase from -
State income taxes, net......................... 486 443 267
Other........................................... 310 118 202
-------- -------- --------
$ 4,180 $ 3,290 $ 2,600
======== ======== ========
21
23
Deferred tax assets (liabilities) are comprised of the following:
1996 1995
------- -------
(in thousands)
Deferred Tax Assets:
Claims and other reserves ................ $ 2,381 $ 2,829
Basis difference on property and equipment 892 1,374
Other .................................... 158 12
------- -------
Total deferred tax assets ............... 3,431 4,215
------- -------
Deferred Tax Liabilities:
Prepaid expenses ......................... (1) (258)
Deferred revenue ......................... (4,677) (3,858)
------- -------
Total deferred tax liabilities .......... (4,678) (4,116)
------- -------
Net deferred tax assets (liabilities) ... $(1,247) $ 99
======= =======
(4) LONG-TERM OBLIGATIONS AND OPERATING LEASES
Long-term obligations included the following:
1996 1995
---- ----
(in thousands)
Capital lease obligations for transportation equipment,
9.1% to 11.9%, payable through 2002 ................. $715 $864
Notes payable ......................................... -- 34
---- ----
715 898
Less - Current maturities ............................. 114 186
---- ----
$601 $712
==== ====
Property and equipment included the following amounts related to capital lease
obligations:
1996 1995
-------- ------
(in thousands)
Transportation equipment................................... $ 991 $ 1,010
Less - Accumulated depreciation............................ 329 180
-------- --------
$ 662 $ 830
======== ========
Scheduled annual payments on the Company's long-term obligations and commitments
for operating leases are as follows:
Capital Leases
---------------------
Future Interest Principal Operating
Payments Portion Portion Leases
-------- ------- ------- ------
(In thousands)
1997......................................................... $ 173 $ 59 $ 114 $ 1,651
1998......................................................... 164 49 115 1,431
1999......................................................... 164 38 126 1,266
2000......................................................... 164 26 138 1,261
2001......................................................... 164 13 151 893
Thereafter................................................... 73 2 71 -
------- -------- -------- --------
$ 902 $ 187 $ 715 $ 6,502
======= ======== ======== ========
Excluded from the operating lease commitments are scheduled rentals on tractors,
trailers and containers with lease terms of one to five years which have annual
cancellation provisions. If these leases are not canceled, the additional future
lease
22
24
payments would be approximately $1,973,000, $1,249,000, $1,102,000, $1,033,000,
$460,000 and $71,000 in 1997, 1998, 1999, 2000, 2001 and thereafter,
respectively. The accompanying financial statements include rent expense of
$5,737,000, $6,220,000 and $4,795,000 in 1996, 1995 and 1994, respectively.
(5) CONTINGENCIES AND COMMITMENTS
Mark VII is a member of a limited liability company formed with a warehousing
and distribution company to provide contract management services for a number of
regional distribution centers for one of Mark VII's largest customers. ERX
Logistics, L.L.C. ("ERX"), employs management, administrative personnel, drivers
and warehousemen to operate the warehouses, tractors and trailers owned by the
customer. Mark VII has guaranteed $1 million of a $5 million line of credit to
provide working capital for ERX. This line of credit is secured by accounts
receivable of ERX.
At year end, the Company was engaged in an arbitration proceeding filed by Roger
Crouch, the Company's former Vice Chairman of the Board, as a result of the
Company's termination of his employment agreement for cause in December 1995.
Mr. Crouch was seeking payment of his annual salary of $225,000 per year for the
remaining seven years of the employment agreement, as well as certain bonus
payments. The matter was settled in January 1997. According to the terms of the
settlement, Mr. Crouch was compensated for approximately 13 months at a rate
less than the salary provided for in the original employment agreement. The
Company and Mr. Crouch also entered into a consulting agreement on February 3,
1997 with a term of approximately six years which provides for consulting fees,
at a rate less than the salary provided for in the original employment
agreement.
The Company is involved in various other legal proceedings generally incidental
to its business. While the result of any litigation contains an element of
uncertainty, the Company presently believes that the outcome of any known
pending or threatened legal proceedings or claims, or all of them combined, will
not have a material adverse effect on its results of operations or consolidated
financial position.
