<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 8-K/A-1
CURRENT REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Dates of Reports: June 6, 1997 and July 11, 1997
------------------------------
AMERITRUCK DISTRIBUTION CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-99716 75-2619368
- --------------------------------------------------------------------------------
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
City Center Tower II, Suite 1101
301 Commerce Street, Fort Worth, TX 76102-5384
-----------------------------------------------
Address of principal executive offices
Registrant's telephone number, including area code: (817) 332-6020
--------------
================================================================================
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
(a) Financial Statements of Business Acquired
-----------------------------------------
<S> <C> <C>
(i) Audited:
A. Monfort Transportation Company and Lynn
Transportation Co., Inc.
Report of Independent Accountants
Combined Balance Sheets as of May 26, 1996 and
May 28, 1995
Combined Statements of Operations for the Years
Ended May 26, 1996, May 28, 1995 and May 29,
1994
Combined Statements of Assets in Excess of
Liabilities for the Years Ended May 26, 1996,
May 28, 1995 and May 29, 1994
Combined Statements of Cash Flows for the Years
Ended May 26, 1996, May 28, 1995 and May 29,
1994
Notes to Combined Financial Statements
B. Tran-Star, Inc./1//
Report of Independent Accountants
Balance Sheets at December 31, 1995 and December
31, 1996
Statements of Income, Stockholders Equity and
Cash Flows for the years ended December 31,
1994, 1995 and 1996
Notes to Financial Statements
</TABLE>
- ------------------------------
1/ The audited financial statements listed in this section were previously
filed as part of AmeriTruck Distribution Corp.'s Form 8-K filed on July 11,
1997.
<PAGE>
<TABLE>
<S> <C> <C>
(ii) Unaudited:
Monfort Transportation Company and Lynn
Transportation Co., Inc.
Unaudited Combined Balance Sheet as of March 23,
1997
Unaudited Combined Statements of Operations for
the Ten Months Ended March 23, 1997 and March
24, 1996
Unaudited Combined Statements of Cash Flow for
the Ten Months Ended March 23, 1997 and March
24, 1996
Notes to Combined Financial Statements
Tran-Star, Inc.
Unaudited Balance Sheet as of March 31, 1997
Unaudited Statements of Operations for the Three
Months Ended March 31, 1997 and 1996
Unaudited Statements of Cash Flows for the Three
Months Ended March 31, 1997 and 1996
Notes to Financial Statements
(b) Pro Forma Financial Information
-------------------------------
Unaudited Pro Forma Statement of Operations for
the Three Months Ended March 31, 1997
Unaudited Pro Forma Statement of Operations for
the Year Ended December 31, 1996
Unaudited Pro Forma Balance Sheet as of March 31,
1997
Notes to Unaudited Pro Forma Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(c) Exhibits
--------
<S> <C>
(i) Monfort Transportation Company and Lynn
Transportation Co., Inc./2//
-
2 Stock Purchase Agreement, dated as of April 28, 1997,
among AmeriTruck Distribution Corp., Monfort, Inc.
and ConAgra Poultry Company.
10 Transportation Services Agreement, dated as of April
28, 1997, among AmeriTruck Distribution Corp.,
Monfort Transportation Company, Lynn Transportation
Company, Inc., Monfort, Inc., ConAgra Poultry
Company, and Swift-Eckrich, Inc.
(ii) Tran-Star, Inc. /3//
-
2 Stock Purchase Agreement, dated as of June 27, 1997,
among AmeriTruck Distribution Corp., Allways
Services, Inc., and Transtar Services, Inc.
</TABLE>
- ------------------------
/2// The exhibits listed in this section were previously filed as part of
-
AmeriTruck Distribution Corp.'s Form 8-K filed on June 6, 1997.
/3// The exhibits listed in this section were previously filed as part of
-
AmeriTruck Distribution Corp.'s Form 8-K filed on July 11, 1997.
<PAGE>
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: August 6, 1997 By: /s/ Kenneth H. Evans, Jr.
