<PAGE> 1
UNITED STATE SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 30, 1996
--------------
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------------ ---------------------
Commission File 1-14134
-------
UNITED TRANSNET, INC.
-----------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 58-2198204
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1080 Holcomb Bridge Road, Building 200, Suite 140, Roswell, Georgia 30076
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(770) 518-1180
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- --------------------------------------------------------------------------------
(Former name, former address, and former fiscal year, if changed since last
report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
---- ----
Indicate the number of shares outstanding of each of the issuer's common stock,
as of the latest practicable date.
Class Shares outstanding at May 7, 1996
- ----------------------------- ---------------------------------
Common Stock, $.001 par value 9,079,021
Exhibit Index located on page 12.
<PAGE> 2
UNITED TRANSNET, INC.
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets
as of March 30, 1996 and December 31, 1995 1
UNITED TRANSNET, INC.
For the Three Months Ended March 30, 1996 and
COMBINED FOUNDING COMPANIES
For the Three Months Ended March 31, 1995
Consolidated Statements of Operations 2
UNITED TRANSNET, INC.
For the Three Months Ended March 30, 1996 and
COMBINED FOUNDING COMPANIES
For the Three Months Ended March 31, 1995
Consolidated Statements of Cash Flows 3
Consolidated Statements of Stockholders' Equity
as of March 30, 1996 4
Notes to the Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
</TABLE>
<PAGE> 3
UNITED TRANSNET, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
March 30, December 31,
1996 1995
--------- ------------
(Thousands of dollars, except share information)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 1,350 $ 2,330
Accounts receivable, less allowance of $383 for March 30, 1996
and $654 for December 31, 1995 21,703 20,512
Short-term investments 32 2
Prepaids and other assets 3,524 2,644
Income taxes receivable 202 198
---------- -----------
Total current assets 26,811 25,686
Property and equipment, net 9,681 10,332
Goodwill, net 16,120 16,429
Other intangible assets, net 7,908 8,340
Other assets 5,555 5,661
Deferred tax assets 2,974 3,982
---------- -----------
TOTAL ASSETS $ 69,049 $ 70,430
========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Short-term debt $ 177 $ 1,500
Dividends payable 402 402
Accounts payable 8,441 9,105
Accrued liabilities 8,115 13,644
Income taxes payable 705 727
Deferred tax liabilities 76 76
---------- -----------
Total current liabilities 17,916 25,454
Long-term debt, net of current maturities 23,210 24,811
Deferred compensation 451 487
Other liabilities 3,477 3,501
---------- -----------
TOTAL LIABILITIES 45,054 54,253
---------- -----------
SHARE INFORMATION
Stockholders' equity 1996 1995
-------------------------
Preferred stock:
Par value $ 0.001 $ 0.001
Shares authorized 1,000,000 1,000,000
Shares issued and outstanding - - - -
Common stock:
Par value $ 0.001 $ 0.001
Shares authorized 25,000,000 25,000,000
Shares issued and outstanding 9,079,021 8,617,222 9 9
Paid-in capital 20,866 14,664
Retained earnings 3,120 1,504
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 23,995 16,177
Commitments and contingencies - -
---------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 69,049 $ 70,430
========== ===========
</TABLE>
See notes to consolidated financial statements
1
<PAGE> 4
UNITED TRANSNET, INC.
For the Three Months Ended March 30, 1996 and
COMBINED FOUNDING COMPANIES
For the Three Months Ended March 31, 1995
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
March 30, March 31,
1996 1995
--------------- --------------
(Thousands of dollars, except per share information)
<S> <C> <C>
Net revenues $ 66,255 $ 60,100
Cost of delivery 48,532 43,656
---------- ------------
Gross profit 17,723 16,444
Selling, general and administrative expenses 13,657 12,770
Amortization of intangible assets 747 805
---------- ------------
Operating income 3,319 2,869
Other income (expense)
Interest expense (629) (1,214)
Interest income and other, net 21 57
---------- ------------
Income before income taxes 2,711 1,712
Provision for income taxes 1,095 268
---------- ------------
Net income 1,616 1,444
Warrant accretion - (527)
---------- ------------
Net income available for common stockholders $ 1,616 $ 917
========== ============
Earnings per common share:
Net income $ 0.18
==========
UNAUDITED PRO FORMA INFORMATION:
Net income before income taxes $ 1,712
Provision for income taxes 779
------------
Net income $ 933
============
Earnings per common share:
Net income before income taxes $ 0.22
Provision for income taxes 0.10
------------
Net income available for common stockholders $ 0.12
============
Weighted average shares outstanding 9,212,186 7,805,409
========== ============
</TABLE>
See notes to consolidated financial statements
2
<PAGE> 5
UNITED TRANSNET, INC.
