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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 8, 1997
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AMERITRUCK DISTRIBUTION CORP.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 33-99716 75-2619368
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
Incorporation)
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CITY CENTER TOWER II, SUITE 1101
301 COMMERCE STREET, FORT WORTH, TX 76102-5384
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Address of principal executive offices
Registrant's telephone number, including area code: (817) 332-6020
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ITEM 5. OTHER EVENTS
On April 1, 1997, the Company announced its financial results for 1996. A
copy of the information release is filed as Exhibit 10.1 to this Current Report
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on Form 8-K. In the information release the Company also addresses: the
financing commitment it has received for a new $30 million revolving credit
facility; its proposed acquisition of Tran-Star, Inc.; and the Company's
expectations for the first quarter of 1997.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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Exhibit
Number Description
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10.1 Information Release dated April 1, 1997.
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SIGNATURE
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 hereunto duly authorized.
AMERITRUCK DISTRIBUTION CORP.
Dated: April 8, 1997 By: /s/ Kenneth H. Evans, Jr.
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Kenneth H. Evans, Jr., Executive Vice
President and Chief Financial Officer
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Exhibit 10.1
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AMERITRUCK DISTRIBUTION CORP.
REPORTS YEAR END RESULTS
AND ACQUISITION OF TRAN-STAR, INC.
COMPANY CONTACTS:
Kenneth H. Evans, Jr., CFO
AmeriTruck Distribution Corp.
301 Commerce, Suite 1101
Fort Worth, TX 76102
Telephone: (817) 332-6020
Facsimile (817) 332-2556
DATED APRIL 1, 1997, FORT WORTH, TEXAS -- AmeriTruck Distribution Corp.
("AmeriTruck" or the "Company") reported 1996 revenues of $224.3 million,
compared with 1995 revenues of $102.8 million. The Company had operating income
of $14.8 million in 1996, an increase from $10.3 million for the same period in
1995. The Company had a net loss of $2.5 million in 1996, a decrease from net
income of $3.2 million for the same period in 1995.
The decrease in 1996 net income when compared to the same period in 1995
was primarily due to increased interest expense. The primary contributors to
this increase were the 12 1/4% Senior Subordinated Notes due 2005, which were
issued in November 1995 in conjunction with the Company's organization and
acquisition of six trucking companies, and the Company's credit facilities with
NationsBank of Texas and Volvo Truck Finance of North America, which were used
to fund the acquisition of certain assets from the bankruptcy estate of
Freymiller Trucking, Inc. in February 1996 and the acquisition in August 1996 of
KTL, Inc. In addition, the Company's operating income was adversely affected by
escalating fuel costs, the assimilation of significant assets from the
Freymiller bankruptcy estate, the merger of the operations of CBS into Scales
and the cost of developing a corporate staff.
The merger of CBS into Scales caused the Company to lose some qualified
drivers which in turn resulted in decreased equipment utilization. In addition
one subsidiary lost drivers as a result of eliminating driver expense allowances
and changing their pay structure. This shortage of qualified drivers continues
to be an
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industry-wide problem, although AmeriTruck is much less affected than the
industry. The Company has implemented a fuel surcharge to its customers to help
combat the surge in fuel costs and has intensified its driver recruitment and
training efforts. As a result of such efforts, by the end of 1996 the Company's
number of unseated trucks decreased by 56 units from its peak of 125 units
during the third quarter of 1996. Net income for 1996 was also adversely
affected by a change in the effective tax rate, primarily due to an increase in
the nondeductible portion of drivers' expense allowances with respect to the
trucking operations recently acquired by the Company, and increased goodwill
amortization.
Results for 1995 include W&L Services and Thompson Bros. for the entire
period. The results for J. C. Bangerter & Sons are included since August 1,
1995, the results for the CMS distribution business and Scales (including the
CBS Express business) are included since November 1, 1995. Results for 1996
also include the operations of AmeriTruck Refrigerated Transport (which
represents results from the purchase of certain assets on February 5, 1996
relating to Freymiller Trucking, Inc.), and KTL, Inc. (which represents results
beginning July 1, 1996).
The following consolidated condensed financial highlights include assets,
liabilities and financial results of KTL since July 1, 1996. The following
unaudited pro forma operating results of the Company for the years ended
December 31, 1996 and 1995, reflect the KTL acquisition as if it had occurred on
January 1, 1995. The following unaudited pro forma operating results for the
year ended December 31, 1995 also reflect the Bangerter, CMS, Scales and CBS
acquisitions as if they had occurred on January 1, 1995.
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AMERITRUCK DISTRIBUTION CORP.