-------------------------
Kenneth H. Evans, Jr., Executive Vice
President and Chief Financial Officer
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page(s)
<S> <C>
AUDITED:
Monfort Transportation Company and Lynn Transportation Co., Inc.:
Report of Independent Accountants F-1
Combined Financial Statements:
Combined Balance Sheets as of May 26, 1996 and May 28, 1995 F-2
Combined Statements of Operations for the Years Ended
May 26, 1996, May 28, 1995 and May 29, 1994 F-3
Combined Statements of Assets in Excess of Liabilities for the
Years Ended May 26, 1996, May 28, 1995 and May 29, 1994 F-4
Combined Statements of Cash Flows for the Years Ended
May 26, 1996, May 28, 1995 and May 29, 1994 F-5
Notes to Combined Financial Statements F-6 - F-13
UNAUDITED:
Monfort Transportation Company and Lynn Transportation Co., Inc.:
Unaudited Combined Balance Sheet as of March 23, 1997 F-14
Unaudited Combined Statements of Operations for the Ten
Months Ended March 23, 1997 and March 24, 1996 F-15
Unaudited Combined Statement of Liabilities in Excess of
Assets for the Ten Months Ended March 23, 1997 F-16
Unaudited Combined Statements of Cash Flows for the Ten
Months Ended March 23, 1997 and March 24, 1996 F-17
Notes to Combined Financial Statements F-18
</TABLE>
<PAGE>
TABLE OF CONTENTS
(Continued)
<TABLE>
<CAPTION>
Page(s)
<S> <C>
UNAUDITED, continued:
Trans-Star, Inc.:
Unaudited Balance Sheet as of March 31, 1997 F-19
Unaudited Statements of Operations for the Three Months
Ended March 31, 1997 and 1996 F-20
Unaudited Statements of Cash Flows for the Three Months
Ended March 31, 1997 and 1996 F-21
Notes to Financial Statements F-22
PRO FORMA FINANCIAL INFORMATION:
Unaudited Pro Forma Statement of Operations for the
Three Months Ended March 31, 1997 F-24
Unaudited Pro Forma Statement of Operations for the
Year Ended December 31, 1996 F-25
Unaudited Pro Forma Balance Sheet as of March 31, 1997 F-26
Notes to Unaudited Pro Forma Financial Statements F-27 - F-28
</TABLE>
<PAGE>
Report of Independent Accountants
To the Board of Directors and Stockholders of
Monfort Transportation Company and
Lynn Transportation Co., Inc.
We have audited the accompanying combined balance sheets of Monfort
Transportation Company and Lynn Transportation Co., Inc. as of May 26, 1996 and
May 28, 1995, and the related combined statements of operations, assets in
excess of liabilities, and cash flows for the years ended May 26, 1996,
May 28, 1995 and May 29, 1994. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the combined financial position of Monfort Transportation
Company and Lynn Transportation Co., Inc. as of May 26, 1996 and May 28, 1995,
and the combined results of their operations and their cash flows for
the years ended May 26, 1996, May 28, 1995 and May 29, 1994 in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Fort Worth, Texas
May 23, 1997
F-1
<PAGE>
MONFORT TRANSPORTATION COMPANY AND
LYNN TRANSPORTATION CO., INC.
COMBINED BALANCE SHEETS
May 26, 1996 and May 28, 1995
(in thousands)
<TABLE>
<CAPTION>
ASSETS May 26, May 28,
1996 1995
--------- ---------
<S> <C> <C>
Current assets:
Accounts receivable:
Trade, net of allowance for doubtful accounts
of $132 and $295, respectively $ 4,491 $ 3,582
Affiliate 2,696 1,995
Repair parts and supplies 350 306
Prepaid expenses 621 834
Deferred income taxes 1,103 1,604
--------- ---------
Total current assets 9,261 8,321
Property and equipment, net 21,608 18,479
--------- ---------
Total assets $ 30,869 $ 26,800
========= =========
LIABILITIES AND ASSETS IN EXCESS OF LIABILITIES
Current liabilities:
Accounts payable $ 1,456 $ 618
Accrued expenses 3,019 2,327
Claims and insurance accruals 2,689 3,759
Current portion of capital lease obligations 6,816 4,938
--------- ---------
Total current liabilities 13,980 11,642
Capital lease obligations 13,244 12,063
Deferred income taxes 26 89
--------- ---------
Total liabilities 27,250 23,794
Commitments and contingencies (Note 7)
Assets in excess of liabilities 3,619 3,006
--------- ---------
Total liabilities and assets in excess of
liabilities $ 30,869 $ 26,800
========= =========
</TABLE>
The accompanying notes are an integral part of the combined financial
statements.
