UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A2
(Amendment No. 2, amending Item 1 of Part I
and Items 6, 7 and 8 of Part II)
(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 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ............ to ............
Commission file number 0-26954
CD&L, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3350958
State or other jurisdiction of (I.R.S. Employer
Incorporation or organization Identification No.)
80 Wesley Street
South Hackensack, New Jersey 07606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 487-7740
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, par value $.001 per share American Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None
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 |_|
1
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. |_|
The number of shares of the registrant's Common Stock, $.001 par value
outstanding was 7,658,660 and the aggregate market value of voting stock held by
non-affiliates of the registrant was $2,936,048 as of April 9, 2002.
Documents Incorporated by Reference: None.
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PART I
Statements and information presented within this Annual Report on Form 10-K for
CD&L, Inc. (the "Company", "CDL", or "we") include certain statements that may
be deemed to be "forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933 (the "Securities Act") and Section 21E of the
Exchange Act. These forward-looking statements include, but are not limited to,
statements about our plans, objectives, expectations and intentions and other
statements contained in this report that are not historical facts. When used in
this report, the words "expects," "anticipates," "intends," "plans," "believes,"
"seeks" and "estimates" and similar expressions are generally intended to
identify forward-looking statements. These statements are based on certain
assumptions and analyses made by the Company in light of its experience and
perception of historical trends, current conditions, expected future
developments and other factors it believes are appropriate in the circumstances.
Such statements are subject to a number of assumptions, risks and uncertainties,
including the risk factors (Item 1. Business Description - Risk Factors)
discussed below, general economic and business conditions, the business
opportunities (or lack thereof) that may be presented to and pursued by the
Company, changes in law or regulations and other factors, many of which are
beyond the control of the Company. Readers are cautioned that any such
statements are not guarantees of future performance and that actual results or
developments may differ materially from those projected in the forward-looking
statements. All subsequent written or oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified by these factors.
Item 1. Business Description.
Overview
We are one of the leading national full-service providers of customized,
time-critical, delivery services to a wide range of commercial, industrial,
retail and E-commerce based customers. Our services are provided throughout the
United States, but concentrated on the East Coast.
In conjunction with our initial public offering in November 1995 we acquired 11
time-critical ground and air delivery businesses that operated in 52 cities
across the United States. As of December 31, 2001, we had acquired 15 additional
time-critical ground and air delivery businesses. On March 30, 2001, we
consummated a transaction providing for the sale of certain assets and
liabilities of Sureway Air Traffic Corporation, Inc., our air delivery business.
The selling price for the net assets was approximately $14,150,000 and was
comprised of $11,650,000 in cash, a subordinated promissory note (the "Note
Receivable") for $2,500,000 and contingent cash payments based upon the ultimate
development of certain liabilities retained by us. The Note Receivable bears
interest at the rate of 10.0% per annum, with interest only in monthly
installments. The entire balance of principal, plus all accrued interest, is due
and payable on March 30, 2006. As of December 31, 2001 collection of the Note
Receivable, interest accrued thereon and certain other related receivables was
in doubt. As such, the Company recorded a pre-tax charge of $2,500,000 in Other
expense, net in the accompanying financial statements in the fourth quarter of
2001 to write-off the Note Receivable and the Company recorded a pre-tax charge
of $705,000 in Discontinued Operations in the accompanying financial statements
in the fourth quarter of 2001 to write-off certain other direct expenses
incurred on behalf of Sureway for which collection is in doubt and to true-up
certain accruals that were estimated in 2000 relative to the disposition of
Sureway. Collection efforts on all amounts due will continue. Accordingly, the
financial position, operating results and the provision for loss on the
disposition of the Company's air delivery business have been segregated from
continuing operations and reclassified as a discontinued operation in the
accompanying consolidated financial statements.
-3-
We offer the following delivery services:
o rush delivery service, typically consisting of delivering
time-sensitive packages, such as critical machine parts or
emergency medical devices, from-point-to-point on an as-needed
basis;
o dedicated contract logistics, providing a comprehensive
solution to major corporations that want the control,
flexibility and image of an in-house fleet with all the
economic benefits of outsourcing;
o routed services, providing, on a recurring and often daily
basis, deliveries from pharmaceutical suppliers to pharmacies,
from manufacturers to retailers, and the inter-branch
distribution of financial documents in a commingled system;
and
o facilities management, including providing and supervising
mailroom personnel, mail and package sorting, internal
delivery and outside local messenger services.
Our Industry
The overall domestic ground delivery industry is composed largely of companies
that provide same-day, next-day and two-day delivery services. We primarily
service the same-day, time-critical delivery segment of that overall market. In
contrast, the next-day and two-day delivery market segments are dominated by
large national entities such as United Parcel Service, Inc., Federal Express
Corp. and the United States Postal Service.
We believe that the same-day delivery industry, which is currently serviced by a
fragmented system of approximately 10,000 companies that include only a small
number of large regional or national operators, is undergoing substantial growth
and consolidation. We believe that several factors, including the following, are
driving that growth and consolidation:
o Outsourcing and Vendor Consolidation. Commercial and industrial
businesses, which are major consumers of same-day delivery services,
have continued to follow the trend of concentrating on their core
business by outsourcing non-core activities. Businesses also are
increasingly seeking single-source solutions for their regional and
national same-day delivery needs rather than utilizing a number of
smaller, local delivery companies. At the same time, larger national
and international companies are looking toward decentralized
distribution systems. We believe that significant opportunities exist
for larger regional or national carriers that are able to provide a
full range of services to such businesses.
-4-
o Heightened Customer Expectations. Increasing customer demand for
specialized services such as customized billing, enhanced tracking,
storage, inventory management and just-in-time delivery capabilities
favor companies with greater resources to devote to providing those
services. The use of facsimile technology and the Internet have
increased the speed at which the processing of information and
transactions occur such that the requirements for immediate delivery of
a wide range of critical items has become commonplace. This practice
increases demand for same-day, time-critical delivery services.
o E-commerce Opportunities. The significant growth in
business-to-business and business-to-consumer customized and
time-critical services through E-commerce presents expansion
opportunities.
Our Services
We provide our customers with a full range of customized, time-critical delivery
service options.
Rush. In providing rush delivery services, or services on demand, our messengers
and drivers respond to customer requests for the immediate pick-up and delivery
of time-sensitive packages. We generally offer one-, two- and four-hour service,
on a 7-days-a-week, 24-hours-a-day basis. Our typical customers for rush service
include commercial and industrial companies, hospitals and service providers
such as accountants, lawyers, advertising and travel agencies and public
relations firms.
Scheduled. Our scheduled delivery services are provided on a recurring and often
daily basis. We typically pick up or receive large shipments of products, which
are then sorted, routed and delivered. These deliveries are made in accordance
with a customer's specific schedule that generally provides for deliveries to be
made at particular times. Typical routes may include deliveries from
pharmaceutical suppliers to pharmacies, from manufacturers to retailers, the
inter-branch distribution of financial documents, payroll data and other
time-critical documents for banks, financial institutions and insurance
companies. We also provide these services to large retailers for home delivery,
including large cosmetic companies, door-to-door retailers, catalog retailers,
home health care distributors and other direct sales companies.
Facilities Management. We provide mailroom management services, including the
provision and supervision of mailroom personnel, mail and package sorting,
internal delivery and outside local messenger services. Typical customers for
our facilities management services include commercial enterprises and
professional firms.
Dedicated Contract Logistics. We offer efficient and cost-effective dedicated
delivery solutions, such as fleet replacement solutions, dedicated delivery
systems and transportation systems management services. These services provide
major pharmaceutical wholesalers, office product companies and financial
institutions with the control, flexibility and image of an in-house fleet and
with all of the economic benefits of outsourcing.
-5-
Our Internal Operations
We operate from 67 leased facilities and 27 customer owned facilities in 21
states. The size of each facility varies, but typically includes dedicated
dispatch and order entry functions as well as delivery personnel. We accomplish
coordination and deployment of our delivery personnel either through
communications systems linked to our computers, through pagers, mobile data
units, or by radio or telephone. A dispatcher coordinates shipments for delivery
within a specific time frame. We route a shipment according to its type and
weight, the geographic distance between its origin and destination and the time
allotted for its delivery. In the case of scheduled deliveries, we design routes
to minimize the unit costs of the deliveries and to enhance route density. We
continue to deploy new hardware and software systems designed to enhance the
capture, routing, tracking and reporting of deliveries throughout our network.
To further improve customer service, we have begun to provide certain customers
the opportunity to access this information via the Internet. Full implementation
of our Internet portal is expected during 2002.
Sales and Marketing
We believe that a direct sales force most effectively reaches customers for
same-day, time-critical delivery services and, accordingly, we do not currently
engage in mass media advertising. We market directly to individual customers by
designing and offering customized service packages after determining their
specific delivery and distribution requirements. We are implementing a
coordinated major account strategy by building on established relationships with
regional and national customers. We also employ certain direct response
marketing techniques.
Many of the services we provide, such as facilities management, dedicated
contract logistics and routed delivery services are determined on the basis of
competitive bids. However, we believe that quality and service capabilities are
also important competitive factors. In certain instances, we have obtained
business by offering a superior level of service, even though we were not the
low bidder for a particular contract. We derive a substantial portion of our
revenues from customers with whom we have entered into contracts. Virtually all
of the scheduled dedicated vehicle and facilities management services that we
provide are pursuant to contracts.
Competition
The market for our delivery services is highly competitive. We believe that the
principal competitive factors in the markets in which we compete are
reliability, quality, breadth of service offerings, technology and price. We
compete on all of those factors. Most of our competitors in the time-critical
delivery market are privately held companies that operate in only one location
or within a limited service area. In addition to our time-critical delivery
services, customers also utilize next-day and second-day services. The market
for next-day and second-day services is dominated by nationwide network
providers, which have built large, capital-intensive distribution channels that
allow them to process a high volume of materials. These companies typically have
fixed deadlines for next-day or second-day delivery services. By contrast, we
specialize in on-demand deliveries or services which, by their nature, are not
governed by rigid time schedules. If one of our customers is unable to meet a
network provider's established deadline, we can pick up the shipment on-demand
and deliver it, in some cases, before the network provider's scheduled delivery
time. Our services are available 24-hours-a-day, 7-days-a-week.
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Acquisitions and Sales of Businesses
We were formed as a Delaware corporation in June 1994. As of December 31, 2001,
we had acquired 26 same-day time-critical delivery businesses, including the 11
companies that we acquired simultaneously with the commencement of our
operations in November 1995. We paid approximately $67,800,000 ($29,600,000 in
cash and 2,935,702 shares of our common stock) to acquire the 11 founding
companies. In addition to the acquisition of those companies, we acquired
certain additional assets from two companies in transactions that we accounted
for as purchases. Those acquired assets were not material.
In 1996, we acquired five additional businesses that had approximately
$15,600,000 in aggregate annual revenues. We paid approximately $3,300,000 to
acquire those companies using a combination of cash, seller-financed debt and
shares of our common stock. Subsequently, the aggregate purchase price paid for
those companies was reduced by approximately $616,000 because the actual
revenues of some of the acquired companies did not reach the revenues projected
by the sellers. We accounted for each of the 1996 acquisitions as purchases.
In 1997, we did not make any acquisitions and instead focused on internal
growth. Consistent with our change of strategic focus, in January 1997 we sold
our contract logistics subsidiary back to its founder in exchange for 137,239
shares of our common stock. In connection with that sale, we recorded a gain of
approximately $816,000 before the effect of Federal and state income taxes.
In December 1997, we sold our direct mail business for $850,000 in cash and
notes. In connection with that sale, we recorded a gain of approximately $23,000
net of Federal and state income taxes of approximately $15,000. Subsequently, in
1999 the company to which we sold our direct mail business went out of business
and defaulted on their note and the Company wrote off the remaining balance of
the note of $661,868.
In 1998, we acquired four same-day, time-critical delivery businesses that had
aggregate annual revenues of approximately $25,100,000. We paid approximately
$14,500,000 for the businesses consisting of a combination of cash, shares of
our common stock, and seller-financed debt. We accounted for each of the 1998
acquisitions as purchases.
In 1999, we acquired four same-day, time critical delivery businesses that had
aggregate annual revenues of approximately $24,800,000. We paid approximately
$12,700,000 for the businesses consisting of a combination of cash, shares of
our common stock and seller-financed debt. The acquisitions were accounted for
as purchase transactions. Under the terms of the purchase agreements, additional
payments of approximately $600,000 were made in 2000 and 2001 upon the
accomplishment of certain financial objectives.
-7-
On December 1, 2000, we made a strategic decision to dispose of our air delivery
business and accordingly have restated the accompanying balance sheets,
statements of operations and statements of cash flows to reflect such as
discontinued operations. On March 30, 2001, we consummated a transaction
providing for the sale of certain assets and liabilities of Sureway Air Traffic
Corporation, Inc., our air delivery business. The selling price for the net
assets was approximately $14,150,000 and was comprised of $11,650,000 in cash, a
subordinated promissory note (the "Note Receivable") for $2,500,000 and
contingent cash payments based upon the ultimate development of certain
liabilities retained by us. The Note Receivable bears interest at the rate of
10.0% per annum, with interest only in monthly installments. The entire balance
of principal, plus all accrued interest, is due and payable on March 30, 2006.
As of December 31, 2001 collection of the Note Receivable, interest accrued
thereon and certain other related receivables was in doubt. As such, the Company
recorded a pre-tax charge of $2,500,000 in Other expense, net in the
accompanying financial statements in the fourth quarter of 2001 to write-off the
Note Receivable and the Company recorded a pre-tax charge of $705,000 in
Discontinued Operations in the accompanying financial statements in the fourth
quarter of 2001 to write-off certain other direct expenses incurred on behalf of
Sureway for which collection is in doubt and to true-up certain accruals that
were estimated in 2000 relative to the disposition of Sureway. Collection
efforts on all amounts due will continue. As a result of this transaction and
the subsequent adjustments to certain receivables and other liabilities retained
by us, provisions for losses on the disposition of the Company's air delivery
business have been provided in Discontinued Operations in the amounts of
$465,000 and $2,807,000 (net of benefit for income taxes of $240,000 and
$125,000, respectively) for the years ended December 31, 2001 and 2000,
respectively.
On June 14, 2001, the Company consummated a transaction providing for the sale
of all the outstanding stock of National Express, Inc., the Company's Mid-West
Region subsidiary. The selling price was approximately $2,530,000 and was
comprised of $880,000 in cash and a subordinated promissory note (the
"Promissory Note") for $1,650,000. The Promissory Note bears interest at the
rate of 7.0% per annum. The Promissory Note is payable in seventeen equal
quarterly installments beginning March 14, 2002 and continuing through March 14,
2006 and a final balloon payment of approximately $1,100,000 on June 14, 2006.
As a result of the transaction, the Company recorded a $2,283,000 loss on the
sale with no related tax benefit.
Regulation
Our delivery operations are subject to various state and local regulations and,
in many instances, we require permits and licenses from state authorities. To a
limited degree, state and local authorities have the power to regulate the
delivery of certain types of shipments and operations within certain geographic
areas. Interstate and intrastate motor carrier operations are also subject to
safety requirements prescribed by the U.S. Department of Transportation ("DOT")
and by state departments of transportation. If we fail to comply with applicable
regulations, we could face substantial fines or possible revocation of one or
more of our operating permits.
Safety
We seek to ensure that all of our employee drivers meet safety standards
established by us and our insurance carriers as well as the U.S. DOT. In
addition, where required by the DOT, state or local authorities, we require that
our independent owner/operators meet certain specified safety standards. We
review prospective drivers in an effort to ensure that they meet applicable
requirements.
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Employees and Independent Contractors
As of December 31, 2001, we employed approximately 1,940 people, 1,287 as
drivers or messengers, 464 in operations, 140 in clerical and administrative
positions, 26 in sales, 16 in information technology and 7 in executive
management. We are not a party to any collective bargaining agreements. We also
had agreements with approximately 1,700 independent contractor drivers as of
December 31, 2001. We have not experienced any work stoppages and believe that
our relationship with our employees and independent contractor drivers is good.
Risk Factors
You should carefully consider the following factors as well as the other
information in this report before deciding to invest in shares of our common
stock.
We have limited capital resources.
As of December 31, 2001, we had total cash on hand and borrowing ability of
$2,200,000 under our revolving credit facility, after adjusting for the
restrictions for outstanding letters of credit and minimum availability
requirements. While we believe that cash flows from operations, together with
our recently amended borrowing facilities are sufficient to meet our liquidity
needs for the foreseeable future, no assurances can be given that cash flows
from operations will be satisfactory, that we will be able to satisfy all terms
and covenants of our lending arrangements and/or that additional borrowing
capacity will be available, if required. Our revolving credit facility, as
amended, expires on January 31, 2003. We are currently in negotiations with two
financial institutions for a replacement credit facility. No assurances can be
given that such negotiations will result in adequate replacement financing or
that we will be able to renew our existing facility.
Price competition could reduce the demand for our service.
The market for our services has been extremely competitive and is expected to be
so for the foreseeable future. Price competition is often intense, particularly
in the market for basic delivery services where barriers to entry are low.
Claims above our insurance limits, or significant increases in our insurance
premiums, may reduce our profitability.
We utilize the services of approximately 720 employee drivers. From time to time
some of those drivers are involved in automobile accidents. We currently carry
liability insurance of $1,000,000 for each driver accident, subject to
applicable deductibles (generally $250,000 per occurrence) and carry umbrella
coverage up to $10,000,000 in the aggregate. However, claims against us may
exceed the amounts of our insurance coverage. If we were to experience a
material increase in the frequency or severity of accidents, liability claims or
workers' compensation claims, or unfavorable resolutions of claims, our
operating results could be materially affected.
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As a same-day delivery company, our ability to service our clients effectively
is often dependent upon factors beyond our control.
Our revenues and earnings are especially sensitive to events that are beyond our
control that affect the same-day delivery services industry, including:
o extreme weather conditions;
o economic factors affecting our significant customers;
o mergers and consolidations of existing customers;
o fluctuations in fuel prices; and
o shortages of labor, mainly drivers and messengers.
In addition, demand for our same-day delivery services may decrease as a result
of downturns in the level of general economic activity and employment.
Our reputation will be harmed, and we could lose customers, if the information
and telecommunications technologies on which we rely fail to adequately perform.