For the Three Months Ended March 30, 1996 and
COMBINED FOUNDING COMPANIES
For the Three Months Ended March 31, 1995
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
March 30, March 31,
1996 1995
--------------------------------
(Thousands of dollars)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 1,616 $ 1,444
Adjustments to reconcile net income to net cash provided
by (used in) operating activities
Depreciation and amortization 797 910
Provision for bad debts (108) 29
Amortization of goodwill and other intangible asset 747 805
Amortization of discount on long-term debt - 221
Deferred income taxes 1,008 375
Change in operating assets and liabilities:
Accounts receivable (1,083) 2,467
Prepaid & other assets, current and noncurrent (774) 1,986
Income tax receivable (4) -
Accounts payable (664) (1,215)
Accrued liabilities (5,555) (514)
Income taxes payable (20) 20
Deferred compensation (36) (30)
-------- --------
Net cash provided by (used in) operating activities (4,076) 6,498
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures, net of disposals (146) (644)
Purchase of short term investments (30) (100)
Purchase of companies, net of cash acquired (6) (42)
-------- --------
Net cash used in investing activities (182) (786)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in line of credit (1,550) (1,275)
Payments of debt (1,374) (1,629)
Distributions to stockholder - (1,776)
Net transactions with Lanter - (466)
Exercise of common stock options 20 -
Issuance of common stock pursuant to overallotment option 6,182 -
-------- -------
Net cash provided by (used in) financing activities 3,278 (5,146)
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (980) 566
CASH AND CASH EQUIVALENTS 2,330 4,020
-------- -------
Beginning of period
$ 1,350 $ 4,586
End of period ======== =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the quarter for
Interest $ 252 $ 602
Income taxes 110 166
</TABLE>
See notes to consolidated financial statements
3
<PAGE> 6
UNITED TRANSNET, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Common Stock
---------------- Paid-in Retained
Shares Amount Capital Earnings Total
---------- ------- ------- ---------- --------
(Thousands of dollars except share information)
<S> <C> <C> <C> <C>
Balance at December 31, 1995 8,617,222 $9 $14,664 $1,504 $16,177
Exercise of common stock options 3,399 - 20 - 20
Exercise of overallotment option 458,400 - 6,182 - 6,182
Net income - - - 1,616 1,616
--------- ----- ------- ------ -------
Balance at March 30, 1996 9,079,021 $9 $20,866 $3,120 $23,995
========= ===== ======= ====== =======
</TABLE>
4
<PAGE> 7
UNITED TRANSNET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Business and Organization
United TransNet, Inc. (the "Company") provides scheduled and unscheduled ground
and air delivery services for local, regional, national, and international
shipments and offers same-day and next-day delivery options. Primary customers
of the Company are financial institutions, pharmaceutical companies and
automotive parts suppliers.
The Company was formed by the mergers (the "Mergers") of CDG Holding Corp. and
its operating subsidiary, Courier Dispatch Group, Inc. (collectively "Courier
Dispatch"); Tricor America, Inc. ("Tricor"); Film Transit, Incorporated ("Film
Transit"); Lanter Courier Corporation ("Lanter"); Salmon Acquisition
Corporation and its operating subsidiary, Sunbelt Courier, Inc. (collectively
"Sunbelt"); and 3D Distribution Systems, Inc. and its affiliated corporations
and subsidiaries (collectively "3D") (collectively the "Founding Companies").