F-2
<PAGE>
MONFORT TRANSPORTATION COMPANY AND
LYNN TRANSPORTATION CO., INC.
COMBINED STATEMENTS OF OPERATIONS
for the years ended May 26, 1996, May 28, 1995 and May 29, 1994
(in thousands)
<TABLE>
<CAPTION>
Year Ended
-------------------------------------
May 26, May 28, May 29,
1996 1995 1994
---------- ---------- -----------
<S> <C> <C> <C>
Revenues:
Customer $ 38,962 $ 37,301 $ 45,922
Affiliate 49,225 47,571 50,661
----------- ----------- -----------
Operating revenue 88,187 84,872 96,583
----------- ----------- -----------
Operating expenses:
Salaries, wages and fringe benefits 11,265 11,403 8,934
Purchased transportation 52,925 52,059 65,440
Operating supplies and expenses 9,338 7,169 6,833
Depreciation and amortization of capital
leases 5,118 3,901 3,297
Claims and insurance 1,076 2,729 1,988
Operating taxes and licenses 1,536 1,916 1,773
General supplies and expenses 2,106 2,025 2,284
(Gain) loss on disposal of property and
equipment (1,030) 163 135
----------- ----------- -----------
Total operating expenses 82,334 81,365 90,684
----------- ----------- -----------
Operating income 5,853 3,507 5,899
Interest expense, net 1,895 1,286 1,321
----------- ----------- -----------
Income before income taxes 3,958 2,221 4,578
Income tax expense 1,534 841 1,752
----------- ----------- -----------
Net income $ 2,424 $ 1,380 $ 2,826
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the combined financial
statements.
F-3
<PAGE>
MONFORT TRANSPORTATION COMPANY AND
LYNN TRANSPORTATION CO., INC.
COMBINED STATEMENTS OF ASSETS IN EXCESS OF LIABILITIES
for the years ended May 26, 1996, May 28, 1995 and May 29, 1994
(in thousands)
<TABLE>
<CAPTION>
Year Ended
-------------------------------------
May 26, May 28, May 29,
1996 1995 1994
---------- ---------- -----------
<S> <C> <C> <C>
Balance, beginning of year $ 3,006 $ 3,735 $ 2,227
Net income 2,424 1,380 2,826
Change in due from parents (1,811) (2,109) (1,318)
---------- ---------- -----------
Balance, end of year $ 3,619 $ 3,006 $ 3,735
========== ========== ===========
</TABLE>
The accompanying notes are an integral part of the combined financial
statements.
F-4
<PAGE>
MONFORT TRANSPORTATION COMPANY AND
LYNN TRANSPORTATION CO., INC.