Our business depends upon a number of different information and
telecommunication technologies as well as the ability to develop and implement
new technology enabling us to manage and process a high volume of transactions
accurately and timely. Any impairment of our ability to process transactions in
this way could result in the loss of customers and diminish our reputation.
Governmental regulation of the transportation industry, particularly with
respect to our independent contractors, may substantially increase our operating
expenses.
From time to time, federal and state authorities have sought to assert that
independent contractors in the transportation industry, including those utilized
by us, are employees rather than independent contractors. We believe that the
independent contractors that we utilize are not employees under existing
interpretations of federal and state laws. However, federal and state
authorities have and may continue to challenge this position. Further, laws and
regulations, including tax laws, and the interpretations of those laws and
regulations, may change. If, as a result of changes in laws, regulations,
interpretations or enforcement by federal or state authorities, we become
required to pay for and administer added benefits to independent contractors,
our operating costs could substantially increase.
-10-
Shareholders will experience dilution when we issue the additional shares of
common stock that we are permitted or required to issue under convertible notes,
options and warrants.
We are permitted, and in some cases obligated, to issue shares of common stock
in addition to the common stock that is currently outstanding. If and when we
issue these shares, the percentage of the common stock currently issued and
outstanding will be diluted. The following is a summary of additional shares of
common stock that we have currently reserved for issuance as of December 31,
2001:
o 506,250 shares are issuable upon the exercise of outstanding warrants at
an exercise price of $.001 per share.
o 3,625,000 shares are issuable upon the exercise of options or other
benefits under our employee stock option plan, consisting of:
o outstanding options to purchase 1,846,216 shares at a weighted
average exercise price of $3.30 per share, of which options
covering 1,587,872 shares were exercisable as of December 31,
2001; and
o 1,778,784 shares available for future awards after December 31,
2001.
o 100,000 shares are issuable upon the exercise of options or other
benefits under our independent director stock option plan, consisting
of:
o outstanding options to purchase 97,500 shares at a weighted
average exercise price of $2.28 per share, of which options
covering 97,500 shares were exercisable as of December 31, 2001;
and
o 2,500 shares available for future awards after December 31,
2001.
o 524,961 shares are issuable upon the exercise of outstanding convertible
notes at a weighted average exercise price of $6.54 per share.
Our success is dependent on the continued service of our key management
personnel.
Our future success depends, in part, on the continued service of our key
management personnel. If certain employees, including those individuals
identified to leading the product-driven groups were unable or unwilling to
continue in their present positions, our business, financial condition,
operating results and future prospects could be materially adversely affected.
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If we fail to maintain our governmental permits and licenses, we may be subject
to substantial fines and possible revocation of our authority to operate our
business in certain jurisdictions.
Our delivery operations are subject to various state, local and federal
regulations that in many instances require permits and licenses. If we fail to
maintain required permits or licenses, or to comply with applicable regulations,
we could be subject to substantial fines or our authority to operate our
business in certain jurisdictions could be revoked.
Our certificate of incorporation, by-laws, shareholder rights plan and Delaware
law contain provisions that could discourage a takeover that current
shareholders may consider favorable.
Provisions of our certificate of incorporation, by-laws and our shareholder
rights plan, as well as Delaware law, may discourage, delay or prevent a merger
or acquisition that you may consider favorable. These provisions of our
certificate of incorporation and by-laws:
o establish a classified board of directors in which only a
portion of the total number of directors will be elected at
each annual meeting;
o authorize the board to issue preferred stock;
o prohibit cumulative voting in the election of directors;
o limit the persons who may call special meetings of
stockholders;
o prohibit stockholder action by written consent; and
o establish advance notice requirements for nominations for
the election of the board of directors or for proposing
matters that can be acted on by stockholders at
stockholder meetings.
In addition, we have adopted a Stockholder Protection Rights Plan in order to
protect against offers to acquire us that our Board of Directors believe to be
inadequate or not otherwise in our best interests. There are, however, certain
possible disadvantages to having the Plan in place, which might adversely impact
us. The existence of the Plan may limit our flexibility in dealing with
potential acquirers in certain circumstances and may deter potential acquirers
from approaching us.
Executive Management
Albert W. Van Ness, Jr., 59, has served as the Chairman of the Board, Chief
Executive Officer and Director of CDL since February 1997. He was formerly the
President and Chief Operating Officer of Club Quarters, LLC, a privately held
hotel management company and remains a member partner. In the early nineties,
Mr. Van Ness served as Director of Managing People & Productivity, a senior
management consulting firm. During most of the eighties, Mr. Van Ness held
various executive positions with Cunard Line Limited, a passenger ship and
luxury hotel company, including Executive Vice President and Chief Operating
Officer of the Cunard Leisure Division and Managing Director and President of
the Hotels and Resorts Division. Earlier in his career Mr. Van Ness served as
the President of Seatrain Intermodal Services, Inc., a cargo shipping company.
Mr. Van Ness held various management positions at the start of his professional
life with Ford Motor Company, Citibank and Hertz. Mr. Van Ness majored in
Sociology and Economics and received a B.A. and M.A. degree and completed his
coursework towards his doctorate in Economics. He attended Duke University,
Northern State University, South Dakota State University and Syracuse
University. Mr. Van Ness has belonged to the New York Athletic Club, the Yale
Club, the Chemists' Club and Knollwood Country Club.
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William T. Brannan, 53, has served as the President and Chief Operating Officer
of CDL since November 1994. From January 1991 until October 1994, Mr. Brannan
served as President, Americas Region - US Operations, for TNT Express Worldwide,
a major European-based overnight express delivery company. Mr. Brannan has 25
years of experience in the transportation and logistics industry.
Michael Brooks, 47, has served as Director of the Company since December 1995
and as Group Operations President since December 2000. Mr. Brooks previously had
been Southeast Region Manager since August 1996 and the President of Silver Star
Express, Inc., a subsidiary of the Company, since November 1995. Prior to the
merger of Silver Star Express, Inc. into the Company, Mr. Brooks was President
of Silver Star Express, Inc. since 1988. Mr. Brooks has 25 years of experience
in the same-day delivery and distribution industries. In addition, Mr. Brooks is
currently a Director of the Express Carriers Association, an associate member of
the National Small Shipment Traffic Conference and an affiliate of the American
Transportation Association.
Russell J. Reardon, 52, has served as Vice President - Chief Financial Officer
since November 1999. Mr. Reardon previously had been Vice President - Treasurer
of CDL since January 1999. Prior thereto, from September 1998 until January 1999
Mr. Reardon was Chief Financial Officer, Secretary and Vice President - Finance
of Able Energy, Inc. a regional home heating oil supplier. From April 1996 until
June 1998 Mr. Reardon was Chief Financial Officer, Secretary and Vice President
- - Finance of Logimetrics, Inc. a manufacturer of broad-band wireless
communication devices.
Mark Carlesimo, 48, has served as Vice President - General Counsel and Secretary
of CDL since September 1997. From July 1983 until September 1997, Mr. Carlesimo
served as Vice President of Legal Affairs of Cunard Line Limited. Earlier in his
career, Mr. Carlesimo served as Staff Counsel to Seatrain Lines, Inc., a cargo
shipping company and was engaged in the private practice of law. He majored in
economics at Fordham University and received his law degree from Fordham
University School of Law.
Anthony Guzzo, 29, was appointed Vice President - Treasurer in March 2002. Prior
to his appointment, Mr. Guzzo served as the Company's Assistant Treasurer since
January 2001. Mr. Guzzo previously had been the Company's Director of Financial
Reporting since June 2000 and before that was a manager in the Consumer Products
and Services Division of Arthur Andersen LLP.
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Jeremy Weinstein, 39, has served as Vice President - Controller since November
1999. Prior to his appointment, Mr. Weinstein served as the Company's Northeast
Region Controller since March 1997 and before that was controller of the
Company's Manhattan operation.
Item 2. Properties.
As of December 31, 2001, the Company operated from 67 leased facilities (not
including 27 customer-owned facilities). These facilities are principally used
for operations, general and administrative functions and training. In addition,
several facilities also contain storage and warehouse space. The table below
summarizes the location of the Company's current leased facilities.
State Number of Leased Facilities
---------------------------
New York................................. 19
Florida.................................. 7
North Carolina........................... 7
California............................... 4
New Jersey............................... 3
Louisiana................................ 3
Indiana.................................. 2
Maine.................................... 2
Massachusetts............................ 2
Ohio..................................... 2
Oklahoma................................. 2
Pennsylvania............................. 2
South Carolina........................... 2
Tennessee................................ 2
Washington............................... 2
Arkansas................................. 1
Connecticut.............................. 1
Georgia.................................. 1
Maryland................................. 1
Texas.................................... 1
Vermont.................................. 1
--
Total 67
The Company's corporate headquarters is located at 80 Wesley Street, South
Hackensack, New Jersey. The Company believes that its properties are generally
well maintained, in good condition and adequate for its present needs.
Furthermore, the Company believes that suitable additional or replacement space
will be available when required.
As of December 31, 2001, the Company owned or leased approximately 600 vehicles
of various types, which are operated by drivers employed by the Company. The
Company also hires independent contractors who provide their own vehicles and
are required to carry at least the minimum amount of insurance required by state
law.
-14-
The Company's aggregate rental expense, primarily for facilities, was
approximately $8,409,000, for the year ended December 31, 2001. See Note 12 to
the Company's Consolidated Financial Statements.
Item 3. Legal Proceedings
In February 1996, Liberty Mutual Insurance Company ("Liberty Mutual") filed an
action against Securities Courier Corporation ("Securities"), a subsidiary of
the Company, Mr. Vincent Brana, an employee of the Company, and certain other
parties in the United States District Court for the Southern District of New
York. Under the terms of its acquisition of Securities, the Company had certain
rights to indemnification from Mr. Brana. In connection with the
indemnification, Mr. Brana has entered into a Settlement Agreement and executed
a Promissory Note in such amount as may be due for any defense costs or award
arising out of this suit. Mr. Brana has agreed to repay the Company on December
1, 2002, together with interest calculated at a rate per annum equal to the rate
charged the Company by its senior lender. Mr. Brana delivered 357,301 shares of
CD&L common stock to the Company as collateral for the note. On September 8,
2000 the parties entered into a settlement agreement in which Securities and Mr.
Brana agreed to pay Liberty Mutual $1,300,000. An initial payment of $650,000
was made by Securities on October 16, 2000, $325,000 plus interest at a rate of
10.5% per annum was paid in monthly installments ending July 1, 2001 and
$325,000 plus interest at a rate of 12.0% per annum is due in monthly
installments ending July 1, 2002.
At December 31, 2001 and 2000 the Company had a receivable due from Mr. Brana
totaling $2,800,000 and $2,908,000, respectively. As of December 31, 2000,
considering the market value of the collateral and Mr. Brana's failure to update
and provide satisfactory evidence to support his ability to pay the promissory
note, the Company recorded a $2,500,000 reserve against the receivable.
Recently, Mr. Brana has disputed his obligation to satisfy the amounts when they
are due.
The Company is, from time to time, a party to litigation arising in the normal
course of its business, most of which involves claims for personal injury and
property damage incurred in connection with its same-day delivery operations. In
connection therewith, the Company has recorded reserves of $575,000 and $455,000
as of December 31, 2001 and 2000, respectively.
Management believes that none of these actions, including the action described
above, will have a material adverse effect on the consolidated financial
position or results of operations of the Company.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
-15-
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The Company's Common Stock has been trading on the American Stock Exchange under
the symbol "CDV" since February 23, 1999. Prior to that date, the Company's
Common Stock was included for quotation on the Nasdaq National Market under the
symbol "CDLI." The following table sets forth the high and low sales prices for
the Common Stock for 2000 and 2001.
2000 Low High
---- --- ----
First Quarter $2.50 $3.87
Second Quarter $1.50 $2.50
Third Quarter $0.56 $1.50
Fourth Quarter $0.37 $0.75
2001 Low High
---- --- ----
First Quarter $0.37 $1.25
Second Quarter $0.33 $0.62
Third Quarter $0.40 $0.62
Fourth Quarter $0.30 $0.49
On April 9, 2002, the last reported sale price of the Common Stock was
$0.46 per share. As of April 9, 2002, there were approximately 268 shareholders
of record of Common Stock.
Dividends
The Company has not declared or paid any dividends on its Common Stock. The
Company currently intends to retain earnings to support its growth strategy and
does not anticipate paying dividends in the foreseeable future. Payment of
future dividends, if any, will be at the discretion of the Company's Board of
Directors after taking into account various factors, including the Company's
financial condition, results of operations, current and anticipated cash needs
and plans for expansion. The Company's ability to pay cash dividends on the
Common Stock is also limited by the terms of its Revolving Credit Facility. See
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations - Liquidity and Capital Resources.
Item 6. Selected Financial Data
The selected financial data with respect to CD&L, Inc.'s consolidated statements
of operations for the years ended December 31, 1999, 2000 and 2001 and with
respect to CD&L, Inc.'s consolidated balance sheets as of December 31, 2000 and
2001 have been derived from CD&L, Inc.'s consolidated financial statements that
appear elsewhere herein. The financial data provided below should be read in
conjunction with these accompanying consolidated financial statements and notes
thereto as well as Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
-16-
SELECTED FINANCIAL DATA
(In thousands, except per share amounts)
Statement of Operations Data:
CD&L, Inc. and Subsidiaries (2)
------------------------------------------------------------
For The Years Ended
December 31,
------------------------------------------------------------
1997 (1) 1998 1999 2000 2001
--------- --------- --------- --------- ---------
Revenue $ 116,235 $ 130,121 $ 158,380 $ 170,079 $ 160,544
Gross profit 25,043 27,709 35,175 34,463 32,704
Selling, general and
administrative expenses 21,855 22,121 27,123 33,978 26,881
Goodwill impairment -- -- -- -- 3,349
Other (income) expense, net (975) 48 80 2,438 4,685
Income (loss) from
continuing operations 909 1,075 950 (6,229) (5,804)
Net income (loss) $ 459 $ 2,311 $ 2,911 ($ 7,648) ($ 6,269)
Basic income (loss) per
share:
-Continuing operations $ .14 $ .16 $ .13 ($ .84) ($ .76)
-Net income (loss) $ .07 $ .35 $ .40 ($ 1.03) ($ .82)
========= ========= ========= ========= =========
Diluted income (loss) per share:
-Continuing operations $ .14 $ .16 $ .12 ($ .84) ($ .76)
-Net income (loss) $ .07 $ .34 $ .37 ($ 1.03) ($ .82)
========= ========= ========= ========= =========
Balance Sheet Data:
CD&L, Inc. and Subsidiaries (1 & 2)
------------------------------------------------------------
December 31,
------------------------------------------------------------
1997 1998 1999 2000 2001
--------- --------- --------- --------- ---------
Working capital (deficit) $ 2,519 ($ 4,196) $ 5,989 ($ 3,430) $ 4,923
Equipment and leasehold
improvements, net 4,531 5,299 4,321 2,841 1,961
Total assets 29,773 46,890 62,513 57,785 35,481
Long-term debt, net of
current maturities 1,721 6,137 22,858 17,765 18,233
Stockholders' equity $ 8,614 $ 11,407 $ 17,369 $ 9,884 $ 3,615
(1) During 1997, the Company disposed of its fulfillment and direct mail
operation. Accordingly, the operating results and gain on disposition of
the fulfillment and direct mail business have been reclassified as
discontinued operations for the periods presented.
(2) During 2000, the Company discontinued its air operations and
subsequently disposed of them in 2001. Accordingly, the operating results
and loss on disposition of the air delivery business have been
reclassified as discontinued operations for the periods presented.
-17-
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Disclosure Regarding Forward Looking Statements.
The Company is provided a "safe harbor" for forward-looking statements contained
in this report by the Private Securities Litigation Reform Act of 1995. The
Company may discuss forward looking information in this Report such as its
expectations for future performance, growth and acquisition strategies,
liquidity and capital needs and its future prospects. Actual results may not
necessarily develop as the Company anticipates due to many factors including,
but not limited to the timing of certain transactions, unexpected expenses
encountered, the effect of economic and market conditions, the impact of
competition and the factors listed in Item 1. Business Description - Risk
Factors. Because of these and other reasons, the Company's actual results may
vary materially from management's current expectations.
Overview
The consolidated financial statements of the Company including all related
notes, which appear elsewhere in this report, should be read in conjunction with
this discussion of the Company's results of operations and its liquidity and
capital resources.
Discontinued Operations
On December 1, 2000, we made a strategic decision to dispose of our
air delivery business and accordingly have restated the accompanying balance
sheets, statements of operations and statements of cash flows to reflect such as
discontinued operations. On March 30, 2001, we consummated a transaction
providing for the sale of certain assets and liabilities of Sureway Air Traffic
Corporation, Inc. ("Sureway"), our air delivery business. The selling price for
the net assets was approximately $14,150,000 and was comprised of $11,650,000 in
cash, a subordinated promissory note (the "Note Receivable") for $2,500,000 and
contingent cash payments based upon the ultimate development of certain
liabilities retained by us. The Note Receivable bears interest at the rate of
10.0% per annum, with interest only in monthly installments. The entire balance
of principal, plus all accrued interest, is due and payable on March 30, 2006.
As of December 31, 2001 collection of the Note Receivable, interest accrued
thereon and certain other related receivables was in doubt. As such, the Company
recorded a pre-tax charge of $2,500,000 in Other expense, net in the
accompanying financial statements in the fourth quarter of 2001 to write-off the
Note Receivable and the Company recorded a pre-tax charge of $705,000 in
Discontinued Operations in the accompanying financial statements in the fourth
quarter of 2001 to write-off certain other direct expenses incurred on behalf of
Sureway for which collection is in doubt and to true-up certain accruals that
were estimated in 2000 relative to the disposition of Sureway. Collection
efforts on all amounts due will continue. As a result of this transaction and
the subsequent adjustments to certain receivables and other liabilities retained
by us, provisions for losses on the disposition of the Company's air delivery
business have been provided in Discontinued Operations in the amounts of
$465,000 and $2,807,000 (net of benefit for income taxes of $240,000 and
$125,000, respectively) for the years ended December 31, 2001 and 2000,
respectively.
-18-
The Company reported net losses of $465,000 and $1,419,000 from discontinued
operations for the years ended December 31, 2001 and 2000, respectively
(including provisions for losses on the disposition of the assets of Company's
air delivery business, net of tax of $465,000 and $2,807,000, respectively) and
$1,961,000 income from discontinued operations, net of tax for the year ended
December 31, 1999.