Under the merger agreements, all outstanding shares of the Founding Companies'
capital stock were converted into shares of the Company's Common Stock
concurrent with the consummation of the initial public offering of such Common
Stock. The Founding Companies are considered predecessor companies to the
Company. The Mergers were accounted for in a manner similar to
poolings-of-interest and, accordingly, the assets and liabilities of the
Founding Companies were transferred at their historical amounts. Prior to the
Mergers, the Company had no significant transactions or operations.
Note 2 - Basis of Presentation
The consolidated financial statements include the accounts of the Company and
its subsidiaries. All significant intercompany accounts and transactions have
been eliminated in consolidation. The consolidated financial statements in
this report have not been audited. In the opinion of management, all
adjustments necessary for a fair presentation of the financial positions and
results of operations for the interim periods have been made. All such
adjustments are of a normal recurring nature. These statements should be read
in conjunction with the Company's 1995 Annual Report on Form 10-K.
On January 16, 1996, the Company changed its fiscal year end from December 31
to the last Saturday in December, beginning with the fiscal year ending
December 28, 1996. Each of the Company's fiscal quarters will end on the last
Saturday of the last month of each calendar quarter, beginning with the fiscal
quarter ending March 30, 1996. Results of operations for the three months ended
March 30, 1996 are not necessarily indicative of the results of operations for
the year ending December 28, 1996 or any interim periods.
There have been no changes to the accounting policies of the Company during the
periods presented. For description of these policies, see Note 1 of the Notes
to Consolidated Financial Statements in the Company's Annual Report on Form
10-K for the year ended December 31, 1995.
Certain of the Founding Companies were S Corporations during the period ended
March 31, 1995 and, accordingly were not subject to corporate income taxes.
The unaudited pro forma information is presented for the purpose of reflecting
a provision for income taxes as if all of the Founding Companies had been
subject to income tax for all periods presented, calculated in accordance with
FAS 109, based on tax laws that were in effect during the respective periods.
Note 3 - Earnings Per Common Share
Earnings per common share for the period ending March 30, 1996 was computed
based on the weighted average of common and common equivalent shares
outstanding during the period. Pro forma earnings per common share for the
period ending March 31, 1995 was computed based on common equivalent shares
outstanding as if the Mergers and common stock offering had been consummated.
5
<PAGE> 8
UNITED TRANSNET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Note 4 - Combined Founding Companies
The Combined Founding Companies collectively are considered predecessors to the
Company. The following table provides a reconciliation to the Combined
Founding Companies Consolidated Statement of Operations for the three months
ended March 31, 1995.
<TABLE>
COMBINED FOUNDING COMPANIES
For the Three Months Ended March 31, 1995
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<CAPTION>
CDG 3D Film The Districts of Salmon Tricor Combined
Holding Distribution Transit Lanter Acquisition America Founding
Corp. Systems, Inc. Incorporated Courier Corp. Corp Inc. Companies
------- ------------- ------------ --------------- ----------- -------- ----------
(Thousands of dollars)
<S> <C> <C> <C> <C> <C> <C> <C>
Net revenues $ 32,290 $ 3,692 $ 5,694 $ 5,529 $ 3,991 $ 8,904 $ 60,100
Cost of delivery 23,613 2,567 3,966 4,134 3,074 6,302 43,656
-------- -------- -------- -------- -------- ------- --------
Gross profit 8,677 1,125 1,728 1,395 917 2,602 16,444
Selling, general and
administrative expenses 6,930 966 1,647 970 553 1,704 12,770
Amortization of intangible assets 626 - - 95 75 9 805
-------- -------- -------- -------- -------- ------- --------
Operating income 1,121 159 81 330 289 889 2,869
Other income (expense)
Interest expense (1,032) (21) (11) - (107) (43) (1,214)
Interest income and other, net - - 9 - 7 41 57
-------- -------- -------- -------- -------- ------- --------
Income before income taxes and
extraordinary items 89 138 79 330 189 887 1,712
Provision for income taxes 98 58 33 - 79 - 268
-------- -------- -------- -------- -------- ------- --------
Net income (loss) (9) 80 46 330 110 887 1,444
Warrant accretion (527) - - - - - (527)
-------- -------- -------- -------- -------- ------- --------
Net income (loss) available for
common stockholders $ (536) $ 80 $ 46 $ 330 $ 110 $ 887 $ 917
======== ======== ======== ======== ======== ======= ========
UNAUDITED PRO FORMA INFORMATION:
Net Income before income taxes $ 89 $ 138 $ 79 $ 330 $ 189 $ 887 $ 1,712
Provision for income taxes 98 58 33 138 79 373 779
-------- -------- -------- -------- -------- -------- --------
Net income (loss) $ (9) $ 80 $ 46 $ 192 $ 110 $ 514 $ 933
======== ======== ======== ======== ======== ======== ========
</TABLE>
6
<PAGE> 9
UNITED TRANSNET, INC.