COMBINED STATEMENTS OF CASH FLOWS
for the years ended May 26, 1996, May 28, 1995 and May 29, 1994
(in thousands)
<TABLE>
<CAPTION>
Year Ended
--------------------------------
May 26, May 28, May 29,
1996 1995 1994
---------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 2,424 $ 1,380 $ 2,826
Adjustments to reconcile net income to net cash
provided by operating activities:
Net (gain) loss on disposal of property and equipment (1,030) 163 135
Depreciation and amortization of capital leases 5,118 3,901 3,297
Deferred income taxes 438 (10) 161
Provision for doubtful accounts (9) 45 285
Changes in assets and liabilities:
Accounts receivable - trade (900) 1,480 91
Accounts receivable - affiliate (701) (486) (369)
Repair parts and supplies (44) 269 3
Prepaid expenses 213 120 27
Accounts payable and accrued expenses 1,530 (1,015) (970)
Claims and insurance accruals (1,070) (134) (1,209)
---------- --------- ---------
Net cash provided by operating activities 5,969 5,713 4,277
Cash flows from investing activities:
Purchases of property and equipment (1,703) (566) (496)
Proceeds from disposal of property and equipment 2,484 904 693
---------- --------- ---------
Net cash provided by investing activities 781 338 197
---------- --------- ---------
Cash flows from financing activities:
Principal repayments of capital lease obligations (4,939) (3,942) (3,156)
Change in due from parents (1,811) (2,109) (1,318)
---------- --------- ---------
Net cash used in financing activities (6,750) (6,051) (4,474)
Net change in cash 0 0 0
Cash at beginning of year 0 0 0
---------- --------- ---------
Cash at end of year $ 0 $ 0 $ 0
========== ========= =========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,837 $ 1,233 $ 1,233
Supplemental schedule of noncash investing activities:
Additions to capital lease obligations 7,998 7,139 6,311
</TABLE>
The accompanying notes are an integral part of the combined financial
statements.
F-5
<PAGE>
MONFORT TRANSPORTATION COMPANY AND
LYNN TRANSPORTATION CO., INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
(in thousands)
1. Summary of Significant Accounting Policies:
Monfort Transportation Company ("Monfort") and Lynn Transportation Co., Inc.
("Lynn") generally operate in specialized areas of the transportation
services industry, including time-sensitive delivery, special handling,
dedicated fleets and temperature control. Monfort (a Colorado corporation)
is headquartered in Greeley, CO. Lynn (an Iowa corporation) is headquartered
in El Dorado, AR, with operating divisions located in Osklaloosa, IA and
Sacramento, CA.
Basis of Presentation
Monfort Transportation Company and Lynn Transportation Co., Inc. (the
"Companies") are divisions of Monfort, Inc. and ConAgra Poultry Company (the
"Parents"), respectively, both of which in turn are wholly-owned
subsidiaries of ConAgra, Inc. ("ConAgra"). All significant accounts and
transactions between divisions have been eliminated in combination. The
financial statements have been prepared from the historical books and
records of the Companies and Parents.
The combined financial statements reflect the "carve-out" financial position
of the Companies as of May 26, 1996 and May 28, 1995 and the results of
operations and cash flows of the Companies for the years ended May 26, 1996,
May 28, 1995 and May 29, 1994. The combined financial statements have been
prepared as if the Companies had operated as a stand-alone entity for all
periods presented, and include those assets, liabilities, revenues and
expenses directly attributable to the Companies' operations. Certain
corporate general and administrative expenses of the Parents have been
allocated to the Companies (see Note 6) on various bases which, in the
opinion of management, are reasonable and reflect all of the costs of doing
business. Cash generated by the Companies is held by the Parents for cash
management purposes.
Repair Parts and Supplies
Repair parts and supplies consists of fuel, tires until placed in service,
tubes, replacement parts and supplies and are valued at the lower of average
cost or market.
Prepaid Expenses
Prepaid expenses include prepaid licenses, rentals and taxes other than
income tax.
F-6
<PAGE>
MONFORT TRANSPORTATION COMPANY AND
LYNN TRANSPORTATION CO., INC.
NOTES TO COMBINED FINANCIAL STATEMENTS, Continued
(in thousands)
1. Summary of Significant Accounting Policies, continued:
Property and Equipment
Property and equipment are stated at cost. Depreciation is computed using
the straight-line method over the estimated useful lives of the property and
equipment as follows:
<TABLE>
<S> <C>
Tractors 3 - 4 years
Trailers 5 - 7 years
Building and improvements 7 - 30 years
Office furniture and equipment 3 - 7 years
Automobiles 3 - 5 years
Machinery and equipment 3 - 5 years
</TABLE>
Major additions and betterments are capitalized, while maintenance and
repairs that do not improve or extend the life of the asset are charged to
expense as incurred. Gains and losses on dispositions are included in
operating income.