Results of Operations 2001 Compared with 2000
The following discussion compares the year ended December 31, 2001 and the year
ended December 31, 2000, for continuing operations.
Income and Expense as a Percentage of Revenue
For the Years Ended
December 31,
-----------------------------
2001 2000
--------- ------------
Revenue 100.0% 100.0%
Gross profit 20.4% 20.3%
Selling, general and
administrative expenses 16.8% 20.0%
Goodwill Impairment 2.1% 0.0%
Depreciation and amortization 1.5% 2.0%
Other expense, net 2.9% 1.4%
Interest expense 1.8% 1.8%
Loss from continuing operations (3.6)% (3.7)%
Revenue for the year ended December 31, 2001 decreased $9,535,000, or 5.6%, to
$160,544,000 from $170,079,000 for the year ended December 31, 2000. The
decrease included approximately $4,500,000 in lost revenue due to the sale of
the Company's Mid-West Region operations on June 14, 2001. The balance of the
decrease in revenue is due to the Company's ongoing efforts to increase its
profit margins and eliminate less profitable business. As a result of a
portfolio review, contracts with certain customers that had unacceptable profit
margins were given notice of rate increases. If the rate increases were not
accepted, the contracts were terminated. This revenue loss was partially offset
by the effect of fuel surcharges and price increases implemented throughout 2000
that remained in effect for 2001.
Cost of revenue consists primarily of payments to employee drivers and
independent contractors, agents, other direct pick-up and delivery costs and the
costs of dispatching drivers and messengers. These costs decreased $7,776,000,
or 5.7%, from $135,616,000 for 2000 to $127,840,000 in 2001. Stated as a
percentage of revenue, these costs were flat, amounting to 79.6% for 2001 and
79.7% for 2000. This reflects the impact of a reduction in vehicle operating and
insurance costs partially offset by higher labor costs. The decrease in
insurance costs was primarily attributable to decreased medical, workers'
compensation and auto liability claims. The increased labor costs, as a
percentage of revenue, were partially attributable to the effect of the
September 11, 2001 events on the Company's New York City operations. The
elimination of less profitable business and better utilization of direct labor
have contributed to increased gross profit margins in other areas of the Company
where a slowing economy has helped in recruiting and retaining reliable couriers
and subcontractors at reasonable costs.
-19-
As a result of the above, gross profit decreased by $1,759,000, from $34,463,000
in 2000 to $32,704,000 in 2001. As a percentage of revenue gross profit was
consistent, and amounted to 20.4% in 2001 and 20.3% in 2000.
Selling, general and administrative expense ("SG&A") includes costs incurred at
the terminal level related to taking orders and administrative costs related to
such functions. Also included are costs to support the Company's marketing and
sales effort and the expense of maintaining information systems, human
resources, financial, legal and other corporate administrative functions. SG&A
decreased by $7,097,000, or 20.9%, from $33,978,000 in 2000 to $26,881,000 in
2001. As a percentage of revenue SG&A decreased to 16.8% in 2001 compared to
20.0% of revenue in 2000. SG&A expense was favorably impacted by decreases in
payroll costs, medical insurance claims, telecommunications costs, professional
fees, facilities rental costs, and bad debt expense. The decrease in such costs
is due primarily to both the Company's ongoing efforts to reduce and better
control such costs and certain non-recurring items recorded during 2000,
primarily the bad debt expense related to the bankruptcy of a significant
customer. Additionally, the sale of the Mid-West Region operations reduced SG&A
by approximately $1,000,000.
Goodwill impairment for 2001 was $3,349,000 compared to $0 for 2000. The charge
taken in 2001 was the result of a comprehensive review of the Company's
intangible assets under the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and Long-Lived Assets to be Disposed Of" ("SFAS 121"). As a result of recording
significant losses on the dispositions of Sureway and the Mid-West Region and as
a result of inadequate cash flows from certain acquired businesses due to the
loss of customers, the Company determined that the carrying amount of certain
assets might not be fully recoverable. The measurement of impairment losses
recognized in 2001 is based on the difference between the fair values, which
were calculated based upon the present value of projected future cash flows, and
the carrying amounts of the assets.
Depreciation and amortization decreased by $879,000, or 26.2%, from $3,355,000
for 2000 to $2,476,000 for 2001. The decrease was primarily attributable to the
full depreciation of certain vehicles held under a capital lease that ended
during 2000 and reduced capital expenditures in 2000 and 2001.
-20-
Other expense increased by $2,247,000, to $4,685,000 in 2001 from $2,438,000 in
2000. The 2001 expense is primarily due to two transactions. As of December 31,
2001, the Company wrote-off the Note Receivable received on March 30, 2001 in
the transaction to dispose of certain assets and liabilities of Sureway, as
collection of the Note Receivable, interest accrued thereon and certain other
related receivables was in doubt. The Company also recorded a $2,283,000 loss on
the sale of all of the outstanding stock in National Express, Inc. on June 14,
2001. The selling price of the stock was approximately $2,530,000 and was
comprised of $880,000 in cash and a subordinated promissory note (the
"Promissory Note") for $1,650,000. The Promissory Note bears interest at the
rate of 7.0% per annum. The Promissory Note is payable in seventeen equal
quarterly installments beginning March 14, 2002 and continuing through March 14,
2006 and a final balloon payment of approximately $1,100,000 on June 14, 2006.
The 2000 loss is primarily as a result of recording a reserve related to a note
receivable from a stockholder related to the Company's funding of litigation
defense and settlement expenses in connection with the action filed by Liberty
Mutual Insurance Company against Securities Courier Corporation ("Securities"),
a subsidiary of the Company, and Mr. Vincent Brana, an employee of the Company.
Under the terms of its acquisition of Securities, the Company has certain rights
to indemnification from Mr. Brana. In connection with the indemnification, Mr.
Brana has entered into a settlement agreement and executed a Promissory Note due
and payable on December 1, 2002. Mr. Brana has delivered 357,301 shares of CD&L
common stock to the Company as collateral for the note. Considering the market
value of the collateral and Mr. Brana's failure to update and provide
satisfactory evidence to support his ability to pay the note when due, the
Company recorded a $2,500,000 reserve against the note receivable.
Interest expense decreased by $163,000 from $3,060,000 in 2000 to $2,897,000 in
2001. The decrease is primarily attributable to decreased borrowings on the
Company's revolving line of credit as a result of the sales of Sureway and the
Mid-West Region operations, partially offset by an increase in the interest
rates paid on the seller-financed debt from acquisitions.
Benefit for income taxes decreased by $359,000 from a benefit for income taxes
of $2,139,000 in 2000 to a benefit for income taxes of $1,780,000 in 2001. The
decrease was caused by the decrease in pre-tax loss in 2001 and the recording of
a non-deductible $2,283,000 loss on the sale of the stock of National Express,
Inc., the Company's Mid-West Region subsidiary, on June 14, 2001, partially
offset by the recording in 2000 of a $1,000,000 valuation allowance against the
deferred tax assets recorded by the Company.
Results of Operations 2000 Compared with 1999
The following discussion compares the year ended December 31, 2000 and the year
ended December 31, 1999, for continuing operations.
-21-
Income and Expense as a Percentage of Revenue
For the Years Ended
December 31,
-----------------------------
2000 1999
------------ ------------
Revenue 100.0% 100.0%
Gross profit 20.3% 22.2%
Selling, general and
administrative expenses 20.0% 17.1%
Depreciation and amortization 2.0% 2.3%
Other expense, net 1.4% 0.0%
Interest expense 1.8% 1.7%
(Loss) income from continuing
operations (3.7)% 0.6%
Revenue for the year ended December 31, 2000 increased $11,699,000, or 7.4%, to
$170,079,000 from $158,380,000 for the year ended December 31, 1999. The
increase included $2,978,000 contributed by the businesses acquired in 1999
as well as increased sales from the Company's existing operations.
Cost of revenue consists primarily of payments to employee drivers and
independent contractors, agents, other direct pick-up and delivery costs and the
costs of dispatching drivers and messengers. These costs increased $12,411,000,
or 10.1%, from $123,205,000 for 1999 to $135,616,000 in 2000. Stated as a
percentage of revenue, these costs increased to 79.7% for 2000 from 77.8% for
1999. This increase reflects the impact of higher insurance, facilities, vehicle
and labor costs offset, partially, by a reclassification of $2,400,000 in
administrative salaries and benefits previous considered a component of cost of
revenue to selling, general and administrative expenses. The increase in
insurance costs was primarily attributable to increased medical, workers'
compensation and auto liability claims. Additionally, the expense related to
unreported claims increased as a result of the increase in the reserve for
claims that have been incurred but not yet reported. The increase in facilities
costs includes the impact of opening 11 new facilities and the closing of 16
facilities during the year.
As a result of the above, gross profit decreased by $712,000, from $35,175,000
in 1999 to $34,463,000 in 2000. As a percentage of revenue gross profit
decreased to 20.3% in 2000 compared to 22.2% of revenue in 1999.
-22-
SG&A includes costs incurred at the terminal level related to taking orders and
administrative costs related to such functions. Also included are costs to
support the Company's marketing and sales effort and the expense of maintaining
information systems, human resources, financial, legal and other corporate
administrative functions. SG&A increased by $6,855,000, or 25.3%, from
$27,123,000 in 1999 to $33,978,000 in 2000. As a percentage of revenue SG&A
increased to 20.0% in 2000 compared to 17.1% of revenue in 1999. In addition to
the $2,400,000 reclassification from cost of revenue, SG&A expense was
unfavorably impacted by increases in medical insurance claims, bad debt expense
related to the bankruptcy of a significant customer, professional fees,
administrative costs of the companies acquired in 1999, legal expenses and
acquisition and merger related expenses.
Depreciation and amortization decreased by $317,000, or 8.6%, from $3,672,000
for 1999 to $3,355,000 for 2000. The decrease was primarily attributable to the
full depreciation of certain vehicles held under a capital lease that ended
during 2000. Replacement vehicles under a similar capital lease were not
received until January 2001.
Other expense increased by $2,358,000, to $2,438,000, primarily as a result of
recording a reserve related to a note receivable from a stockholder related to
the Company's funding of litigation defense and settlement expenses in
connection with the action filed by Liberty Mutual Insurance Company against
Securities, a subsidiary of the Company, and Mr. Vincent Brana, an employee of
the Company. Under the terms of its acquisition of Securities, the Company has
certain rights to indemnification from Mr. Brana. In connection with the
indemnification, Mr. Brana has entered into a settlement agreement and executed
a Promissory Note due and payable on December 1, 2002. Mr. Brana has delivered
357,301 shares of CD&L common stock to the Company as collateral for the note.
Considering the current market value of the collateral and Mr. Brana's failure
to update and provide satisfactory evidence to support his ability to pay the
note when due, the Company has recorded a $2,500,000 reserve against the
$2,908,000 note receivable.
Interest expense increased by $329,000 from $2,731,000 in 1999 to $3,060,000 in
2000. The increase is primarily attributable to increased borrowings on the
Company's revolving line of credit and an increase in interest rates.
(Benefit) provision for income taxes decreased by $2,758,000 from a provision
for income taxes of $619,000 in 1999 to a (benefit) for income taxes of
($2,139,000) in 2000. The decrease was caused by the decrease in pre-tax income
to a pre-tax loss in 2000 of ($8,368,000), partially offset by the recording of
a $1,000,000 valuation allowance against the deferred tax assets recorded by the
Company.
-23-
Liquidity and Capital Resources
The following tables summarize our contractual and commercial obligations as of
December 31, 2001:
Payments Due By Period
----------------------
Contractual Obligations 2007-
(dollars in thousands) 2002 2003-2004 2005-2006 Thereafter Total
---- --------- --------- ---------- -----
Long-term debt $2,049 $2,932 $14,299 $706 $19,986
Capital leases $349 $312 $- $- $661
Operating leases (Primarily for facilities) $3,508 $3,904 $1,703 $62 $9,177
Amount of Commitment Expiration Per Period
------------------------------------------
Other Commercial Commitments 2007-
(dollars in thousands) 2002 2003-2004 2005-2006 Thereafter Total
---- --------- --------- ---------- -----
Working Capital Facility
(Including Standby Letters of Credit) $- $15,000 $- $- $15,000
Standby Letters of Credit $- $7,081 $- $- $7,081
The Company's working capital increased by $8,353,000 from a deficit of
($3,430,000) as of December 31, 2000 to $4,923,000 as of December 31, 2001. The
increase is a result of the sales of Sureway and the Mid-West Region and the use
of the proceeds to pay down short-term borrowings and the refinancing of certain
of the notes issued to sellers in connection with the acquisitions consummated
in 1998 and 1999.
Cash and cash equivalents increased slightly during 2001. Cash of $3,942,000 was
provided from operations and $12,420,000 was provided by investing activities
due to the sales of Sureway and the Mid-West Region, while $14,177,000 was used
by net financing activities to pay down debt. Cash used by the discontinued
operations was $1,339,000.
Capital expenditures amounted to $333,000, $859,000 and $746,000 for the years
ended December 31, 2001, 2000 and 1999, respectively. These expenditures
primarily upgraded and expanded computer system capability, expanded and
improved Company facilities in the ordinary course of business and upgraded the
Company fleet.
Outstanding borrowings under the Company's revolving credit facility were $0 and
$7,080,644 was outstanding in Standby Letters of Credit as of December 31, 2001.
The Company also had $13,750,000 in principal outstanding under its 12% Senior
Subordinated Notes ($13,012,000 net of unamortized discount). The Company also
had $614,000 of capital lease obligations and various equipment notes, $192,000
of debt related to litigation settlements and $6,777,000 of seller financed
debt. The Company had total cash on hand of $1,165,000 and borrowing ability of
$1,100,000 under the revolving credit facility, after adjusting for the
restrictions for outstanding letters of credit and minimum availability
requirements, as of December 31, 2001.
During 2001 and 2000, the Company has had liquidity difficulties and has had to
renegotiate certain covenants and terms of its revolving credit facility, senior
subordinated notes and seller notes, including during the first quarter of 2002.
This is further discussed in Note 9. Additionally, the Company has an
accumulated deficit of ($9,114,000) as of December 31, 2001. The Company's
amended revolving credit facility with First Union expires on January 31, 2003.
There can be no assurances that the Company's lenders will agree to waive any
future covenant violations (if necessary), continue to renegotiate the terms of
their loans, or further extend the expiration date of the Company's financing
facilities. Furthermore, there are no guarantees that the Company will be able
to meet its financial plan and projections, upon which the debt covenants are
based.
-24-
Management believes that cash flows from operations and its borrowing capacity
(see Note 9 of the accompanying notes to the consolidated financial statements)
are sufficient to support the Company's operations and general business and
capital liquidity requirements for the foreseeable future.
Inflation
While inflation has not had a material impact on the Company's results of
operations for the last three years, fluctuations in fuel prices can and do
affect the Company's operating costs.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
CDL is exposed to the effect of changing interest rates. At December 31, 2001,
the Company's debt consisted of approximately $20,595,000 of fixed rate debt
with a weighted average interest rate of 11.70% and $0 of variable rate debt
with a weighted average interest rate of 5.00%. The amount of variable rate debt
fluctuates during the year based on CD&L's cash requirements. Maximum borrowings
of variable rate debt at any quarter end were $301,000. If interest rates on
such variable rate debt were to increase by 50 basis points (approximately
one-tenth of the rate at December 31, 2001), the net impact to the Company's
results of operations and cash flows would be an increase of approximately
$13,000.
-25-
Item 8. Financial Statements and Supplementary Data.
INDEX TO FINANCIAL STATEMENTS
Page
----
Report of Independent Public Accountants..............................................................................27
Consolidated Balance Sheets as of December 31, 2001 and 2000..........................................................28
Consolidated Statements of Operations For The Years Ended December 31, 2001, 2000 and 1999............................29
Consolidated Statements of Changes in Stockholders' Equity For The Years Ended December 31, 2001, 2000 and 1999.......30
Consolidated Statements of Cash Flows For The Years Ended December 31, 2001, 2000 and 1999............................31
Notes to Consolidated Financial Statements............................................................................32
-26-
This audit report of Arthur Andersen LLP, our former independent public
accountants, is a copy of the original report dated February 26, 2002 rendered
by Arthur Andersen LLP on our consolidated financial statements included in our
Form 10-K filed on April 16, 2002, and has not been reissued by Arthur Andersen
LLP since that date. Such audit report was issued prior to the changes in the
consolidated financial statements disclosed in Footnote 19. We are including
this copy of the Arthur Andersen LLP audit report pursuant to Rule 2-02(e) of
Regulation S-X under the Securities Act of 1933.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To CD&L, Inc.:
We have audited the accompanying consolidated balance sheets of CD&L, Inc. (a
Delaware corporation) and subsidiaries as of December 31, 2001 and 2000, and the
related consolidated statements of operations, changes in stockholders' equity
and cash flows for each of the three years in the period ended December 31,
2001. These consolidated 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 consolidated financial statements and schedule based
on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of CD&L, Inc. and
subsidiaries as of December 31, 2001 and 2000, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2001, in conformity with accounting principles generally accepted
in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index to
financial statement schedules is the responsibility of the Company's management
and is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
February 26, 2002
(except with respect to the matters discussed in Note 9, as to which the date is
April 15, 2002)
-27-
CD&L, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
ASSETS
December 31,
------------
2001 2000
---- ----
CURRENT ASSETS:
Cash and cash equivalents (Note 2) $1,165 $319
Accounts receivable, less allowance for doubtful accounts of $951
and $1,840 in 2001 and 2000, respectively (Note 9) 15,077 17,596
Deferred income taxes (Notes 2 and 11) 221 1,369
Prepaid expenses and other current assets (Note 5) 1,962 1,548
Net assets of discontinued operations (Note 3) - 4,591
------- -------
Total current assets 18,425 25,423
EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net (Notes 2 and 6) 1,961 2,841
INTANGIBLE ASSETS, net (Notes 2, 4 and 7) 12,252 20,666
NOTE RECEIVABLE FROM STOCKHOLDER, less allowance of $2,500
in 2001 and 2000 (Note 16) 300 408
SECURITY DEPOSITS AND OTHER ASSETS 1,928 402
DEFERRED INCOME TAXES (Notes 2 and 11) 615 -
NET ASSETS OF DISCONTINUED OPERATIONS (Note 3) - 8,045
------- -------
Total assets $35,481 $57,785
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term borrowings (Note 9) $- $11,169
Current maturities of long-term debt (Note 9) 2,362 5,752
Accounts payable 3,790 4,316
Accrued expenses and other current liabilities (Note 8) 7,350 7,616
------- -------
Total current liabilities 13,502 28,853
LONG-TERM DEBT, net of current maturities (Note 9) 18,233 17,765
DEFERRED INCOME TAXES (Notes 2 and 11) - 1,159
OTHER LONG-TERM LIABILITIES 131 124
------- -------
Total liabilities 31,866 47,901
------- -------
COMMITMENTS AND CONTINGENCIES (Notes 12 and 13) - -
------- -------
STOCKHOLDERS' EQUITY (Notes 13, 14 and 15):
Preferred stock, $.001 par value; 2,000,000 shares authorized; no
shares issued and outstanding - -
Common stock, $.001 par value; 30,000,000 shares authorized,
7,688,027 shares issued in 2001 and 2000 8 8
Additional paid-in capital 12,883 12,883
Treasury stock, 29,367 shares at cost (162) (162)
Accumulated deficit (9,114) (2,845)
------- -------
Total stockholders' equity 3,615 9,884
------- -------
Total liabilities and stockholders' equity $35,481 $57,785
======= =======
The accompanying notes to consolidated financial statements are an integral part
of these balance sheets.