(6) STOCK COMPENSATION PLANS
At December 28, 1996, the Company has three stock-based compensation plans: The
1995 Omnibus Stock Incentive Plan (the "1995 Plan"), the 1992 Non-qualified
Stock Option Plan (the "1992 Plan") and the Amended and Restated 1986 Incentive
Stock Option Plan (the "1986 Plan"). No awards may be granted under the 1992 and
1986 Plans. The Company applies Accounting Principles Board (APB) Opinion No.
25, "Accounting for Stock Issued to Employees," and related Interpretations in
accounting for its plans. Accordingly, no compensation cost has been recognized
for its stock option plans. Had compensation cost for the Company's stock-based
compensation plans been determined consistent with Statement of Financial
Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation,"
the Company's net income and earnings per share would have been reduced to the
pro forma amounts indicated below (dollars in thousands, except per share
amounts):
1996 1995
--------- --------
Net Income: As reported $5,772 $4,734
Pro forma $5,617 $4,694
Primary Earnings Per Share: As reported $1.20 $ .95
Pro forma $1.17 $ .95
The effects of applying SFAS No. 123 in this pro forma disclosure may not be
indicative of future amounts because SFAS No. 123 does not apply to awards prior
to January 1, 1995, and additional awards in future years are anticipated.
Under the provisions of the Company's 1995 Plan, options may be granted to
employees of the Company and to directors who are not employees of the Company
to purchase shares of common stock at a price not less than 100% of its fair
market value at the date of grant. At December 28, 1996, 1,117,763 shares of
common stock were reserved for issuance under all of the Company's stock option
plans. Options granted have a maximum life of 10 years. Vesting requirements are
determined at the discretion of the Compensation/Stock Option Committee of the
Board of Directors. Presently, option vesting periods range from immediate
vesting to vesting over 8 years.
23
25
Beginning with the grants issued on or after January 1, 1995, the fair value of
each stock option grant was estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions:
1996 1995
--------- --------
Dividend yield none none
Expected volatility 41.0% 43.0%
Risk-free interest rate 6.8% 6.0%
Expected lives 6.5 Years 7.7 Years
A summary of the status of stock options granted under the Company's stock
option plans as of December 28, 1996, December 30, 1995 and December 31, 1994
and changes during the years ended on those dates is presented below:
1996 1995 1994
--------------------- --------------------- --------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Stock Options Shares Price Shares Price Shares Price
- ------------- ------ ----- ------ ----- ------ -----
Outstanding at beginning of year 622,349 $11.08 682,750 $10.10 398,750 $ 7.29
Granted 46,500 22.22 49,000 15.88 309,500 13.56
Exercised (59,861) 8.22 (106,702) 7.20 (5,700) 8.00
Canceled - - (2,699) 4.25 (19,800) 8.00
------- -------- -------
Outstanding at end of year 608,988 $12.21 622,349 $11.08 682,750 $10.10
======= ======== =======
Options exercisable at year-end 306,088 290,799 314,160
======= ======== =======
Options available for future grant 508,775 557,175 331,441
======= ======== =======
Weighted average fair value of
options granted during the year $10.69 $9.05
======= ========
The following table summarizes information about stock options outstanding at
December 28, 1996:
Options Outstanding Options Exercisable
-------------------------------------------- -------------------------
Wgtd. Avg.
Range of Number Remaining Wgtd. Avg. Number Wgtd. Avg
Exercise Outstanding Contractual Exercise Exercisable Exercise
Prices at 12/28/96 Life Price at 12/28/96 Price
-------- ----------- ---- ----- ----------- -----
$ 4.25 to $13.75 259,488 5.4 years $ 7.97 214,588 $ 7.58
$ 14.00 to $24.00 349,500 7.1 years 15.36 91,500 14.81
$ 4.25 to $24.00 608,988 6.4 years $ 12.21 306,088 $ 9.74
In 1990, the Company granted stock appreciation rights for 52,000 shares of the
Company's common stock at a base price of $4.25 per share to key employees of
the Company. Stock appreciation rights for 14,000 shares were outstanding at
December 28, 1996. The rights provide for cash payments to holders of the rights
for increases in the market price of the Company's common stock as of April 1 of
each year until and including April 1, 2000. The base price is adjusted each
April 1 if the market closing price on that date is greater than the previous
base price. The adjusted base prices as of April 1, 1996, 1995 and 1994 were
$17.25, $17.25 and $14.75 per share, respectively. Compensation of $203,000,
$47,000 and $85,000 was expensed under this plan in 1996, 1995 and 1994,
respectively. The 1996 compensation has been accrued based on the closing market
price of $28.25 per share on December 28, 1996.