Claims and Insurance Accruals
Claims and insurance accruals reflect the estimated costs of liabilities and
claims not covered by insurance. The liability for self-insurance is
accrued on claims incurred and on estimates of both unasserted and unsettled
claims which are assessed based on management's evaluation of the nature and
severity of individual claims and on the Companies' past claims experience.
Income Taxes
Under Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes, income taxes are provided based on earnings reported for tax
return purposes in addition to a provision for deferred income taxes. The
provision for income taxes includes deferred taxes determined by the change
in the deferred tax liability (or asset) which is computed based on the
differences between the financial statement and income tax bases of assets
and liabilities and net operating loss carryforwards, all of which are
measured by applying enacted tax laws and rates. Deferred tax expense is
the result of changes in the deferred tax liability or asset.
The Companies file a consolidated tax return with their Parents. However,
for the purposes of these combined financial statements, the provision for
income taxes has been prepared as if the Companies had filed a separate tax
return on a stand-alone basis.
F-7
<PAGE>
MONFORT TRANSPORTATION COMPANY AND
LYNN TRANSPORTATION CO., INC.
NOTES TO COMBINED FINANCIAL STATEMENTS, (Continued)
(in thousands)
1. Summary of Significant Accounting Policies, continued:
Income Taxes, continued
In connection with the sale of the Companies as discussed in Note 8, tax
liabilities incurred prior to the date of sale of the Companies will remain
with the Parents.
Revenue Recognition
Freight revenue is recognized upon the delivery of freight.
Fair Value of Financial Instruments
The carrying amounts of accounts receivable, accounts payable and accrued
expenses reflected in the financial statements approximate fair value due
to the short-term maturity of these instruments.
The Companies are not active participants in financial derivative
transactions.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the
financial statements and the reported amounts of revenues and expenses in
the reporting periods. Actual results could differ from those estimates.
2. Property and Equipment:
Property and equipment are summarized as follows:
<TABLE>
<CAPTION>
May 26, 1996 May 28, 1995
------------ ------------
<S> <C> <C>
Revenue equipment $ 39,575 $ 31,860
Structures 1,249 1,249
Service equipment and other 1,135 1,041
Office furniture and equipment 267 251
Land and leasehold improvements 239 239
------------ ------------
42,465 34,640
Less accumulated depreciation 20,857 16,161
------------ ------------
$ 21,608 $ 18,479
============ ============
</TABLE>
F-8
<PAGE>
MONFORT TRANSPORTATION COMPANY AND
LYNN TRANSPORTATION CO., INC.
NOTES TO COMBINED FINANCIAL STATEMENTS, (Continued)
(in thousands)
2. Property and Equipment, continued:
Property and equipment includes gross assets acquired under capital leases
of $39,208 and $31,377 at May 26, 1996 and May 28, 1995, respectively.
Related amounts included in accumulated depreciation and amortization were
$19,029 and $14,210 at May 26, 1996 and May 28, 1995, respectively.
As part of the continuing operations of the Companies, lease agreements are
entered into for the use of revenue equipment and certain leased assets are
purchased and subsequently sold by the Companies. During the year ended May
26, 1996, these sales resulted in a gain in the amount of $1,030, due to
the sale of certain revenue equipment for approximately $1,085.
3. Capital Lease Obligations:
Capital lease obligations are collateralized by revenue equipment and
mature through 2002 with interest rates ranging from 5.2% to 9.5%.