-28-
CD&L, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
As Restated (Note 19)
For the Years Ended December 31,
------------------------------------
2001 2000 1999
--------- --------- ---------
Revenue (Note 2) $ 160,544 $ 170,079 $ 158,380
Cost of revenue 127,840 135,616 123,205
--------- --------- ---------
Gross profit 32,704 34,463 35,175
--------- --------- ---------
Costs and Expenses:
Selling, general and administrative expenses 26,881 33,978 27,123
Goodwill impairment 3,349 -- --
Depreciation and amortization 2,476 3,355 3,672
Other expense, net (Notes 3,4 and 16) 4,685 2,438 80
Interest expense 2,897 3,060 2,731
--------- --------- ---------
Total Costs and Expenses 40,288 42,831 33,606
--------- --------- ---------
(Loss) income from continuing operations before
(benefit) provision for income taxes (7,584) (8,368) 1,569
(Benefit) provision for income taxes
(Notes 2 and 11) (1,780) (2,139) 619
--------- --------- ---------
(Loss) income from continuing operations (5,804) (6,229) 950
--------- --------- ---------
Discontinued operations (Note 3)
Income from discontinued operations, net of provision
for income taxes of $0, $796 and $1,276, respectively
-- 1,388 1,961
Provision for loss on disposal of assets, net of
benefit for income taxes of $240, $125 and $0,
respectively (465) (2,807) --
--------- --------- ---------
Net (loss) income from discontinued operations (465) (1,419) 1,961
--------- --------- ---------
Net (loss) income ($ 6,269) ($ 7,648) $ 2,911
========= ========= =========
Basic (loss) income per share:
Continuing operations ($ .76) ($ .84) $ .13
Discontinued operations ($ .06) ($ .19) $ .27
--------- --------- ---------
Net (loss) income per share ($ .82) ($ 1.03) $ .40
========= ========= =========
Diluted (loss) income per share:
Continuing operations ($ .76) ($ .84) $ .12
Discontinued operations ($ .06) ($ .19) $ .25
--------- --------- ---------
Net (loss) income per share ($ .82) ($ 1.03) $ .37
========= ========= =========
Basic weighted average common
shares outstanding 7,659 7,430 7,214
========= ========= =========
Diluted weighted average common
shares outstanding 7,659 7,430 7,868
========= ========= =========
The accompanying notes to consolidated financial statements are an
integral part of these statements.
-29-
CD&L, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(in thousands, except share data)
(Accumulated
Common Stock Additional Deficit) Total
--------------------- Paid-in Treasury Retained Stockholders'
Shares Amount Capital Stock Earnings Equity
--------- --------- --------- --------- --------- ---------
BALANCE AT
DECEMBER 31, 1998 6,843,702 7 9,670 (162) 1,892 11,407
Discount for warrants issued in
connection with private
placement -- -- 1,265 -- -- 1,265
Shares issued in connection with
Employee Stock Purchase
Plans 73,172 -- 251 -- -- 251
Shares issued in connection with
executive compensation 47,051 -- 150 -- -- 150
Shares issued in connection with
acquisitions of businesses 389,533 -- 1,385 -- -- 1,385
Net income -- -- -- -- 2,911 2,911
--------- --------- --------- --------- --------- ---------
BALANCE AT
DECEMBER 31, 1999 7,353,458 7 12,721 (162) 4,803 17,369
Shares issued in connection with
Employee Stock Purchase
Plan 305,202 1 162 -- -- 163
Net loss -- -- -- -- (7,648) (7,648)
--------- --------- --------- --------- --------- ---------
BALANCE AT
DECEMBER 31, 2000 7,658,660 8 12,883 (162) (2,845) 9,884
Net loss -- -- -- -- (6,269) (6,269)
--------- --------- --------- --------- --------- ---------
BALANCE AT
DECEMBER 31, 2001 7,658,660 $8 $12,883 ($162) ($9,114) $3,615
========= ========= ========= ========= ========= =========
The accompanying notes to consolidated financial statements are an integral part
of these statements.
-30-
CD&L, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
As Restated (Note 19)
For The Years Ended December 31,
----------------------------------
2001 2000 1999
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income ($ 6,269) ($ 7,648) $ 2,911
Adjustments to reconcile net (loss) income to net cash provided by
operating activities of continuing operations -
Gain on disposal of equipment and leasehold improvements (26) (116) (36)
Income from discontinued operations -- (1,388) (1,961)
Loss on sale of subsidiary 2,283 -- --
Loss on disposal of assets of discontinued operations 465 2,807 --
Goodwill impairment 3,349 -- --
Depreciation and amortization 2,476 3,355 3,672
Write-off of note receivable 2,500 -- --
Provision for doubtful note receivable -- 2,500 --
Provision for doubtful accounts (69) 1,995 522
Deferred income tax (benefit) provision (626) (959) 488
Changes in operating assets and liabilities
(Increase) decrease in -
Accounts receivable 1,381 (2,073) (1,852)
Prepaid expenses and other current assets (1,195) 1,089 (1,927)
Note receivable from stockholder, security deposits and other assets 159 (250) (149)
Increase (decrease) in -
Accounts payable, accrued expenses and other current liabilities (493) 1,438 115
Other long-term liabilities 7 4 (77)
-------- -------- --------
Net cash provided by operating activities of continuing
operations 3,942 754 1,706
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to equipment and leasehold improvements (333) (859) (746)
Proceeds from sales of equipment and leasehold improvements 222 213 433
Proceeds from sales of businesses, net 12,531 -- --
Purchases of businesses, net of cash acquired -- -- (3,360)
-------- -------- --------
Net cash provided by (used in) investing activities of
continuing operations 12,420 (646) (3,673)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Short-term (repayments) borrowings, net (11,169) 3,981 (6,389)
Proceeds from long-term debt -- -- 15,000
Repayments of long-term debt (3,008) (2,821) (3,487)
Issuance of debt in connection with acquisition of assets included in
discontinued operations (retained by continuing operations) -- -- 2,170
Issuance of common stock -- 163 401
Deferred financing costs -- -- (1,171)
-------- -------- --------
Net cash (used in) provided by financing activities of continuing
operations (14,177) 1,323 6,524
-------- -------- --------
CASH USED IN DISCONTINUED OPERATIONS (1,339) (1,438) (4,514)
-------- -------- --------
Net increase (decrease) in cash and cash equivalents 846 (7) 43
CASH AND CASH EQUIVALENTS, beginning of year 319 326 283
-------- -------- --------
CASH AND CASH EQUIVALENTS, end of year $ 1,165 $ 319 $ 326
======== ======== ========
The accompanying notes to consolidated financial statements are an
integral part of these statements.
-31-
CD&L, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) ORGANIZATION, BASIS OF PRESENTATION AND BUSINESS:
CD&L, Inc. (the "Company") was founded in June 1994. In November 1995,
simultaneous with the closing of the Company's initial public offering (the
"Offering") separate wholly owned subsidiaries of the Company merged (the
"Merger") with each of eleven acquired businesses. Consideration for the
acquisition of these businesses consisted of a combination of cash and common
stock of the Company, par value $0.001 per share. The assets and liabilities of
the acquired businesses at September 30, 1995 were recorded by the Company at
their historical amounts.
CD&L, Inc. and subsidiaries ("CDL") provides an extensive network of same-day
delivery services to a wide range of commercial, industrial and retail
customers. CDL operations currently are concentrated on the East Coast, with a
strategic presence on the West Coast.
During 2001 and 2000, the Company has had liquidity difficulties and has had to
renegotiate certain covenants and terms of its revolving credit facility, senior
subordinated notes and seller notes, including during the first quarter of 2002.
This is further discussed in Note 9. Additionally, the Company has an
accumulated deficit of ($9,114,000) as of December 31, 2001. The Company's
amended revolving credit facility with First Union expires on January 31, 2003.
There can be no assurances that the Company's lenders will agree to waive any
future covenant violations (if necessary), continue to renegotiate the terms of
their loans, or further extend the expiration date of the Company's financing
facilities. Furthermore, there are no guarantees that the Company will be able
to meet its financial plan and projections, upon which the debt covenants are
based.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation -
The accompanying consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All significant intercompany balances
and transactions have been eliminated.
Use of Estimates in Preparation of the Financial Statements -
The preparation of financial statements in conformity with United States
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 consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
-32-
Cash and Cash Equivalents -
CDL considers all highly liquid investments with maturities of three months or
less when purchased to be cash equivalents. Cash equivalents are carried at
cost, which approximates market value.
Equipment and Leasehold Improvements -
Equipment and leasehold improvements are recorded at cost. Depreciation is
computed using the straight-line method over the estimated useful lives of the
assets. Leasehold improvements and assets subject to capital leases are
amortized over the shorter of the terms of the leases or the estimated useful
lives of the assets.
Deferred Financing Costs -
The costs incurred for obtaining financing, including all related fees are
included in other assets in the accompanying consolidated balance sheets and are
amortized over the life of the related financing, from 2 - 7 years.
Intangible Assets -
Intangible assets consist of goodwill, non-compete agreements, customer lists
and deferred financing costs. See Note 7.
Insurance -
The Company maintains certain insurance risk through insurance policies with a
$250,000 deductible for workmens' compensation and automobile liability and a
$125,000 deductible for employee health medical costs. The Company reserves the
estimated amounts of uninsured claims and deductibles related to such insurance
retentions for claims that have occurred in the normal course of business. These
reserves are established by management based upon the recommendations of
third-party administrators who perform a specific review of open claims, with
consideration of incurred but not reported claims, as of the balance sheet date.
Actual claim settlements may differ materially from these estimated reserve
amounts. The Company's estimated cumulative losses for workmens' compensation
and automobile liability claims for the period January 1, 1999 through December
31, 2001 amounted to $9,654,000, of which $9,534,000 has been funded to the
Company's insurance carrier. The net liability of $120,000 is included in
accrued expenses in the accompanying financial statements. Additionally, the
Company has accrued $300,000 for incurred but unpaid employee health medical
costs as of December 31, 2001.
Revenue Recognition -
Revenue is recognized when the shipment is completed, or when services are
rendered to customers, and expenses are recognized as incurred. Certain
customers pay in advance, giving rise to deferred revenue.
-33-
Income Taxes -
CDL accounts for income taxes utilizing the liability approach. Deferred income
taxes are provided for differences in the recognition of assets and liabilities
for tax and financial reporting purposes. Temporary differences result primarily
from accelerated depreciation and amortization for tax purposes and various
accruals and reserves being deductible for tax purposes in future periods.
Long-Lived Assets -
CDL reviews its long-lived assets and certain related intangibles for impairment
whenever changes in circumstances indicate that the carrying amount of an asset
may not be fully recoverable. The measurement of impairment losses to be
recognized is based on the difference between the fair values and the carrying
amounts of the assets. Impairment would be recognized in operating results if a
diminution in value occurred. During 2001 the Company believes that such a
change occurred and recorded a goodwill impairment loss of $3,349,000. The
charge taken in 2001 was the result of a comprehensive review of the Company's
intangible assets under the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and Long-Lived Assets to be Disposed Of" ("SFAS 121"). As a result of recording
significant losses on the dispositions of Sureway and the Mid-West Region and as
a result of inadequate cash flows from certain acquired businesses due to the
loss of customers, the Company determined that the carrying amount of certain
assets might not be fully recoverable. The measurement of impairment losses
recognized in 2001 is based on the difference between the fair values, which
were calculated based upon the present value of projected future cash flows, and
the carrying amounts of the assets.
Fair Value of Financial Instruments -
Due to the short maturities of CDL's cash, receivables and payables, the
carrying value of these financial instruments approximates their fair values.
The fair value of CDL's debt is estimated based on the current rates offered to
CDL for debt with similar remaining maturities. CDL believes that the carrying
value of its debt estimates the fair value of such debt instruments.
Stock Based Compensation -
SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123") requires
that an entity account for employee stock compensation under a fair value based
method. However, SFAS 123 also allows an entity to continue to measure
compensation cost for employee stock-based compensation plans using the
intrinsic value based method of accounting prescribed by APB Opinion No. 25,
"Accounting for Stock Issued to Employees," ("Opinion 25"). CDL has elected to
continue to account for employee stock-based compensation under Opinion 25 and
provide the required pro forma disclosures as if the fair value based method of
accounting under SFAS 123 had been applied (see Note 13).
-34-
Income (Loss) Per Share -
Basic earnings per share represents net income (loss) divided by the weighted
average shares outstanding. Diluted earnings per share represents net income
(loss) divided by weighted average shares outstanding adjusted for the
incremental dilution of common stock equivalents. Because of the Company's net
loss for the years ended December 31, 2001 and 2000, equivalent shares
represented by 1,842 and 1,840 Stock Options and 505,351 and 505,955 Warrants
respectively, for which the exercise or conversion price was less than the
average market price of common shares, would be anti-dilutive and therefore are
not included in the loss per share calculations for the years ended December 31,
2001 and 2000.
A reconciliation of weighted average common shares outstanding to weighted
average common shares outstanding assuming dilution follows:
2001 2000 1999
---- ---- ----
Basic weighted average common
shares outstanding 7,658,660 7,430,175 7,214,426
Effect of dilutive securities:
Stock options and warrants - - 648,952
Employee stock purchase plan - - 4,450
--------- --------- ---------
Diluted weighted average common
shares outstanding 7,658,660 7,430,175 7,867,828
========= ========= =========
The following common stock equivalents were excluded from the computation of
diluted Earnings Per Share because the exercise or conversion price was greater
than the average market price of common shares -
2001 2000 1999
---- ---- ----
Stock options 1,917,202 1,982,534 522,546
Subordinated convertible debentures 9,863 109,098 145,750
Seller financed convertible notes 524,961 593,333 593,333
========= ========= =======
Accounting Pronouncements -
In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141, "Business Combinations" ("SFAS 141"), and No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"). SFAS 141 changes the accounting for business
combinations, requiring that all business combinations be accounted for using
the purchase method and that intangible assets be recognized as assets apart
from goodwill if they arise from contractual or other legal rights, or if they
are separate or capable of being separated from the acquired entity and sold,
transferred, licensed, rented or exchanged. SFAS 141 is effective for all
business combinations initiated after June 30, 2001. SFAS 142 specifies the
financial accounting and reporting for acquired goodwill and other intangible
assets. Goodwill and intangible assets that have indefinite useful lives will
not be amortized but rather will be tested at least annually for impairment.
SFAS 142 is effective for fiscal years beginning after December 15, 2001.
SFAS 142 requires that the useful lives of intangible assets acquired on or
before June 30, 2001 be reassessed and the remaining amortization periods
adjusted accordingly. Previously recognized intangible assets deemed to have
indefinite lives shall be tested for impairment. Goodwill recognized on or
before June 30, 2001, will be tested for impairment as of the beginning of the
fiscal year in which SFAS 142 is initially applied in its entirety.
-35-
Adoption of SFAS 142 will increase earnings by approximately $675,000 for the
year ended December 31, 2002. Amortization of goodwill and other intangibles was
$929,000, $1,113,000 and $1,120,000 for the years ended December 31, 2001, 2000
and 1999, respectively. (See Note 7).
In September 2001, the FASB issued SFAS No. 144, "Accounting for Impairment or
Disposal of Long-lived Assets" ("SFAS 144"). This statement addresses the
financial accounting and reporting for the impairment or disposal of long-lived
assets. SFAS 144 supercedes SFAS 121, but retains SFAS 121's fundamental
provisions for (a) recognition/measurement of impairment of long-lived assets to
be held and used and (b) measurement of long-lived assets to be disposed of by
sale. SFAS 144 also supercedes the accounting/reporting provisions of APB
Opinion No. 30, "Reporting the Results of Operations--Reporting the Effects of a
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions" ("APB No. 30") for segments of a business to
be disposed of, but retains APB No. 30's requirement to report discontinued
operations separately from continuing operations and extends that reporting to a
component of an entity that either has been disposed of or is classified as held
for sale. SFAS 144 is effective for fiscal years beginning after December 15,
2001, and interim periods within those fiscal years, with earlier application
encouraged. The Company plans to adopt SFAS 144 effective December 31, 2001. The
adoption is not expected to have a material impact on the Company's financial
statements.
Reclassifications -
Certain reclassifications have been made to the prior years' consolidated
financial statements in order to conform to the 2001 presentation.