24
26
(7) DISCONTINUED OPERATIONS
The loss on discontinued operations recorded in 1994 as a result of the sale of
substantially all of the assets of the Company's truckload operations to Swift
Transportation Co., Inc. ("Swift") in October 1994 consisted of the following
(in millions):
Costs associated with the sale................................................... $2.0
Carriers' loss from January 1, 1994 through the disposition date, including
loss on assets not acquired by Swift and obligations not assumed by Swift 1.4
Gain on assets sold to Swift..................................................... (3.3)
Severance and outplacement....................................................... 2.4
-----
2.5
Less applicable income tax benefits.............................................. 1.2
-----
Loss on discontinued operations.................................................. $ 1.3
=====
The costs associated with the sale consisted primarily of financial consulting,
legal, accounting and administrative costs. H.B. Oppenheimer & Company
Incorporated ("HBOC"), an investment banking firm controlled by one of the
Company's former outside directors, H.B. Oppenheimer, received $282,000 and
$712,000 in 1995 and 1994, respectively, for financial consulting services
provided to the Company in connection with the sale and the related refinancing
of the Company's lines of credit and equipment leases.
The remaining net assets of discontinued operations include management's best
estimates of the remaining liabilities of the discontinued operations and the
net realizable value of property held for sale. Due to uncertainties inherent in
the estimation process, it is at least reasonably possible that the Company's
estimates of these amounts could change in the near term.
(8) RELATED PARTY TRANSACTIONS
Mark VII and Carriers routinely engaged in intercompany transactions as Carriers
hauled freight for Mark VII's customers and as Mark VII brokered shipments for
Carriers' customers. Transportation costs on Mark VII's shipments hauled by
Carriers was $5,179,000 in 1994. The Company's net revenue on Carriers'
shipments brokered to Mark VII was $248,000 in 1994. Due to the treatment of
Carriers as a discontinued operation, these revenues and costs have not been
eliminated in the accompanying financial statements.
QUARTERLY FINANCIAL DATA (Unaudited):
The results of operations for each of the four quarters of 1996 and 1995 are
summarized below. The amounts below are unaudited, but, in the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of such periods have been made (in thousands,
except per share data).
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
------- ------- ------- -------
1996
- ----
Operating revenues ....... $122,030 $142,755 $143,701 $155,427
Operating income ......... 1,739 2,870 2,990 2,606
Income before income taxes 1,646 2,790 2,947 2,569
Net income ............... 955 1,618 1,709 1,490
Earnings per share ....... $ .20 $ .34 $ .36 $ .31
1995
- ----
Operating revenues ....... $105,457 $112,031 $114,852 $126,820
Operating income ......... 1,441 2,496 2,460 2,092
Income before income taxes 1,336 2,290 2,357 2,041
Net income ............... 780 1,360 1,378 1,216
Earnings per share ....... $ .16 $ .27 $ .27 $ .24
25
27
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of Mark VII, Inc.:
We have audited the accompanying consolidated balance sheets of MARK VII,
INC. (a Delaware corporation) AND SUBSIDIARIES as of December 28, 1996, and
December 30, 1995, and the related consolidated statements of income,
shareholders' investment and cash flows for each of the three years in the
period ended December 28, 1996. These financial statements and the schedule
referred to below are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and the
schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Mark VII, Inc. and
Subsidiaries as of December 28, 1996, and December 30, 1995, and the results of
their operations and their cash flows for each of the three years in the period
ended December 28, 1996, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedule II is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not a
required part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
Memphis, Tennessee,
February 11, 1997
26
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SCHEDULE II
MARK VII, INC. AND SUBSIDIARIES
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
BALANCE AT ADDITIONS
BEGINNING CHARGED TO BALANCE AT
OF YEAR EXPENSE DEDUCTIONS OTHER END OF YEAR
------- ------- ---------- ----- -----------
Allowance for doubtful accounts
(deducted from accounts receivable):
1994 ...................................... $1,052 $ 590 $ 357 $-- $1,285
1995 ...................................... 1,285 581 530 -- 1,336
1996 ...................................... 1,336 1,472 1,115 -- 1,693
Allowance for uncollectible notes
(deducted from notes and other receivables):
1994 ...................................... $ 112 $ 381 $ 65 $89 $ 517
1995 ...................................... 517 1,521 -- -- 2,038
1996 ...................................... 2,038 542 969 -- 1,611
27
29
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
11 Statement re: Computation of Earnings per Share
21 Subsidiaries of Registrant
23 Consent of Independent Public Accountants
27 Financial Data Schedule (SEC Use Only)
28