PART I, ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of the Company's results of operations and of its
liquidity and capital resources should be read in conjunction with the
Consolidated Financial Statements of the Company and the related Notes thereto
appearing elsewhere in this Quarterly Report. Simultaneously with the closing
of the Company's initial public offering in December 1995, separate
wholly-owned subsidiaries of the Company merged with each of the six Founding
Companies. Prior to the Mergers, each of the Founding Companies operated as a
separate independent entity. For the three month period ended March 31, 1995,
the Combined Financial Statements include the accounts of the Founding
Companies as if the Founding Companies had always been members of the same
operating group without giving effect to the Mergers or the Offering. As a
result, combined results may not be comparable to or indicative of future
performance.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1995 AND MARCH 30, 1996
The following table sets forth various items as a percentage of revenues:
<TABLE>
<CAPTION>
For the Three Months Ended
March 30, March 31,
1996 1995
----------- ----------
<S> <C> <C>
Net revenue 100.0% 100.0%
Cost of delivery 73.3% 72.6%
----------- ----------
Gross profit 26.7% 27.4%
Selling, general and administrative expenses 20.6% 21.3%
Amortization 1.1% 1.3%
----------- ----------
Operating income 5.0% 4.8%
Interest expense 0.9% 2.0%
Interest income and other, net 0.0% 0.1%
----------- ----------
Income before income taxes 4.1% 2.9%
=========== ==========
</TABLE>
Net revenues increased 10.2% to $66.3 million for the three months ended March
30, 1996 from $60.1 million for the three months ended March 31, 1995. Of this
$6.2 million net increase, $2.0 million was attributable to acquisitions made
by Courier Dispatch in the Upper Midwest and Western regions in May 1995. The
remaining net increase was primarily attributable to internal growth through
additions to the customer base and increases in business with existing
customers.
Cost of delivery increased 11.2% to $48.5 million for the three months ended
March 30, 1996 from $43.7 million for the three months ended March 31, 1995.
Of this $4.9 million increase, $1.6 million was attributable to acquisitions
made by Courier Dispatch in the Upper Midwest and Western regions in May 1995.
Cost of delivery as a percentage of revenues increased to 73.3% for the three
months ended March 30, 1996 from 72.6% for the three months ended March 31,
1995. This deterioration in margin was attributable to a loss of conjunctive
business in the Florida and Upper Midwest regions, although offset by a smaller
increase at the Iowa and Wisconsin districts of the Upper Midwest region.
Additionally, hourly
7
<PAGE> 10
UNITED TRANSNET, INC.
PART I, ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
rate increases for drivers in the range of $0.25 to $0.50 per hour were
extended in the Upper Midwest, Midatlantic and Southeast regions.
Selling, general and administrative expenses increased 6.9% to $13.7 million
for the three months ended March 30, 1996 from $12.8 million for the three
months ended March 31, 1995. The $0.9 million increase is a result of the
following: (i) Courier Dispatch's 1995 acquisitions, (ii) organizational
changes at the Company as a result of the initial public offering (the
"Offering"), and (iii) increases required to support higher levels of revenue.
Amortization of intangibles decreased to $0.7 million for the three months
ended March 30, 1996 from $0.8 million for the three months ended March 31,
1995. This decrease is attributable to non-competition agreements being fully
amortized at December 31, 1995.