(3) DISCONTINUED OPERATIONS:
On December 1, 2000, the Company made a strategic decision to dispose of its air
delivery business. Subsequently, on March 30, 2001, the Company consummated a
transaction providing for the sale of certain assets and liabilities of Sureway
Air Traffic Corporation, Inc. ("Sureway"), its air delivery business. The
selling price for the net assets was approximately $14,150,000 and was comprised
of $11,650,000 in cash, a subordinated promissory note (the "Note Receivable")
for $2,500,000 and contingent cash payments based upon the ultimate development
of certain liabilities retained by the Company. The Note Receivable bears
interest at the rate of 10.0% per annum, with interest only payable in monthly
installments. The entire balance of principal, plus all accrued interest, is due
and payable on March 30, 2006. As of December 31, 2001 collection of the Note
Receivable, interest accrued thereon and certain other related receivables was
in doubt. As such, the Company recorded a pre-tax charge of $2,500,000 in Other
expense, net in the accompanying financial statements in the fourth quarter of
2001 to write-off the Note Receivable and the Company recorded a pre-tax charge
of $705,000 in Discontinued Operations in the accompanying financial statements
in the fourth quarter of 2001 to write-off certain other direct expenses
incurred on behalf of Sureway for which collection is in doubt and to true-up
certain accruals that were estimated in 2000 relative to the disposition of
Sureway. Collection efforts on all amounts due will continue. As a result of
this transaction and the subsequent adjustments to certain receivables and other
liabilities retained by us, provisions for losses on the disposition of the
Company's air delivery business have been provided in Discontinued Operations in
the amounts of $465,000 and $2,807,000 (net of benefit for income taxes of
$240,000 and $125,000, respectively) for the years ended December 31, 2001 and
2000, respectively.
-36-
Accordingly, the financial position, operating results and the provision for
loss on the disposition of the Company's air delivery business have been
segregated from continuing operations and reclassified as a discontinued
operation in the accompanying consolidated financial statements.
Results from the discontinued air delivery business were as follows (in
thousands) -
For the Year For the Year For the Year
Ended Ended Ended
December 31, December 31, December 31,
2001 2000 1999
-------- -------- --------
Revenue $ -- $ 61,037 $ 66,184
======== ======== ========
Income from discontinued
operations, net of provision for income
taxes of $0, $796 and $1,276, respectively
$ -- $ 1,388 $ 1,961
======== ======== ========
Provision for loss on disposal of assets, net
of benefit for income taxes of $240, $125
and $0, respectively ($465) ($2,807) $ --
======== ======== ========
The income from discontinued operations includes allocated interest of $0,
$642,000 and $460,000 for the years ended December 31, 2001, 2000 and 1999,
respectively. Such interest was allocated based upon the proportion of net
assets employed in the discontinued operations to the total net assets of the
Company.
The net assets of discontinued operations are comprised of the following (in
thousands) -
December 31,
2000
------------
Current assets $11,172
Current liabilities (6,581)
-------
Net current assets 4,591
-----
Equipment and leasehold improvements, net 2,243
Intangible assets, net 5,264
Other non-current assets, net 538
---
Net non-current assets 8,045
-----
Net assets of discontinued operations $12,636
=======
As a result of the sale of its air delivery business, the Company now operates
in only one reportable business segment.
-37-
(4) BUSINESS COMBINATIONS AND DIVESTITURES:
On February 16, 1999, CDL and its subsidiary, Sureway, entered into and
consummated an asset and stock purchase agreement with Victory Messenger
Service, Inc., Richard Gold, Darobin Freight Forwarding Co., Inc., ("Darobin")
and The Trust Created Under Paragraph Third of the Last Will and Testament of
Charles Gold (the "Trust"), (collectively "Gold Wings"), whereby Sureway
purchased all of the outstanding shares of the capital stock of Darobin and
certain of the assets and liabilities of the other sellers. The purchase price
was comprised of approximately $3,000,000 in cash, including estimated direct
acquisition costs, $1,650,000 in a 7% subordinated note (the "Note") and 200,000
shares of CDL common stock at $3.875 per share. The Note was due April 16, 2001,
with interest payable quarterly commencing April 1, 1999. In 2001 the Note was
renegotiated to include monthly principal and interest payments through April
2004 at an increased interest rate of 9%. The Note is subordinate to all
existing or future senior debt of CDL. In addition, a contingent earn out in the
aggregate amount of up to $520,000 was payable based on the achievement of
certain financial goals during the two year period following the closing. The
earn out was payable 55% in cash and 45% in CDL common stock. The net assets
acquired in this transaction are included in net assets of discontinued
operations in the accompanying financial statements. The obligations under the
Note and earn out, however, remain with CDL following the sale of the air
delivery business. During 2000, approximately $250,000 of the earn out was paid
in cash and the remaining obligation under the earn out was reduced by
approximately $100,000. In 2001, approximately $150,000 was paid to Gold Wings
in full settlement of the earn out. In 2002 the Note was renegotiated to include
monthly principal and interest payments through June 2007 and the interest rate
was changed to a floating rate with a floor of 7% and a ceiling of 9%.
On April 30, 1999, CDL entered into and consummated an asset purchase agreement
with its subsidiary, Silver Star Express, Inc. ("Silver Star") and Metro Parcel
Service, Inc., Nathan Spaulding and Kelly M. Spaulding, (collectively, "Metro
Parcel"), whereby Silver Star purchased certain of the assets and liabilities of
Metro Parcel. The purchase price was comprised of approximately $710,000 in
cash, $202,734 in a 7% subordinated note (the "Metro Parcel Note") and 40,000
shares of CDL's common stock at $3.25 per share. The Metro Parcel Note was due
April 30, 2001 with interest payable quarterly commencing August 1, 1999. The
Metro Parcel Note is subordinate to all existing or future senior debt of CDL.
In 2001 the Metro Parcel Note was renegotiated to include monthly principal and
interest payments through April 2004 at an increased interest rate of 9%. In
2002 the Metro Parcel Note was renegotiated to include monthly principal and
interest payments through June 2007 and the interest rate was changed to a
floating rate with a floor of 7% and a ceiling of 9%.
On April 30, 1999, CDL entered into and consummated an asset purchase agreement
with its subsidiary, Clayton/National Courier Systems, Inc. ("Clayton/National")
and Westwind Express, Inc., Logistics Delivery Systems, Inc., Fastrak Delivery
Systems, Inc., Sierra Delivery Services, Inc., and Steven S. Keihner
(collectively, "Westwind"), whereby Clayton/National purchased certain of the
assets and liabilities of Westwind. The purchase price was comprised of
approximately $2,650,000 in cash, $1,680,000 in various 7% subordinated notes
(the "Westwind Notes") and 149,533 shares of CDL's common stock at $3.21 per
share. The Westwind Notes are comprised of two-year notes due April 30, 2001
with a total principal amount of $1,200,000 and three-year notes due April 30,
2002 with a total principal amount of $480,000. Interest on the Westwind Notes
was payable quarterly commencing July 31, 1999. The Westwind Notes are
subordinate to all existing or future senior debt of CDL. In addition, a
contingent earn out in the aggregate amount of up to $700,000 was payable based
on the achievement of certain financial goals during the two year period
following the closing. The earn out was payable 60% in cash and 40% in one year
promissory notes bearing interest at a rate of 7% per annum having similar terms
as the Westwind Notes referred to above. During 2000, the earn out was settled
for $100,000 payable in twelve monthly cash installments commencing November 1,
2000. In 2001 the Westwind Notes due April 30, 2001 were consolidated and
renegotiated to include monthly principal and interest payments through April
2004 at an increased interest rate of 9%. In 2002 the Westwind Notes due April
30, 2002 were consolidated and renegotiated to include monthly principal and
interest payments through April 2007 and the interest rate was changed to a
floating rate with a floor of 7% and a ceiling of 9%. In addition, the Westwind
Notes amended in 2001 were renegotiated and amended to include monthly principal
and interest payments through June 2007 and the interest rate was changed to a
floating rate with a floor of 7% and a ceiling of 9%.
-38-
On May 10, 1999, CDL entered into and consummated an asset purchase agreement
(the "Skycab Purchase Agreement") with its subsidiary, Sureway, Skycab, Inc. and
Martin Shulman (collectively, "Skycab"), whereby Sureway purchased certain
assets of Skycab. The purchase price was comprised of approximately $78,100 in
cash and a contingent earn out payable for sixteen quarters following the
closing date. The net assets acquired in this transaction are included in net
assets of discontinued operations in the accompanying financial statements.
CDL financed each of the above acquisitions using proceeds from its revolving
credit facility with First Union Commercial Corporation. All of the above
transactions have been accounted for under the purchase method of accounting.
Accordingly, the allocation of the cost of the acquired assets and liabilities
have been made on the basis of the estimated fair value. The aggregate amount of
goodwill recorded for the Gold Wings and Skycab acquisitions was originally
$5,200,000 and was being amortized over 25 years, but has now been sold. The
goodwill recorded for the Metro Parcel acquisition was approximately $1,100,000
to be amortized over 25 years. The goodwill for the Westwind acquisition was
approximately $5,200,000 to be amortized over 40 years. Under the provisions of
SFAS 142 the Company will stop amortizing such goodwill in 2002 and will begin
annually testing such goodwill for impairment. The consolidated financial
statements include the operating results of Gold Wings, Metro Parcel, Westwind,
and Skycab from their respective acquisition dates.
On June 14, 2001, the Company consummated a transaction providing for the sale
of all the outstanding stock of National Express, Inc., the Company's Mid-West
Region subsidiary. The selling price was approximately $2,530,000 and was
comprised of $880,000 in cash and a subordinated promissory note (the
"Promissory Note") for $1,650,000. The Promissory Note bears interest at the
rate of 7.0% per annum. The Promissory Note is payable in seventeen equal
quarterly installments beginning March 14, 2002 and continuing through March 14,
2006 and a final balloon payment of approximately $1,100,000 on June 14, 2006.
The Promissory Note is included in Security Deposits and Other Assets in the
accompanying balance sheets. As a result of the transaction, the Company
recorded a $2,283,000 loss on the sale with no related tax benefit, which is
included in Other Expense, net in the accompanying statements of operations for
the year ended December 31, 2001. The Company recorded revenues for the Mid-West
Region amounting to $4,500,000, $10,800,000 and $11,700,000 for the years ending
December 31, 2001, 2000 and 1999, respectively.
-39-
(5) PREPAID EXPENSES AND OTHER CURRENT ASSETS:
Prepaid expenses and other current assets consist of the following (in
thousands) -
December 31,
------------
2001 2000
---- ----
Other receivables $205 $150
Prepaid insurance 207 152
Prepaid rent - 21
Prepaid income taxes 1,297 1,025
Other 253 200
--- ---
$1,962 $1,548
====== ======
(6) EQUIPMENT AND LEASEHOLD IMPROVEMENTS:
Equipment and leasehold improvements consist of the following (in thousands) -
December 31,
------------
Useful Lives 2001 2000
------------ ---- ----
Transportation and warehouse equipment 3-7 years $5,222 $7,652
Office equipment 3-7 years 1,648 4,540
Other equipment 5-7 years 219 800
Leasehold improvements Lease period 678 1,025
------------ ------ -------
7,767 14,017
Less - accumulated depreciation and amortization (5,806) (11,176)
------- --------
$1,961 $2,841
====== ========
During 2001, the Company performed a comprehensive review of all fully
depreciated and amortized assets to determine if they were still in use. As a
result of this review, approximately $5,500,000 of fully depreciated and
amortized assets was written off.
Leased equipment under capitalized leases (included above) consists of the
following (in thousands) -
December 31,
------------
2001 2000
---- ----
Equipment $3,565 $2,872
Less - accumulated depreciation (2,989) (2,554)
------ ------
$576 $318
====== ======
The Company incurred capital lease obligations of $693,000 and $0 in 2001 and
2000 for vehicles and warehouse equipment.
-40-
(7) INTANGIBLE ASSETS:
Intangible assets (see Note 4) consist of the following (in thousands) -
December 31,
------------
Useful Lives 2001 2000
------------ ---- ----
Goodwill 25 - 40 years $17,176 $22,080
Non-compete agreements 3 - 5 years 250 250
Customer lists 3 - 5 years - 53
Deferred financing costs and other 3 - 7 years 1,283 1,313
----------- ----- -----
18,709 23,696
Less - accumulated amortization and impairment (6,457) (3,030)
------- -------
$12,252 $20,666
======= =======
Goodwill of $11,531,000 and $19,754,000 as of December 31, 2001 and 2000,
respectively (net of accumulated amortization and impairment of $5,645,000 and
$2,326,000, respectively) represents the excess of acquisition costs over the
fair value of net assets of businesses purchased and was amortized on a
straight-line basis over periods up to 40 years. Under SFAS 142, goodwill
associated with acquisitions subsequent to June 30, 2001 is not amortized (See
Note 4). Effective January 1, 2002, goodwill existing at June 30, 2001 will no
longer be amortized, but rather, evaluated for impairment on an annual basis
using a fair value based test. Other intangibles principally include non-compete
agreements and deferred financing costs of $721,000 and $912,000 as of December
31, 2001 and 2000, respectively (net of accumulated amortization).
During 2001 the Company recorded a goodwill impairment loss of $3,349,000. The
charge taken in 2001 was the result of a comprehensive review of the Company's
intangible assets under the provisions of SFAS 121. As a result of recording
significant losses on the dispositions of Sureway and the Mid-West Region, the
Company determined that the carrying amount of certain assets might not be fully
recoverable. The measurement of impairment losses recognized in 2001 is based on
the difference between the fair values and the carrying amounts of the assets.
(8) ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES:
Accrued expenses and other current liabilities consist of the following (in
thousands) -
December 31,
------------
2001 2000
---- ----
Payroll and related expenses $2,725 $2,500
Third party delivery costs 2,904 2,241
Insurance 210 767
Professional fees 206 427
Interest 36 310
Rent 148 82
Legal judgments and settlements (See Note 12) 575 455
Other 546 834
------ ------
$7,350 $7,616
====== ======
-41-
(9) SHORT-TERM BORROWINGS AND LONG-TERM DEBT:
Short-term borrowings -
At December 31, 2001 and 2000, the Company had a line of credit agreement for
$15,000,000 and $22,500,000, respectively. During 2001, upon the closing of the
sale of its air delivery business, the credit agreement was amended, reducing
the maximum available amount to $15,000,000. The Company's short-term borrowings
on its line of credit are as follows for the years ended December 31 (in
thousands) -
2001 2000 1999
---- ---- ----
End of year balance $- $11,169 $7,188
Maximum amount outstanding during the year 11,500 14,000 14,600
Average balance outstanding during the year 2,700 9,700 5,600
Weighted average borrowing cost during the year 11.0% 9.5% 9.8%
Standby letters of credit, end of year balance 7,081 5,728 3,284
Subsequent to December 31, 2001, CDL and First Union Commercial Corporation
("First Union") modified an agreement entered into in July 1997, establishing a
revolving credit facility (the "First Union Agreement"). The amendment extended
the agreement until January 31, 2003, increased the standby letter of credit fee
and reset the financial ratios and covenants that the Company must achieve
throughout the term of the First Union Agreement. Credit availability is based
on eligible amounts of accounts receivable, as defined, up to a maximum amount
of $15,000,000 and is secured by substantially all of the assets, including
certain cash balances, accounts receivable, equipment and leasehold improvements
and general intangibles of the Company and its subsidiaries. The First Union
Agreement provides for both fixed and variable rate loans. Interest rates on
fixed rate borrowings are based on LIBOR, plus 1.5% to 2%. Variable rate
borrowings are based on First Union's prime lending rate (which was 4.50% at
December 31, 2001), minus .25% to plus .25%. Based on eligible accounts
receivable at December 31, 2001, $1,100,000 of the credit facility was available
for future borrowings after adjusting for the restrictions for outstanding
letters of credit and minimum availability requirements.
Under the terms of the First Union Agreement, the Company is required to
maintain certain financial ratios and comply with other financial conditions.
The First Union Agreement also prohibits the Company from incurring certain
additional indebtedness, limits certain investments, advances or loans and
restricts substantial asset sales, capital expenditures and cash dividends. At
December 31, 2001 the Company was in compliance with all loan covenants of the
First Union Agreement, as retroactively amended in 2002.
Long-Term Debt -
On January 29, 1999, the Company completed a $15,000,000 private placement of
senior subordinated notes and warrants with three financial institutions. The
notes originally bore interest at 12.0% per annum and are subordinate to all
senior debt including the Company's credit facility with First Union. Under the
terms of the notes, as amended in 2002, the Company is required to maintain
certain financial ratios and comply with other financial conditions for which
the Company was in compliance as of December 31, 2001. The notes mature on
January 29, 2006 and may be prepaid by the Company under certain circumstances.
The warrants expire on January 19, 2009 and are exercisable at any time prior to
expiration at a price of $.001 per equivalent share of common stock for an
aggregate of 506,250 shares of the Company's stock, subject to additional
adjustments. The Company has recorded the fair value of the warrants of
$1,265,000 as a credit to additional paid-in-capital and a debt discount on the
senior subordinated notes. The Company used the proceeds to finance acquisitions
and to reduce outstanding short-term borrowings.
-42-
As of August 17, 2000, November 21, 2000, March 30, 2001, May 30, 2001, August
20, 2001, November 19, 2001 and April 12, 2002, the Company and the note holders
modified the senior subordinated notes entered into on January 29, 1999 to
change the financial ratios and conditions that the Company must comply with.
The most recent amendment increases the interest rate on the notes to 15.0%
beginning April 1, 2002. The interest rate will be reduced to 12.0%
retroactively to April 1, 2002 contingent upon the Company meeting certain debt
restructuring goals. In addition, as a result of the terms of certain prior
amendments, the Company was required to repay $1,000,000 of the notes in 2001
with the proceeds from the sale of its air delivery business as well as repay an
additional $250,000 of the notes in 2001. Payments totalling $750,000 are
required to be repaid in 2002. Furthermore, as noted above, in order for the
Company to achieve a retroactive interest rate reduction, it will be required to
restructure its debt. This would require the Company to pay an additional
$1,750,000 in 2002 to the noteholders and an additional $750,000 in each of
2003, 2004 and 2005 in order to meet the restructuring goals. As the Company has
not yet achieved this debt restructuring, the accompanying financial statements
reflect the principal payment requirements under the current agreements.