Financial Highlights
(in thousands)
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*Pro Forma
Year Ended Year Ended
December 31, December 31,
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1996 1995 1996 1995
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Revenues $224,257 $102,846 $237,559 $173,721
Operating income 14,819 10,285 17,067 18,478
Interest expense, net 16,242 4,634 17,040 13,911
Income (loss) before
income taxes and
extraordinary item (1,892) 5,677 (439) 2,775
Net income (loss) (2,462) 3,158 (1,824) 2,752
Certain Other Data
EBITDA $ 30,160 $ 18,167 $ 33,449 $ 31,823
EBITDAR 35,135 19,885 38,624 42,171
Net cash capital
expenditures 10,893 11,879 N/A N/A
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* These pro forma results have been prepared for comparative purposes only
and include pro forma adjustments for conformed depreciation lives and salvage
values and certain other adjustments, including adjustment of the effective tax
rate to the expected rate of AmeriTruck. They are not necessarily indicative of
the results of operations that might have occurred had the acquisitions actually
taken place on January 1, 1995, or of future results of operations of the
consolidated entities. The pro forma results for the twelve months ended
December 31, 1996 include the purchase of the assets relating to the Freymiller
acquisition since February 1996. These assets have not yet generated operating
margins comparable to the other AmeriTruck subsidiaries. The acquisition of the
assets relating to the Freymiller acquisition did not require pro forma
financial statements and thus the comparative results for the twelve months
ended December 31, 1995 do not reflect the pro forma effect of such assets.
The Company expects to report a loss in the first quarter of 1997. The
first quarter is traditionally weak and results were further impacted by
unfavorable fuel price comparisons, severe weather and ongoing losses stemming
from the Freymiller acquisition.
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The Company has signed a definitive Purchase Agreement to acquire the
capital stock of Tran-Star, Inc. ("Tran-Star"), which is owned by Allways
Services, Inc. Tran-Star is one of the 15 largest refrigerated carriers in the
United States. The Company believes that the completion of this acquisition
would make AmeriTruck the largest U.S. carrier in that segment. The Company
intends to coordinate Tran-Star's activities with those of its other
subsidiaries operating in the refrigerated segment. Tran-Star, headquartered in
Waupaca, Wisconsin, operates primarily in between the upper midwestern U.S. and
the northeast and southeast, with terminals at Etters and Scranton,
Pennsylvania.
This acquisition is subject to a number of conditions, including the
availability of financing and the completion of definitive documentation. The
Company has received a financing commitment (the "Financing Commitment")
pursuant to which the lender has committed, subject to the terms and conditions
of the Financing Commitment, to provide a $30 million credit facility (the "New
Credit Facility"). Borrowings under the New Credit Facility could be used to
refinance in full indebtedness under the NationsBank Credit Facility, to provide
working capital and for letters of credit and general corporate purposes. The
Company has received and is evaluating a proposal to increase the size of the
New Credit Facility to $50 million. The Company is also evaluating alternative
proposals for a credit facility of similar size. In addition to revolving
credit facilities, the Company may finance its acquisitions through equity
issuances, seller financing and other debt financings.
AmeriTruck, headquartered in Fort Worth, Texas is the parent company
of W&L Services Corp., Hickory, NC; Thompson Bros., Inc., Sioux Falls, SD; J.C.
Bangerter & Sons, Inc., Layton, UT; AmeriTruck Refrigerated Transport, Inc. and
CMS Transportation, Atlanta, GA; Scales Transport Corporation, Homer, GA; and
KTL, Inc., Largo, FL. These companies generally operate in specialized segments
of the transportation service industry including time sensitive delivery,
special handling, unconventional pick-up and delivery times, in-house logistics
services, dedicated fleets and temperature control.
Comments in this information release which do not pertain to
historical facts may be considered to be forward looking and, therefore, involve
risk and uncertainties. These forward looking statements include statements
concerning the anticipated first quarter results, the Tran-Star acquisition and
the New Credit Facility. In connection with the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, the Company believes that the
following important factors, among others, could cause the Company's actual
results for its 1997 fiscal year and beyond to differ materially from those
expressed in any forward-looking statements made by, on behalf of, or with
respect to, the Company; inflation and fuels costs; substantial leverage;
liquidity and capital resources; absence of combined operating history;
dependence on certain customers; cyclicality and other economic factors;
competition; availability of drivers; regulation; claims exposure; and
dependence on
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key personnel. Each of these risk factors is discussed in more detail in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996 and
other filings the Company has made with the Securities and Exchange Commission,
and are incorporated herein by reference.
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