Interest expense decreased to $0.6 million for the three months ending March
30, 1996 from $1.2 million for the three months ended March 31, 1995. The
decrease is a result of the use of the Offering proceeds to repay a portion of
the indebtedness of the Company.
The effective tax rate was 40.3% for the three months ended March 30, 1996
compared to a pro forma effective tax rate of 45.5% for the three months ended
March 31, 1995. The decrease is the result of relatively constant federal
nontaxable items and a decrease in state nontaxable items creating
disproportionately higher taxable income for the three months ended March 31,
1995, as compared to the three months ended March 30, 1996.
LIQUIDITY AND CAPITAL RESOURCES
During the three months ended March 30, 1996, net cash used by operating
activities was $4.1 million. Cash used in investing activities was $0.2
million, which primarily consisted of capital expenditures. Cash provided by
financing activities was $3.3 million which primarily consisted of net proceeds
from the issuance of common stock totaling $6.2 million, net of interest and
underwriting discounts and commissions, and the repayment of debt totaling
$2.9 million. The repayment of debt was for that incurred by Courier Dispatch
for acquisitions of companies in 1995 and included payments made on the
Company's revolving line of credit.
On April 12, 1996 the Company entered into a $50.0 million credit agreement
(the "Credit Agreement") with a syndicate of banks led by First Union National
Bank of Georgia ("First Union"). The agreement provides a credit facility of
$50.0 million to the Company to refinance the $35.0 million credit agreement
the Company entered into with First Union (the "Bridge Credit Agreement") to
provide bridge financing to the Company during the period between the closing
of the Offering and the date the Credit Agreement was entered into, and to fund
acquisitions, provide working capital and for other general corporate purposes.
The Credit Agreement provides for a revolving line of credit of $50.0 million
which terminates and, at the Company's election, converts to a term facility on
December 20, 1998, whereupon the outstanding indebtedness will be fully
amortized and repaid over the succeeding three years. Under the Credit
Agreement, First Union (for itself and as an agent for other participating
lenders) holds a first priority security interest on the Company's and its
subsidiaries' accounts and accounts receivable, a negative
8
<PAGE> 11
UNITED TRANSNET, INC.
PART I, ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
pledge with respect to the Company's and its subsidiaries' remaining assets and
a pledge of the stock of the Company's subsidiaries. Also, successive
borrowings by the Company will be subject to the continued accuracy of certain
representations and warranties set forth in the Credit Agreement. Interest
rates under the Credit Agreement are determined, at the option of the Company,
at either First Union's prime rate (or, if greater, the federal funds rate plus
0.5%) plus an applicable margin of between 0.0% and 0.625% or LIBOR plus an
applicable margin of between 0.75% and 1.75%, in each case based upon the ratio
of the Company's consolidated debt to earnings before interest, taxes and
amortization.
The Credit Agreement contains certain operational and financial covenants and
other restrictions with which the Company must comply. These covenants
include, among others, maintenance of business, compliance with laws and
agreements and limitations on additional indebtedness, encumbrances, advances,
investments and sales of assets, as well as requirements to maintain certain
financial ratios. In particular, lender consent is required for acquisitions,
except for acquisitions of businesses substantially in the business of the
Company and its subsidiaries if the consideration does not exceed cash in
excess of $5 million or cash or cash and other consideration in excess of $10.0
million (which limits will be reduced during the period prior to January 1,
1997 if certain financial tests are not met).
The Company had approximately $26.9 million in total funded debt as of April
27, 1996, and as of that date approximately $21.9 million was available for
borrowing under the Credit Agreement based upon pro forma leverage ratios after
giving effect to the sale of approximately $6.2 million of Common Stock
pursuant to the underwriters' overallotment option which was exercised in
January 1996.
Management believes that operating cash flow and credit resources available
under the Credit Agreement will be adequate to make the repayments of
indebtedness described herein and to meet the cash needs of the Company which
the Company anticipates over the next three years. The Company has no material
commitments for capital expenditures. Although the Company desires to issue
shares of Common Stock as its primary method of financing acquisitions, it
anticipates that additional funds may be required to implement successfully its
acquisition program, and will use various methods to finance acquisitions,
including the payment of cash, for this purpose.