Long-term debt consists of the following (in thousands) -
December 31,
------------
2001 2000
---- ----
Senior Subordinated Notes, net of unamortized discount of $738 and $919,
respectively. $13,012 $14,081
10.0% Subordinated Convertible Debentures. (a) - 150
Capital lease obligations due through October 2004 with interest at rates ranging
from 5.7% to 8.0% and secured by the related property. 609 385
Seller-financed debt on acquisitions, payable in monthly installments through June
2007. Interest is payable at rates ranging between 7.0% and 11.0%. (b) 6,777 8,220
Various equipment and vehicle notes payable to banks and finance companies due
through July 2002 with interest ranging from 8.0% to 15.3% and secured by
various assets of certain subsidiaries. 5 83
Debt due to former owners with weekly and quarterly principal and interest payments
through May 2001 together with interest at rates ranging from 8% to 10%. - 10
Debt due in settlement of certain litigation against the Company and certain
affiliates with principal and interest payments of $30,000 due monthly and the
entire balance of principal, plus all accrued interest, due on July 1, 2002. 192 588
--- ---
20,595 23,517
Less - Current maturities (2,362) (5,752)
------- -------
$18,233 $17,765
======= =======
-43-
(a) In September 1995, the Company issued $2,000,000 in the aggregate
principal amount of its 8% Subordinated Convertible Debentures (the "8%
Debentures"). On April 1, 1998 the Company converted $740,000 of the
$2,000,000 of the 8% Debentures to 10% Subordinated Convertible Debentures
(the "10% Debentures") and issued $150,000 of additional 10% Debentures.
The remaining 8% Debentures, totaling $1,260,000 were repaid in August
1998. On August 1, 1999, the 10% Debentures were further amended extending
the maturity date to August 21, 2001 and reducing the conversion price to
$5.00 per share. An additional $150,000 of 10% Debentures were issued at
that time and $311,250 of 10% Debentures were repaid. During 2000, $578,750
of 10% Debentures were repaid. During 2001, the remaining $150,000 of 10%
Debentures were repaid.
(b) In March 2001, the Company renegotiated the repayment terms of certain
seller-financed debt. Upon maturity, the individual notes were converted
into four year term loans with principal and interest payments due monthly.
The thirty-sixth payment was to be a balloon payment of the remaining
principal and interest due. In April 2002, the Company renegotiated the
repayment terms of certain seller-financed debt. Effective with the July
2002 payments, the individual notes convert into five year term loans with
principal and interest payments due monthly. The interest rate on
seller-financed debt, as amended in 2002, is generally a floating interest
rate with a floor of 7% and a ceiling of 9%. The one note not yet
renegotiated in 2002 has a balance of $1,551,000 at December 31, 2001 and
bears interest at a rate of 11.0%.
The aggregate annual principal maturities of debt (excluding capital lease
obligations) as of December 31, 2001 are as follows (in thousands) -
2002 $2,049
2003 1,292
2004 1,640
2005 983
2006 13,316
Thereafter 706
---
Total $19,986
=======
The Company leases certain transportation and warehouse equipment under capital
lease agreements that expire at various dates. At December 31, 2001, minimum
annual payments under capital leases, including interest, are as follows (in
thousands) -
2002 $349
2003 309
2004 3
Total minimum payments 661
Less - Amounts representing interest (52)
----
Net minimum payments 609
Less - Current portion of obligations under capital leases (313)
-----
Long-term portion of obligations under capital leases $296
====
-44-
(10) EMPLOYEE BENEFIT PLANS:
The Company adopted a 401(k) retirement plan during 1996 and merged all of the
existing subsidiary plans into the newly adopted plan. Substantially all
employees are eligible to participate in the plan and are permitted to
contribute between 1% and 20% of their annual salary. The Company has the right
to make discretionary contributions that will be allocated to each eligible
participant. The Company did not make discretionary contributions for the years
ended December 31, 2001, 2000 and 1999.
(11) INCOME TAXES:
Federal and state income tax (benefit) provision for continuing operations for
the years ended December 31, 2001, 2000 and 1999 are as follows (in thousands) -
2001 2000 1999
------- ------- -------
Federal-
Current ($1,061) ($ 988) ($ 37)
Deferred (535) (962) 666
State (184) (189) (10)
------- ------- -------
($1,780) ($2,139) $ 619
======= ======= =======
The Company has estimated Federal Net Operating Losses ("NOLs") available to
offset future income of approximately $550,000 and $0 as of December 31, 2001
and 2000, respectively. Such NOLs expire in 2021. As of December 31, 2001
utilization of such NOLs was in doubt and the Company recorded a valuation
allowance of $190,000 in conjunction with such NOLs.
The components of deferred income tax assets and liabilities, are as follows (in
thousands) -
December 31,
-------------------
2001 2000
------- -------
Deferred income tax assets -
Current -
Allowance for doubtful accounts $ 630 $ 1,785
Basis differential of items included in discontinued
operations resulting in current deferred tax asset
(retained by continuing operations) -- 269
Federal NOL carryforwards 190 --
Reserves and other, net 591 520
------- -------
Total current deferred income tax assets 1,411 2,574
Non-current -
Accumulated depreciation and amortization 909 --
------- -------
Total non-current deferred income tax assets 909 --
------- -------
Valuation Allowance (1,190) (1,000)
------- -------
Net total deferred income tax assets $ 1,130 $ 1,574
======= =======
Deferred income tax liabilities -
Current -
Reserves and other, net $ -- $ (146)
Basis differential of items included in discontinued
operations resulting in current deferred tax liability
(retained by continuing operations) -- (59)
------- -------
Total current deferred income tax liabilities -- (205)
------- -------
Non-current -
Accumulated depreciation and amortization -- (190)
Cash to accrual differences -- (72)
Basis differential of items included in discontinued
operations resulting in non-current deferred tax liability
(retained by continuing operations) -- --
Other (294) (897)
------- -------
Total non-current deferred income tax liabilities (294) (1,159)
------- -------
Total deferred income tax liabilities ($ 294) ($1,364)
------- -------
Net deferred tax asset $ 836 $ 210
======= =======
-45-
The differences in Federal income taxes provided and the amounts determined by
applying the Federal statutory tax rate (34%) to (loss) income from continuing
operations before income taxes for the years ended December 31, 2001, 2000 and
1999, result from the following (in thousands) -
2001 2000 1999
------- ------- -------
Tax at statutory rate ($2,578) ($2,845) $ 533
Add (deduct) the effect of-
State income taxes, net of Federal benefit (129) (126) (7)
Reserve on deferred tax asset 190 850 --
Capital loss on sale of subsidiary (no tax benefit) 776 -- --
Nondeductible expenses and other, net (39) (18) 93
------- ------- -------
(Benefit) provision for income taxes ($1,780) ($2,139) $ 619
======= ======= =======
(12) COMMITMENTS AND CONTINGENCIES:
Operating Leases -
The Company leases its office and warehouse facilities under non-cancelable
operating leases, which expire at various dates through January 2007. The
approximate minimum rental commitments of the Company, under existing agreements
as of December 31, 2001, are as follows (in thousands) -
2002 $3,508
2003 2,427
2004 1,477
2005 1,016
2006 687
Thereafter 62
Rent expense, primarily for facilities, amounted to approximately $8,409,000,
$10,769,000 and $9,583,000 for the years ended December 31, 2001, 2000 and 1999,
respectively.
Litigation -
In February 1996, Liberty Mutual Insurance Company ("Liberty Mutual") filed an
action against Securities Courier Corporation ("Securities"), a subsidiary of
the Company, Mr. Vincent Brana, an employee of the Company, and certain other
parties in the United States District Court for the Southern District of New
York. Under the terms of its acquisition of Securities, the Company had certain
rights to indemnification from Mr. Brana. In connection with the
indemnification, Mr. Brana has entered into a Settlement Agreement and executed
a Promissory Note in such amount as may be due for any defense costs or award
arising out of this suit. Mr. Brana has agreed to repay the Company on December
1, 2002, together with interest calculated at a rate per annum equal to the rate
charged the Company by its senior lender. (See Note 16) Mr. Brana delivered
357,301 shares of CD&L common stock to the Company as collateral for the note.
On September 8, 2000 the parties entered into a settlement agreement in which
Securities and Mr. Brana agreed to pay Liberty Mutual $1,300,000. An initial
payment of $650,000 was made by Securities on October 16, 2000, $325,000 plus
interest at a rate of 10.5% per annum was paid in monthly installments ending
July 1, 2001 and $325,000 plus interest at a rate of 12.0% per annum is due in
monthly installments ending July 1, 2002. Recently, Mr. Brana has disputed his
obligation to satisfy the amounts when they are due.
-46-
The Company is, from time to time, a party to litigation arising in the normal
course of its business, most of which involves claims for personal injury and
property damage incurred in connection with its same-day delivery operations. In
connection therewith, the Company has recorded reserves of $575,000 and $455,000
as of December 31, 2001 and 2000, respectively. Management believes that none of
these actions, including the action described above, will have a material
adverse effect on the consolidated financial position or results of operations
of the Company.
Earn-Outs
Certain of the companies acquired by the Company are eligible to earn additional
amounts, consisting of a combination of cash and notes payable, as adjustments
to the purchase prices paid for those companies. At December 31, 1999, the
Company had recorded an accrual for the estimated earn-outs for Gold Wings,
Westwind and Skycab in the amounts of $520,000, $700,000 and $100,000, in
connection with recording their respective acquisitions. Due to applicable
targets not being met, the earn outs for Everready Express and Manteca
Enterprises were reduced by $242,000 and $679,000, respectively during 1999. The
Company recorded an increase in purchase price for a settlement reached in
connection with the acquisition of Metro Courier in the amount of $167,000
during 1999. At December 31, 2000, the Company had recorded an accrual for the
estimated earn-outs for Gold Wings and Westwind in the amounts of $170,000 and
$75,000, in connection with their respective acquisitions. Due to applicable
targets not being met, the earn outs for Gold Wings and Westwind were reduced by
$100,000 and $600,000, respectively during 2000. In 2001, approximately $150,000
was paid to Gold Wings in full settlement of the earn out on that acquisition
and the $75,000 was paid to Westwind. As of December 31, 2001, the Company has
recorded and paid all required earn-outs.
(13) Stock Option Plans:
The Company has two stock option plans under which employees and independent
directors may be granted options to purchase shares of Company Common Stock at
or above the fair market value at the date of grant. Options generally vest in
one to four years and expire in 10 years.
-47-
Employee Stock Compensation Program -
In September 1995, the Board of Directors adopted, and the stockholders of the
Company approved the Company's Employee Stock Compensation Program (the
"Employee Stock Compensation Program"). The Employee Stock Compensation Program
authorizes the granting of incentive stock options, non-qualified supplementary
options, stock appreciation rights, performance shares and stock bonus awards to
key employees of the Company, including those employees serving as officers or
directors of the Company. The Company initially reserved 1,400,000 shares of
Common Stock for issuance in connection with the Employee Stock Compensation
Program. In June 1998 the Board of Directors adopted and the stockholders of the
Company approved an additional 500,000 shares for issuance under the Employee
Stock Compensation Program. In June 2000 the Board of Directors adopted and the
stockholders of the Company approved the Year 2000 Employee Stock Compensation
Program, which provided an additional 1,350,000 shares for issuance to key
employees of the Company. In June 2001 the Board of Directors adopted and the
stockholders of the Company approved an amendment to the Year 2000 Employee
Stock Compensation Program, which provided an additional 375,000 shares for
issuance to key employees of the Company. The Employee Stock Compensation
Programs are administered by a committee of the Board of Directors (the
"Administrators") made up of directors who are disinterested persons. Options
and awards granted under the Employee Stock Compensation Programs will have an
exercise or payment price as established by the Administrators provided that the
exercise price of incentive stock options may not be less than the fair market
value of the underlying shares on the date of grant. Unless otherwise specified
by the Administrators, options and awards will vest in four equal installments
on the first, second, third and fourth anniversaries of the date of grant.
1995 Stock Option Plan for Independent Directors -
In September 1995, the Board of Directors adopted, and the stockholders of the
Company approved, the Company's 1995 Stock Option Plan for Independent Directors
(the "Director Plan"). The Director Plan authorizes the granting of
non-qualified stock options to non-employee directors of the Company. The
Company has reserved 100,000 shares of Common Stock for issuance in connection
with the Director Plan. The Director Plan is administered by a committee of the
Board of Directors (the "Committee"), none of whom will be eligible to
participate in the Director Plan. The Director Plan provided for an initial
grant of an option to purchase 1,500 shares of Common Stock upon election as a
director of the Company, a second option to purchase 1,000 shares of Common
Stock upon the one-year anniversary of such director's election and subsequent
annual options for 500 shares of Common Stock upon the anniversary of each year
of service as a director. In June 1998 the stockholders of the Company approved
amendments to the Director Plan. The amendments replaced the annual stock option
grants of the original plan with quarterly grants of 1,250 shares of stock
options on the first trading day of each fiscal quarter commencing on October 1,
1997. In August of 1998 and February of 1999, the Committee approved further
amendments to the Plan. These amendments replaced the time period to exercise
vested options after a participating director has served as a director for a
period of three consecutive years or more. The Director Plan was amended to
provide that in the event any holder, who has served as a director for three or
more consecutive years, shall cease to be a director for any reason, including
removal with or without cause or death or disability, all options (to the extent
exercisable at the termination of the director's service) shall remain
exercisable by the holder or his lawful heirs, executors or administrators until
the expiration of the ten year period following the date such options were
granted.
-48-
Information regarding the Company's stock option plans is summarized below:
Weighted
Number Average
of Exercise
Shares Price
------ -----
Shares under option:
Outstanding at December 31, 1998 1,154,315 $6.34
Granted 381,229 $3.15
Exercised - -
Canceled (75,225) $8.92
-------- -----
Outstanding at December 31, 1999 1,460,319 $5.33
Granted 1,522,500 $1.91
Exercised - -
Canceled (559,134) $2.76
--------- -----
Outstanding at December 31, 2000 2,423,685 $3.77
Granted 55,000 $0.56
Exercised - -
Canceled (534,969) $4.79
--------- -----
Outstanding at December 31, 2001 1,943,716 $3.25
========= =====
Options exercisable at:
December 31, 1999 1,099,297 $6.08
========= =====
December 31, 2000 1,611,928 $4.57
========= =====
December 31, 2001 1,685,372 $3.41
========= =====
At December 31, 2001, options available for grant under the Employee Stock
Compensation Plans and the Director Plan total 1,778,784 and 2,500,
respectively.
The following summarizes information about option groups outstanding and
exercisable at December 31, 2001:
Outstanding Options Exercisable Options
------------------- -------------------
Number Number
Outstanding Weighted Weighted Exercisable Weighted
Range of as of Average Average as of Average
Exercise December 31, Remaining Exercise December 31, Exercise
Prices 2001 Life Price 2001 Price
- ------ ---- ---- ----- ---- -----
$0.450 -
$1.438 70,000 9.09 $0.65 70,000 $0.65
$1.813 -
$1.813 650,000 8.45 $1.81 500,000 $1.81
$2.000 -
$2.625 584,085 6.77 $2.33 540,085 $2.36
$2.688 -
$4.875 423,138 6.58 $3.59 358,794 $3.67
$6.000 -
$13.000 216,493 4.62 $10.20 216,493 $10.20
------- ---- ------ ------- ------
-49-
The Company adopted the provisions of SFAS 123 and has chosen to continue to
account for stock-based compensation using the intrinsic value method.
Accordingly, no compensation expense has been recognized for its stock-based
compensation plans. Pro forma information regarding net (loss) income and (loss)
earnings per share is required, and has been determined as if the Company had
accounted for its stock options under the fair value method. The fair value for
these options was estimated at the date of grant using the Black-Scholes
option-pricing model with the following assumptions for 2001, 2000 and 1999.
2001 2000 1999
---- ---- ----
Weighted average fair value $0.53 $1.83 $2.33
Risk-free interest rate 4.80% 6.50% 6.00%
Volatility factor 141% 140% 76%
Expected life 7 years 7 years 7 years
Dividend yield None None None
---- ---- ----
The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
changes in the subjective input assumptions can materially affect the fair value
estimate, in management's opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of its stock options.
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. The Company's pro
forma net (loss) income and (loss) income per share were as follows (in
thousands, except per share data):
2001 2000 1999
--------- --------- ---------
(Loss) income from continuing operations - as
reported ($5,804) ($6,229) $950
Net (loss) income from discontinued operations -
as reported (465) (1,419) 1,961
--------- --------- ---------
Net (loss) income - as reported ($6,269) ($7,648) $2,911
========= ========= =========
(Loss) income from continuing operations - pro
forma ($5,928) ($7,356) $533
Net (loss) income from discontinued operations -
pro forma (465) (1,419) 1,961
--------- --------- ---------
Net (loss) income - pro forma ($6,393) ($8,775) $2,494
========= ========= =========
Basic (loss) income per share:
Continuing operations - as reported ($.76) ($.84) $.13
Discontinued operations - as reported ($.06) ($.19) $.27
--------- --------- ---------
Net (loss) income per share - as reported ($.82) ($1.03) $.40
========= ========= =========
Continuing operations - pro forma ($.77) ($.99) $.07
Discontinued operations - pro forma ($.06) ($.19) $.27
--------- --------- ---------
Net (loss) income per share - pro forma ($.83) ($1.18) $.34
========= ========= =========
Diluted (loss) income per share:
Continuing operations - as reported ($.76) ($.84) $.12
Discontinued operations - as reported ($.06) ($.19) $.25
--------- --------- ---------
Net (loss) income per share - as reported ($.82) ($1.03) $.37
========= ========= =========
Continuing operations - pro forma ($.77) ($.99) $.07
Discontinued operations - pro forma ($.06) ($.19) $.25
--------- --------- ---------
Net (loss) income per share - pro forma ($.83) ($1.18) $.32
========= ========= =========
-50-
(14) EMPLOYEE STOCK PURCHASE PLAN
Effective April 1, 1998, CDL adopted an Employee Stock Purchase Plan (the
"Employee Purchase Plan") which was amended in 1999. The Employee Purchase Plan
permitted eligible employees to purchase CDL common stock at 85% of the closing
market price on the last day prior to the commencement or the end of the
purchase period. The Employee Purchase Plan provided for the purchase of up to
500,000 shares of common stock. During 2001, 2000 and 1999, 0, 305,202 and
73,172 shares were issued under the Employee Purchase Plan, respectively.
(15) SHAREHOLDER PROTECTION RIGHTS AGREEMENT
On December 27, 1999, the Board of Directors of the Company announced the
declaration of a dividend of one right (a "Right") for each outstanding share of
Common Stock of the Company held of record at the close of business on January
6, 2000, or issued thereafter and prior to the time at which they separate from
the Common Stock and thereafter pursuant to options and convertible securities
outstanding at the time they separate from the Common Stock. The Rights were
issued pursuant to a Stockholder Protection Rights Agreement, dated as of
December 27, 1999, between the Company and American Stock Transfer & Trust
Company, as Rights Agent. Each Right entitles its registered holder to purchase
from the Company, after the Separation Time, one one-hundredth of a share of
Participating Preferred Stock, par value $0.01 per share, for $27.00 (the
"Exercise Price"), subject to adjustment. The holders of Rights will, solely by
reason of their ownership of Rights, have no rights as stockholders of the
Company, including, without limitation, the right to vote or to receive
dividends.
The Rights will separate from the Common Stock if any person or group (subject
to certain exceptions) becomes the beneficial owner of fifteen percent or more
of the Common Stock or any person or group (subject to certain exceptions) makes
a tender or exchange offer that would result in that person or group
beneficially owning fifteen percent or more of the Common Stock. Upon separation
of the Rights from the Common Stock, each Right (other than Rights beneficially
owned by the acquiring person or group, which Rights shall become void) will
constitute the right to purchase from the Company that number of shares of
Common Stock of the Company having a market price equal to twice the Exercise
Price for an amount equal to the Exercise Price. In addition, if a person or
group who has acquired beneficial ownership of fifteen percent or more of the
Common Stock controls the board of directors of the Company and the Company
engages in certain business combinations or asset sales, then the holders of the
Rights (other than the acquiring person or group) will have the right to
purchase common stock of the acquiring company having a market value equal to
two times the Exercise Price.
In certain circumstances, the Board of Directors may elect to exchange all of
the then outstanding Rights (other than Rights beneficially owned by the
acquiring person or group, which Rights become void) for shares of Common Stock
at an exchange ratio of one share of Common Stock per Right, appropriately
adjusted to reflect certain changes in the capital stock of the Company. In
addition, the Board of Directors may, prior to separation from the Common Stock,
redeem all (but not less than all) the then outstanding Rights at a price of
$.01 per Right. Unless redeemed, exchanged or amended on an earlier date, the
Rights will expire on the tenth anniversary of the record date.
-51-
(16) RELATED PARTY TRANSACTIONS:
Leasing Transactions -
Certain subsidiaries of the Company paid approximately $173,000, $523,000 and
$536,000 for the years ended December 31, 2001, 2000 and 1999, respectively, in
rent to certain directors, stockholders or companies owned and controlled by
directors or stockholders of the Company. Rent is paid for office, warehouse
facilities and transportation equipment.
Note Receivable from Stockholder -
In connection with his indemnification to CDL under the terms of CDL's
acquisition of Securities, Mr. Vincent Brana, an employee of the Company, has
entered into a settlement agreement and executed a promissory note in the amount
of $500,000 or such greater amount as may be due under the settlement agreement.
The Company has agreed to advance certain legal fees and expenses related to
certain litigation involving Securities, for which Mr. Brana has indemnified
CDL. At December 31, 2001 and 2000 the Company had a receivable due from Mr.
Brana totaling $2,800,000 and $2,908,000, respectively. Mr. Brana has agreed to
repay the Company on December 1, 2002, together with interest calculated at a
rate per annum equal to the rate charged the Company by its senior lender. The
Company holds 357,301 shares of common stock as security for the promissory
note. As of December 31, 2000, considering the market value of the collateral
and Mr. Brana's failure to update and provide satisfactory evidence to support
his ability to pay the promissory note, the Company recorded a $2,500,000
reserve against the receivable. Recently, Mr. Brana has disputed his obligation
to satisfy the amounts when they are due.
(17) SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid (net refund received) for interest and income taxes for the years
ended December 31, 2001, 2000 and 1999 was as follows (in thousands) -
2001 2000 1999
---- ---- ----
Interest $3,171 $2,969 $2,666
Income taxes ($1,132) $33 $2,752
-------- --- ------
-52-
Supplemental schedule of non-cash financing activities for the years ended
December 31, 2001, 2000 and 1999 was as follows (in thousands) -
2001 2000 1999
---- ---- ----
Capital lease obligations incurred $693 $- $564
Seller financed debt related to purchase of businesses - - 4,752
Debt and capital leases assumed in connection with
acquisitions - - 787
Issuance of common stock in connection with acquisitions
of businesses - - 1,385
Issuance of warrants in connection with private
placement - - 1,265
Reduction of purchase price for businesses
previously acquired, net 559 600 497
(18) QUARTERLY FINANCIAL DATA (UNAUDITED):
Unaudited quarterly financial data for the years ended December 31, 2001 and
2000 was as follows (in thousands, except per share amounts) -
Quarter Ended
-------------------------------------------------
March 31, June 30, September 30, December 31,
-------- ------- ------------ -----------
Year ended December 31, 2001:
Revenue $ 40,037 $ 39,797 $ 40,566 $ 40,144
Gross Profit 8,584 8,561 8,287 7,272
(Loss) Income From Continuing Operations (12) (2,058) 114 (3,848)
Net (Loss) Income (12) (2,058) 114 (4,313)
Basic (Loss) Income Per Share (.00) (.27) .01 (.56)
Diluted (Loss) Income Per Share (.00) (.27) .01 (.56)
Basic Weighted Average Common Shares
Outstanding 7,659 7,659 7,659 7,659
Diluted Weighted Average Common Shares
Outstanding 7,659 7,659 8,164 7,659
Year ended December 31, 2000:
Revenue $ 42,903 $ 41,878 $ 43,040 $ 42,258
Gross Profit 8,722 9,167 9,175 7,399
Loss From Continuing Operations (1,354) (212) (400) (4,263)
Net (Loss) Income (1,110) 128 116 (6,782)
Basic (Loss) Income Per Share (.15) .02 .02 (.89)
Diluted (Loss) Income Per Share (.15) .02 .01 (.89)
Basic Weighted Average Common Shares
Outstanding 7,353 7,353 7,353 7,659
Diluted Weighted Average Common Shares
Outstanding 7,353 7,915 8,034 7,659
(19) SUBSEQUENT EVENT (UNAUDITED):
Pursuant to a letter from the Securities and Exchange Commission dated November
12, 2002 and follow-up correspondence, the Company has amended its financial
statements for the year ended December 31, 2001 to reflect two requested
changes. The "Operating (loss) income" subtotal on the Consolidated Statements
of Operations has been eliminated and the write-off of the $2,500,000 Note
Receivable from the purchasers of Sureway has been reclassified from
"Discontinued Operations" to "Other expense, net." Footnotes numbered 3, 11, 13
and 18 as well as all references related to these two items have been adjusted
to reflect such changes.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
None.
-53-
PART III
Item 10. Directors and Executive Officers of the Registrant
Set forth below are the names and ages (as of February 1, 2002) of each
of the directors and executive officers, the other positions and offices
presently held by each such person within the Company, the period during which
each such person has served on the Board of Directors of the Company, and the
principal occupations and employment of each such person during the past five
years. In each instance in which dates are not provided in connection with a
director's business experience, such director has held the position indicated
for at least the past five years.
William T. Brannan, 53, has served as the President and Chief Operating
Officer of CD&L since November 1994. From January 1991 until October 1994, Mr.
Brannan served as President, Americas Region - US Operations, for TNT Express
Worldwide, a major European-based overnight express delivery company. Mr.
Brannan has 25 years of experience in the transportation and logistics industry.
Michael Brooks, 47, has served as Director of the Company since
December 1995 and as Group Operations President since December 2000. Mr. Brooks
previously had been Southeast Region Manager since August 1996 and the President
of Silver Star Express, Inc., a subsidiary of the Company, since November 1995.
Prior to the merger of Silver Star Express, Inc. into the Company, Mr. Brooks
was President of Silver Star Express, Inc. since 1988. Mr. Brooks has 25 years
of experience in the same-day delivery and distribution industries. In addition,
Mr. Brooks is currently a Director of the Express Carriers Association, an
associate member of the National Small Shipment Traffic Conference and an
affiliate of the American Transportation Association.
Thomas E. Durkin III, 48, Director since 1999. Mr. Durkin was appointed
as Vice President of Corporate Development, General Counsel and Secretary of
Capital Environmental Resource, Inc. in October 2001. He is also a partner to
Durkin & Durkin, a New Jersey based law firm, with whom Mr. Durkin practiced as
a partner from September 1978 until September 1997. Mr. Durkin served as a
consultant to Waste Management Inc., a multibillion dollar publicly held
international solid waste management company from January 2000 to September
2001. From October 1997 through December 1999, Mr. Durkin served as area Vice
President of Business Development of Waste Management Inc. In addition Mr.
Durkin has served as a partner of two privately held real estate brokerage
companies. Mr. Durkin graduated from Fordham University in 1975 and graduated
Cum Laude from Seton Hall University School of Law in 1978.
Jon F. Hanson, 65, Director since 1997. Mr. Hanson has served as the
President and Chairman of Hampshire Management Company, a real estate investment
firm since December 1976. From April 1991 to the present, Mr. Hanson has served
as a director to the Prudential Insurance Company of America. In addition, Mr.
Hanson currently serves as a director with the United Water Resources and the
Orange and Rockland Utilities from April 1985 and September 1995, respectively.
Marilu Marshall, 56, Director since 1997. Vice President Human
Resources - North America for Estee Lauder Co. Inc. since October 1998. From
November 1987 until September 1998, Ms. Marshall served as Senior Vice-President
and General Counsel for Cunard Line Limited. Prior thereto, from July 1984 to
September 1987 Ms. Marshall served as the Vice-President and General Counsel of
GNOC, Corp., t/a Golden Nugget Hotel & Casino.
-54-
Matthew Morahan, 52, Director since 2000. Mr. Morahan has been a
private investor since 1997. From 1994 until 1997, Mr. Morahan served as
Executive Vice President of the Macro Hedge Fund of Summit Capitol Advisors LLC.
Prior thereto, Mr. Morahan served as Managing Director of the High Yield
Department of Paine Webber Group from 1991 to 1994. From 1976 to 1990, he served
as Partner and Managing Director of Wertheim & Co. Mr. Morahan served as Vice
President of the Corporate Bond Department for Hornblower & Weeks, Hemphill,
Noyes & Co. from 1971 to 1976.
John A. Simourian, 66, Director since 1999. Mr. Simourian has served as
Chairman of the Board and Chief Executive Officer of Lily Transportation Corp.
("Lily"), a privately held truck leasing and dedicated logistics company, since
1958 when Mr. Simourian founded Lily. Lily currently employs approximately 750
employees and leases and or operates 4,000 vehicles out of 27 locations from New
England to North Carolina. Mr. Simourian attended Harvard University where he
received his undergraduate degree in 1957 and his graduate degree from the
Harvard Business School in 1961. In 1982 Mr. Simourian was elected to the
Harvard University Hall of Fame. Mr. Simourian also served in the United States
Navy from 1957 to 1959.
Albert W. Van Ness, Jr., 59, has served as the Chairman of the Board,
Chief Executive Officer and Director of CD&L since February 1997. He was
formerly the President and Chief Operating Officer of Club Quarters, LLC, a
privately held hotel management company and remains a member partner. In the
early nineties, Mr. Van Ness served as Director of Managing People &
Productivity, a senior management consulting firm. During most of the eighties,
Mr. Van Ness held various executive positions with Cunard Line Limited, a
passenger ship and luxury hotel company, including Executive Vice President and
Chief Operating Officer of the Cunard Leisure Division and Managing Director and
President of the Hotels and Resorts Division. Earlier in his career Mr. Van Ness
served as the President of Seatrain Intermodal Services, Inc., a cargo shipping
company. Mr. Van Ness held various management positions at the start of his
professional life with Ford Motor Company, Citibank and Hertz. Mr. Van Ness
majored in Sociology and Economics and received a B.A. and M.A. degree and
completed his coursework towards his doctorate in Economics. He attended Duke
University, Northern State University, South Dakota State University and
Syracuse University. Mr. Van Ness has belonged to the New York Athletic Club,
the Yale Club, the Chemists' Club and Knollwood Country Club.
John S. Wehrle, 49, Director since 1997. Managing Director of Gryphon
Holdings, L.P. since January 1999. From August 1997 to December 1998, Mr. Wehrle
served as President and CEO of Heartland Capital Partners, L.P. Prior thereto,
Mr. Wehrle served as Vice President and Head of Mergers & Acquisitions for A.G.
Edwards & Sons, Inc. from July 1994 to July 1997. From 1989 to 1994 Mr. Wehrle
served as Vice President-Financial Planning for The Dyson-Kissner-Moran
Corporation where he was a key participant in acquisitions and corporate
development. He also served as Managing Director of Chase Manhattan Bank, N.A.
for three years from August 1986 to October 1989 where he was engaged in the
execution of Leveraged Acquisitions. From 1976 to 1986 Mr. Wehrle held various
positions with both Price Waterhouse and Touche Ross & Co. in both New York and
London.
-55-
Russell J. Reardon, 52, has served as Vice President - Chief Financial
Officer since November 1999. Mr. Reardon previously had been Vice President -
Treasurer of CD&L since January 1999. Prior thereto, from September 1998 until
January 1999 Mr. Reardon was Chief Financial Officer, Secretary and Vice
President - Finance of Able Energy, Inc. a regional home heating oil supplier.
From April 1996 until June 1998 Mr. Reardon was Chief Financial Officer,
Secretary and Vice President - Finance of Logimetrics, Inc. a manufacturer of
broad-band wireless communication devices.
Jeremy Weinstein, 39, has served as Vice President - Controller since
November 1999. Prior to his appointment, Mr. Weinstein served as the Company's
Northeast Region Controller since March 1997 and before that was controller of
the Company's Manhattan operation.
Anthony Guzzo, 29, was appointed Vice President - Treasurer in March
2002. Prior to his appointment, Mr. Guzzo served as the Company's Assistant
Treasurer from January 2001 to February 2002. Mr. Guzzo previously had been the
Company's Director of Financial Reporting since June 2000 and before that was a
manager in the Consumer Products and Services Division of Arthur Andersen LLP.
Mark Carlesimo, 48, has served as Vice President - General Counsel and
Secretary of CD&L since September 1997. From July 1983 until September 1997, Mr.
Carlesimo served as Vice President of Legal Affairs of Cunard Line Limited.
Earlier in his career, Mr. Carlesimo served as Staff Counsel to Seatrain Lines,
Inc., a cargo shipping company and was engaged in the private practice of law.
He majored in economics at Fordham University and received his law degree from
Fordham University School of Law.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's directors,
certain officers and persons holding more than 10% of a registered class of the
Company's equity securities to file with the Securities and Exchange Commission
and to provide the Company with initial reports of ownership, reports of changes
in ownership and annual reports of ownership of Common Stock and other equity
securities of the Company. A Form 4 for reporting certain stock purchases in
August 2001 for Mr. Matthew Morahan was filed late in September 2001. Based
solely upon a review of such reports furnished to the Company by its directors
and executive officers, the Company believes that all other Section 16(a)
reporting requirements were timely fulfilled during 2001.
Item 11. Executive Compensation
The following table summarizes certain information relating to
compensation for services rendered during the years ended December 31, 1999,
2000 and 2001 to each person serving as the Chief Executive Officer of the
Company and each of the Company's four other most highly paid executive officers
whose compensation exceeded $100,000.
-56-
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation (1)
------------------- -----------------------
Awards
-----------------------
Other Securities
Annual Restricted Underlying
Compen- Stock Options/ All Other
Name and Salary Bonus sation Awards SARs Compensation
Principal Position Year ($) ($) ($)(2) ($) (3) ($)
------------------ ---- --- --- ------ --- --- ---
Albert W. Van Ness, Jr. 2001 288,119 173,625 - - 25,000 -
Chairman and Chief 2000 280,198 75,000(4) - - 25,000 -
Executive Officer 1999 150,000 75,000 - 150,000(5) 67,229 -
William T. Brannan 2001 276,764 39,375 - - - -
President and Chief 2000 241,760 10,000 - - 150,000 -
Operating Officer 1999 224,658 48,621 - - 40,000 -
Michael Brooks 2001 218,461 32,500 - - - -
Group Operations 2000 193,454 10,380 - - 150,000 -
President 1999 175,005 30,438 - - 28,000 -
Russell Reardon 2001 185,385 37,500 - - - -
Chief Financial Officer 2000 167,231 5,975 - - 150,000 -
1999 120,085 15,675 - - 27,500 -
Jeremy Weinstein 2001 160,250 28,900 - - - -
Corporate Controller 2000 149,369 19,392 - - - -
1999 145,692 36,970 - - - -
- -----------------
(1) The Company did not grant any stock appreciation rights or make any
long-term incentive plan pay-out during the years ended December 31, 1999, 2000
and 2001.
(2) Excludes certain personal benefits, the total value of which was less than
the lesser of either $50,000 or 10% of the total annual salary and bonus for
each of the executives.
(3) Comprised solely of incentive or non-qualified stock options. See "Stock
Option Plans - Employee Stock Compensation Program and Year 2000 Stock Incentive
Plan."
(4) Additional bonus earned for extension of his employment agreement.
(5) The restricted stock award of 47,051 shares of the Company's Common stock
was made on April 9, 1999 under the Company's Employee Stock Compensation
Program and is not subject to forfeiture.
Employment Agreements; Covenants-Not-To-Compete
Effective as of January 5, 2000, Mr. Van Ness entered into an
employment agreement with the Company (the "2000 Agreement") commencing upon
termination of the employment agreement with the Company entered into on January
4, 1999. In January 2001, certain terms of the 2000 Agreement were modified by
an Amendatory Agreement which was further orally modified in June 2001 to
provide for an annual salary of $300,000 per year for the duration of the 2000
Agreement with the right to receive an annual bonus equal to up to 100% of Mr.
Van Ness' then-current base salary based upon the Company attaining certain
targets. For the period January 1, 2001 to present, Mr. Van Ness has continued
to serve as the Company's Chairman of the Board and Chief Executive Officer. Mr.
Van Ness and the Company are currently negotiating an extension of the 2000
Agreement at a reduced salary.
-57-
The employment agreement provides that, in the event of a termination
of employment by the Company for any reason other than "cause" or "disability"
(as defined in the 2000 Agreement) or by Mr. Van Ness as a result of a material
breach by the Company, then Mr. Van Ness will be entitled to receive for the
remainder of the term all base salary due, all annual bonuses and all other
benefits and prerequisites. In the event that Mr. Van Ness' employment
terminates within 360 days of a "change in control" (as defined in the 2000
Agreement), Mr. Van Ness will be entitled to receive two times the sum of his
then-current base salary and the highest annual bonus earned by him during his
employment with the Company (subject to certain limitations under the Internal
Revenue Code). Mr. Van Ness' employment agreement is subject to certain
non-competition, non-solicitation and anti-raiding provisions.