9
<PAGE> 12
UNITED TRANSNET, INC.
PART II - OTHER INFORMATION
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - Not Applicable
Item 2. Changes in Securities - None
Item 3 Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K
a. The exhibits files as part of this Report are as follows:
11 Statement Re Computation of Per Share Earnings
27 Financial Data Schedules
b. Reports on Form 8-K
The Registrant filed a Current Report on Form 8-K on January 30,
1996, announcing a change in the Registrant's fiscal year end from
December 31 to the last Saturday in December.
10
<PAGE> 13
UNITED TRANSNET, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 10, 1996
---------------------------------------------------
UNITED TRANSNET, INC.
----------------------------------------------------
Registrant
By: /s/ Ronald J. Barowski
----------------------------------------------------
Ronald J. Barowski
Executive Vice President and Chief Financial Officer
11
<PAGE> 14
UNITED TRANSNET, INC.
INDEX TO EXHIBITS
<TABLE>
Exhibit Number Description Page
- -------------- ---------------------------------------------- ----
<S> <C> <C>
11 Statement Re Computation of Per Share Earnings 13
27 Financial Data Schedules 14
</TABLE>
12
<PAGE> 1
UNITED TRANSNET, INC.
For the Three Months Ended March 30, 1996 and
COMBINED FOUNDING COMPANIES
For the Three Months Ended March 31, 1995
EXHIBIT 11 - STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
(THOUSANDS OF DOLLARS, EXCEPT PER SHARE INFORMATION)
<TABLE>
<CAPTION>
For the Three Months Ended
March 30, March 31,
1996 1995
--------- ---------
<S> <C> <C>
Primary:
Average shares outstanding 9,025,249 7,623,668
Dilutive stock options:
(based on the treasury stock method using the
average market price for the period) 186,937 181,741
---------- -----------
Total primary shares outstanding and common share equivalents 9,212,186 7,805,409
Net income $ 1,616 $ 917
========== ===========
Primary earnings per share $ 0.18 $ 0.12
========== ===========
Fully diluted:
Average shares outstanding 9,025,249 7,623,668
Dilutive stock options:
(based on the treasury stock method using the period-end market price
if greater than average market price for the period) 193,925 181,741
---------- -----------
9,219,174 7,805,409
Total fully-dilutive shares outstanding
Net income $ 1,616 $ 917
========== ===========
Fully diluted earnings per share * $ 0.18 $ 0.12
========== ===========
</TABLE>
* Fully diluted earnings per share is less than 3% dilutive and, therefore, was
not disclosed on the Consolidated Statements of Operations in accordance
with the provisions of Accounting Principles Board Opinion Number 15.
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF UNITED TRANSNET, INC. FOR THE THREE MONTHS ENDED MARCH 30, 1996,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>0001002223
<NAME> UNITED TRANSNET, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-30-1996
<CASH> 1,350
<SECURITIES> 32
<RECEIVABLES> 22,086
<ALLOWANCES> 383
<INVENTORY> 585
<CURRENT-ASSETS> 26,811
<PP&E> 27,356
<DEPRECIATION> 17,675
<TOTAL-ASSETS> 69,049
<CURRENT-LIABILITIES> 17,916
<BONDS> 0
0
0
<COMMON> 9
<OTHER-SE> 23,986
<TOTAL-LIABILITY-AND-EQUITY> 69,049
<SALES> 66,255
<TOTAL-REVENUES> 66,255
<CGS> 48,532
<TOTAL-COSTS> 48,532
<OTHER-EXPENSES> 14,404
<LOSS-PROVISION> (108)
<INTEREST-EXPENSE> 629
<INCOME-PRETAX> 2,711
<INCOME-TAX> 1,095
<INCOME-CONTINUING> 1,616
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,616
<EPS-PRIMARY> 0.18
<EPS-DILUTED> 0.18
</TABLE>