Effective as of May 1, 2000 Messrs. Brannan, Brooks and Reardon entered
into five year employment agreements with the Company. Salaries for those
individuals under the agreement in 2001 were, respectively, $300,000, $240,000
and $200,000.
Each agreement contains identical terms and conditions (other
than salary) including covenants against competition and change in control
provisions. The change in control provision provides that if the employment with
the Company is terminated for any reason by either the employee or the Company
within six months following a change in control of the Company, the employee
will be entitled to receive a lump sum payment equal to two (2) times the sum of
employee's then current base salary plus the highest approved bonus payment made
to the employee during his employment with the Company (subject to certain
limitations under the Internal Revenue Code). Each employment agreement also
contains non-competition covenants that will continue for two years following
termination of employment unless termination was by the Company without cause or
by the employee as a result of a breach of the employment agreement by the
Company in which event the covenants against competition will cease upon
termination of employment.
-58-
Stock Option Plans
The following table summarizes certain information relating to the
grant of stock options to purchase Common Stock to each of the executives named
in the Summary Compensation Table above.
OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)
Individual Grants
- ------------------------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or Grant Date
Options/SARs Employees in Base Price Expiration Present
Name Granted(#) Fiscal Year ($/sh) Date Value $(2)
- ------------------------ ------------------ ------------------ -------------- ----------------- ------------------
Albert W. Van Ness, Jr. 25,000 100% $0.625 1/5/2011 14,792
William T. Brannan -- -- -- -- --
Michael Brooks -- -- -- -- --
Russell Reardon -- -- -- -- --
Jeremy Weinstein -- -- -- -- --
- -------------
(1) The Company did not grant any stock appreciation rights in 2001.
(2) The present value of the options granted was determined using the
Black-Scholes pricing model and based on the following assumptions: the risk
free interest rate was 4.8%, the expected term of the option was 7 years, the
volatility factor was 141% and the dividend yield was 0.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES(1)
Value of
Number of Securities Unexercised
Underlying Unexercised In-The-Money
Options/SARs Options/SARs
Shares at FY-End (#) at FY-End ($)(3)
Acquired Value ----------------------- ----------------
On Exercise Realized Exercisable/ Exerisable/
Name (#)(2) ($)(2) Unexercisable Unexercisable
---- ------ ------ ------------- -------------
Albert W. Van Ness, Jr. -- -- 647,814/0 - / -
William T. Brannan -- -- 196,166/65,000 - / -
Michael Brooks -- -- 139,461/64,000 - / -
Russell Reardon -- -- 115,000/62,500 - / -
Jeremy Weinstein -- -- 32,756/10,000 - / -
- -------------
(1) No stock appreciation rights have been granted by the Company.
(2) No options were exercised in 2001.
(3) As of December 31, 2001, the fair market value of a share of Common Stock
(presumed to equal the closing sale price as reported on the American Stock
Exchange) was $0.35.
-59-
Compensation of Directors
Directors who are employees of the Company do not receive additional
compensation for serving as directors. Effective in 1997, each director who is
not an employee of the Company received an annual retainer of $16,000 ($18,000
for any committee chairperson). The total directors fees earned by non-employee
directors in 2001 was $100,000. Directors of the Company are reimbursed for
out-of-pocket expenses incurred in their capacity as directors of the Company.
Non-employee directors also receive stock options under the Company's 1995 Stock
Option Plan. The Company granted quarterly options of 1,250 shares at fair
market value to each of the non-employee directors.
Compensation Committee Interlocks and Insider Participation
The Company's Compensation Committee is comprised currently of Ms.
Marilu Marshall, Chair, Mr. Thomas E. Durkin III, Mr. Matthew J. Morahan, and
Mr. John S. Wehrle. None of the Committee's members have been an officer or
employee of the Company. At present, no executive officer of the Company and no
member of its Compensation Committee is a director or compensation committee
member of any other business entity which has an executive officer that sits on
the Company's Board of Directors or Compensation Committee.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Based upon information available to the Company, the following
stockholders beneficially owned more than 5% of the Common Stock as of April 9,
2002.
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF
OF BENEFICIAL OWNER BENEFICIALLY OWNED CLASS
Albert W. Van Ness, Jr. 808,974(1) 9.7%
80 Wesley Street
South Hackensack, New Jersey 07606
Thomas LoPresti 638,708(2) 8.3%
24-30 Skillman Avenue
Long Island City, New York 11101
William T. Beaury 638,708(2) 8.3%
3 Fairway Court
Upper Bronxville, New York 11771
Michael Brooks 398,416(3) 5.1%
80 Wesley Street
South Hackensack, New Jersey 07606
- --------------------
(1) Includes 672,814 shares of Common Stock issuable upon the exercise of
options pursuant to the Employee Stock Compensation Program which are
exercisable within 60 days of April 9, 2002.
(2) Includes 638,708 shares of Common Stock held by a company which is jointly
owned by Mr. Beaury and Mr. LoPresti, each of whom may be deemed to be the
beneficial owner of all of such shares.
(3) Includes 146,461 shares of Common Stock issuable upon the exercise of
options pursuant to the Employee Stock Compensation Program which are
exercisable within 60 days of April 9, 2002.
-60-
Security Ownership of Management
The following table sets forth information as of April 9, 2002 with
respect to beneficial ownership of the Common Stock by (i) each director, (ii)
each executive named in the Summary Compensation Table (the "Named Executives")
and (iii) all executive officers and directors as a group. Unless otherwise
indicated, the address of each such person is c/o CD&L, Inc., 80 Wesley Street,
South Hackensack, New Jersey 07606. All persons listed have sole voting and
investment power with respect to their shares unless otherwise indicated.
Amount of Beneficial Ownership (1)
----------------------------------
Shares
Issuable
Upon Exercise
of Stock Total Percentage
Name Shares of Options (1) Shares Owned
---- ------ -------------- ------ -----
Albert W. Van Ness, Jr. 136,160 672,814 808,974 9.7%
William T. Brannan 113,796 203,666 317,462 4.0
Michael Brooks 251,955(2) 146,461 398,416 5.1
Thomas E. Durkin III - 15,000 15,000 *
John F. Hanson 59,000(3) 23,750 82,750 1.1
Marilu Marshall - 23,750 23,750 *
Matthew J. Morahan 222,008 10,000 232,008 3.0
John A. Simourian - 15,000 15,000 *
John S. Wehrle - 22,500 22,500 *
Russell Reardon 74,238 115,000 189,238 2.4
Jeremy Weinstein 61,488 35,256 96,744 1.3
All executive officers
and directors as a
group (13 persons) 918,645 1,318,822 2,237,467 24.9%
- ------------
* Less than 1%
(1) Includes options granted pursuant to the Employee Stock Compensation Program
and the Director Plan, which are exercisable within 60 days of April 9, 2002.
(2) Includes 3,500 shares held by Mr. Brooks' wife.
(3) Represents 59,000 shares held by Ledgewood Employees Retirement Plan of
which Mr. Hanson is a beneficiary.
Item 13. Certain Relationship and Related Transactions
Mr. Brooks and members of his immediate family own various real estate
partnerships which lease properties to Silver Star, a subsidiary of the Company
for use as terminals in Miami, Florida, Atlanta and Valdosta, Georgia and
Dayton, Ohio. In 2001, Silver Star paid approximately $137,000 in rent for these
properties. As of January 1, 2002, the Company is obligated to pay rentals of
approximately $58,000 for these properties, which the Company believes to be the
fair market rental value of the properties.
-61-
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial Statements
See Item 8. Financial Statements and Supplementary Data.
(a)(2) Financial Statement Schedules
INDEX TO FINANCIAL STATEMENT SCHEDULES
Page
CD&L, INC. AND SUBSIDIARIES:
Schedule II - Valuation and Qualifying Accounts -
For the years ended December 31, 2001, 2000 and 1999 S-1
All other schedules called for by Regulation S-X are not submitted because they
are not applicable or not required or because the required information is not
material or is included in the financial statements or notes thereto.
(a)(3) Exhibits
The Exhibits listed in (b) below are filed herewith.
(b) Exhibits
Exhibit Number Description
- --------------------- -----------------------------------------------------------------------------------------------
3.1 Second Restated Certificate of Incorporation of CD&L, Inc. (filed as Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (File No. 33-97008) and incorporated herein by
reference).
- --------------------- -----------------------------------------------------------------------------------------------
3.2 Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of CD&L,
Inc. (filed as Exhibit 3ci) to the Company's Form 10-Q for the quarter ended June 30, 2000
and incorporated herein by reference).
- --------------------- -----------------------------------------------------------------------------------------------
3.3 Amended and Restated By-laws of CD&L, Inc. amended through November 6, 1997 and incorporated
herein by reference.
- --------------------- -----------------------------------------------------------------------------------------------
4.1 Form of certificate evidencing ownership of Common Stock of CD&L, Inc. (filed as Exhibit 4.1
to the Company's Registration Statement on Form S-1 (File No. 33-97008) and incorporated
herein by reference).
- --------------------- -----------------------------------------------------------------------------------------------
IV-1
- --------------------- -----------------------------------------------------------------------------------------------
4.2 Instruments defining the rights of holders of the Company's long-term debt (not filed
pursuant to Regulation S-K Item 601(b)(4)(iii); to be furnished to the Commission upon
request).
- --------------------- -----------------------------------------------------------------------------------------------
4.3 CD&L, Inc. Shareholder Protection Rights Agreement (filed as Exhibit 4.1 to the Company's
Form 8-K dated December 27, 1999 and incorporated herein by reference).
- --------------------- -----------------------------------------------------------------------------------------------
10.1 CD&L, Inc. Employee Stock Compensation Program (filed as Exhibit 10.1 to the Company's
Registration Statement on Form S-1 (File No. 33-97008) and incorporated herein by reference).
- --------------------- -----------------------------------------------------------------------------------------------
10.2 CD&L, Inc. 1995 Stock Option Plan for Independent Directors as amended and restated through
March 31, 1999 (filed as Exhibit A to the Company's 1999 Proxy Statement and incorporated
herein by reference).
- --------------------- -----------------------------------------------------------------------------------------------
10.3 CD&L, Inc. year 2000 Stock Incentive Plan (filed as Exhibit A to the Company's 2000 Proxy
Statement and incporated herein by reference).
- --------------------- -----------------------------------------------------------------------------------------------
10.4 Loan and Security Agreement, dated July 14, 1997 by and between First Union Commercial
Corporation and CD&L, Inc. and Subsidiaries (filed as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1997 and incorporated herein
by reference)(hereinafter "First Union Credit Agreement").
- --------------------- -----------------------------------------------------------------------------------------------
10.5 Amendment dated March 30, 2001 to First Union Credit Agreement (filed as Exhibit 10.5 to the
Company's Annual Report on Form 10-K for the year ended December 31, 2000 and incorporated
herein by reference).
- --------------------- -----------------------------------------------------------------------------------------------
10.6 Amendment dated as of March 31, 2002 to First Union Credit Agreement.
- --------------------- -----------------------------------------------------------------------------------------------
10.7 Senior Subordinated Loan Agreement dated as of January 29, 1999 with Paribas Capital Funding,
LLC, Exeter Venture Lenders, L.P. and Exeter Capital Partners IV, L.P. (filed as Exhibit 99.3
to the Company's Current Report on Form 8-K/A filed on July 23, 1999 and incorporated herein by
reference)(hereinafter "Parabas Agreement").
- --------------------- -----------------------------------------------------------------------------------------------
10.8 Warrant Agreement dated as of January 29, 1999 with Paribas Capital Funding, Exeter Venture
Lenders, L.P. and Exeter Capital Partners IV, L.P. (filed as Exhibit 99.4 to the Company's
Current Report on Form 8-K/A filed on July 23, 1999 and incorporated herein by reference).
- --------------------- -----------------------------------------------------------------------------------------------
10.9 Amendment dated March 30, 2001 to Paribas Agreement (filed as Exhibit 10.8 to the Company's
Annual Report on Form 10-K for the year ended December 31, 2000 and incorporated herein by
reference).
- --------------------- -----------------------------------------------------------------------------------------------
IV-2
- --------------------- -----------------------------------------------------------------------------------------------
10.10 Amendment dated April 12, 2002 to Paribas Agreement.
- --------------------- -----------------------------------------------------------------------------------------------
10.11 Form of Employment Agreement, dated as of May 1, 2000, with William T. Brannan (Employment
agreements of Michael Brooks and Russell J. Reardon are in the same form)(filed as Exhibit
10.9 to the Company's Annual Report on From 10-K for the year ended December 31, 2000 and
incorporated herein by reference).
- --------------------- -----------------------------------------------------------------------------------------------
10.12 Amendment to Albert W. Van Ness, Jr. Employment Agreement dated March 15, 2001 (filed as
Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended December 31,
2000 and incorporated herein by reference).
- --------------------- -----------------------------------------------------------------------------------------------
10.13 Employee Stock Purchase Program (filed as Exhibit B to the Company's 2000 Proxy Statement and
incorporated herein by reference).
- --------------------- -----------------------------------------------------------------------------------------------
10.14 Asset Purchase Agreement by and among Sureway Worldwide LLC, Global Delivery Systems, LLC,
Sureway Air Traffic Corporation and CD&L, Inc. (filed as Exhibit 10.16 to the Company's
Annual Report on Form 10-K for the year ended December 31, 2000 and incorporated herein by
reference) (hereinafter "Sureway Agreement").
- --------------------- -----------------------------------------------------------------------------------------------
10.15 $2,500,000 Subordinated Note in favor of CD&L, Inc. issued pursuant to Sureway Agreement by
the purchaser, Sureway Worldwide, LLC (filed as Exhibit 10.16 to the Company's Annual Report
on Form 10-K for the year ended December 31, 2000 and incorporated herein by reference).
- --------------------- -----------------------------------------------------------------------------------------------
10.16 Stock Purchase Agreement dated June 14, 2001 by and among Executive Express, Inc., Charles
Walch, National Express Company, Inc. and CD&L, Inc. (filed as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 and incorporated herein by
reference).
- --------------------- -----------------------------------------------------------------------------------------------
10.17 Promissory Note in the sum of $1,650,000 of Executive Express, Inc. dated June 14, 2006
(filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001 and incorporated by reference).
- --------------------- -----------------------------------------------------------------------------------------------
10.18 Amendment Number 2 dated June 6, 2001 to the Employment Agreement dated June 5, 2000 by and
between the Company and Albert W. Van Ness, Jr. (filed as Exhibit 10.6 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 and incorporated herein by
reference).
- --------------------- -----------------------------------------------------------------------------------------------
11.1 Statement Regarding Computation of Net (Loss) Income Per Share.
- --------------------- -----------------------------------------------------------------------------------------------
21.1 List of subsidiaries of CD&L, Inc.
- --------------------- -----------------------------------------------------------------------------------------------
23.1 Notice of Inability to Obtain Consent From Arthur Andersen LLP
- --------------------- -----------------------------------------------------------------------------------------------
IV-3
- --------------------- -----------------------------------------------------------------------------------------------
25.1 Power of Attorney
- --------------------- -----------------------------------------------------------------------------------------------
99.1 Letter from Registrant to the Securities and Exchange Commission relating to Arthur Andersen
LLP
- --------------------- -----------------------------------------------------------------------------------------------
IV-4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to its
Annual Report on Form 10-K for the year ended December 31, 2001 to be signed on
its behalf by the undersigned, thereunto duly authorized.
CD&L, INC.
By: /s/ Russell J. Reardon
--------------------------
Russell J. Reardon
Dated: March 25, 2003 Chief Financial Officer
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 date indicated.
Signature Title Date
--------- ----- ----
/s/ Albert W. Van Ness, Jr. Chairman of the Board, Chief Executive Officer March 25, 2003
- ------------------------------ (Principal Executive Officer) and Director
Albert W. Van Ness, Jr.
* President, Chief Operating Officer and Director March 25, 2003
- ------------------------------
William T. Brannan
* Vice President, Chief Financial Officer March 25, 2003
- ------------------------------ (Principal Financial and Accounting Officer)
Russell J. Reardon
* Group Operations President and Director March 25, 2003
- ------------------------------
Michael Brooks
* Director March 25, 2003
- ------------------------------
Thomas E. Durkin
* Director March 25, 2003
- ------------------------------
Jon F. Hanson
* Director March 25, 2003
- ------------------------------
Marilu Marshall
IV-5
* Director March 25, 2003
- ------------------------------
Matthew Morahan
* Director March 25, 2003
- ------------------------------
John Simourian
* Director March 25, 2003
- ------------------------------
John S. Wehrle
*By: /s/ Albert W. Van Ness, Jr.
----------------------------
Albert W. Van Ness, Jr.
Attorney-in-Fact
IV-6
Schedule II
CD&L, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Balance Charged Balance
at to Costs Write-offs at End
Beginning And (Net of of
Description of Period Expenses Recoveries) Other (a) Period
----------- --------- -------- ----------- --------- ------
For the year ended
December 31, 2001 -
Allowance for doubtful
accounts $1,840 ($69) ($720) ($100) $951
====== ===== ====== ====== ====
Allowance for doubtful
note receivable $2,500 - - - $2,500
====== = = = ======
For the year ended
December 31, 2000 -
Allowance for doubtful
accounts $1,195 $1,995 ($1,350) - $1,840
====== ====== ======== = ======
Allowance for doubtful
note receivable $- $2,500 - - $2,500
== ====== = = ======
For the year ended
December 31, 1999 -
Allowance for doubtful
accounts $1,153 $522 ($480) - $1,195
====== ==== ====== = ======
(a) Represents allowance for doubtful accounts of company disposed of.
The accompanying notes to consolidated financial statements are an integral part
of this schedule.
S-1
INDEX TO EXHIBITS
Exhibits Page
10.6 Amendment dated as of March 31, 2002 to First Union Credit Agreement 2
10.10 Amendment dated April 12, 2002 to Paribas Agreement 12
11.1 Statement Regarding Computation of Net (Loss) Income Per Share 24
21.1 List of Subsidiaries of CD&L, Inc. 25
23.1 Notice of Inability to Obtain Consent From Arthur Andersen LLP 26
25.1 Power of Attorney 27
99.1 Letter from Registrant to the Securities and Exchange Commission
relating to Arthur Andersen LLP 28
1