Outstanding balances related to these obligations were as follows:
<TABLE>
<CAPTION>
May 26, May 28,
1996 1995
--------- ---------
<S> <C> <C>
Capital lease obligations $ 20,060 $ 17,001
Less current portion 6,816 4,938
--------- ---------
Long-term portion of capital leases $ 13,244 $ 12,063
========= =========
</TABLE>
4. Income Taxes:
Income tax expense was as follows:
<TABLE>
<CAPTION>
May 26, May 28, May 29,
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Current:
Federal $ 921 $ 714 $ 602
State 174 137 113
-------- -------- --------
1,095 851 715
-------- -------- --------
Deferred:
Federal 370 (8) 873
State 69 (2) 164
-------- -------- --------
439 (10) 1,037
-------- -------- --------
Total $ 1,534 $ 841 $ 1,752
======== ======== ========
</TABLE>
F-9
<PAGE>
MONFORT TRANSPORTATION COMPANY AND
LYNN TRANSPORTATION CO., INC.
NOTES TO COMBINED FINANCIAL STATEMENTS, (Continued)
(in thousands)
4. Income Taxes, continued:
A reconciliation of the federal statutory income tax rate to the effective
income tax rate was as follows:
<TABLE>
<CAPTION>
May 26, May 28, May 29,
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Federal statutory income tax rate 34.0 % 34.0 % 34.0 %
State income taxes, net of federal 4.1 4.0 4.0
tax benefit
Other, net .7 - .3
-------- -------- --------
Effective tax rate 38.8 % 38.0 % 38.3 %
======== ======== ========
</TABLE>
The components of deferred tax assets and liabilities were as follows:
(See Note 8)
<TABLE>
<CAPTION>
May 26, May 28,
1996 1995
--------- ---------
<S> <C> <C>
Deferred tax liabilities:
Depreciation and amortization $ (26) $ (89)
--------- ---------
Total deferred tax liabilities (26) (89)
--------- ---------
Deferred tax assets:
Accrued expenses and reserves 1,103 1,604
--------- ---------
Total deferred tax assets 1,103 1,604
--------- ---------
Net deferred tax asset $ 1,077 $ 1,515
========= =========
Current deferred income tax asset $ 1,103 $ 1,604
Noncurrent deferred income tax liability (26) (89)
--------- ---------
Net deferred tax asset $ 1,077 $ 1,515
========= =========
</TABLE>
F-10
<PAGE>
MONFORT TRANSPORTATION COMPANY AND
LYNN TRANSPORTATION CO., INC.
NOTES TO COMBINED FINANCIAL STATEMENTS, (Continued)
(in thousands)
5. Employee Benefit Plans:
The Companies participate in a ConAgra sponsored 401(k) defined
contribution plan. The plan covers substantially all salaried and hourly
employees. Participants may voluntarily contribute to the plan up to the
maximum limits imposed by Internal Revenue Service regulations. The
Companies annually match between 50% and 66% of the participants'
contributions up to 5% or 6% of the participants' compensation.
Participants are immediately vested in the amount of their direct
contributions and vest over a five year period, as defined by the plan,
with respect to the Companies' contribution. The Companies' 401(k) matching
contributions were $53, $40 and $17 for the years ended May 26, 1996, May
28, 1995 and May 29, 1994, respectively. See Note 8.
Lynn also participates in a ConAgra sponsored defined benefit pension plan.
The plan covers all hourly employees and ConAgra pays the entire cost of
the plan. Participants are vested after five years of continuous service or
at age 65. Participants receive twenty dollars per month for every year of
credited service and may receive reduced benefits beginning at age 55. Plan
expenses allocated to Lynn by ConAgra were $34, $35 and $25 for the years
ended May 26, 1996, May 28, 1995 and May 29, 1994, respectively.
6. Transactions With Affiliates:
The financial statements include allocations to the Companies of certain
administrative costs incurred by the Parents related to management
information systems, accounting, utilities, human resources and certain
other corporate expenses. For the years ended May 26, 1996, May 28, 1995
and May 29, 1994, these allocated costs were $912, $877 and $747,
respectively.
Expenses charged to the Companies for these services are allocated based on
management's estimates of the Companies' proportionate share of the total
group's expenses. In the opinion of management, these allocations of
expenses were made on a reasonable basis. However, they are not necessarily
indicative of the levels of expenses which may have been experienced on a
stand-alone basis. The amounts that would have or will be incurred on a
separate company basis could differ significantly from the allocated
amounts due to economies of scale, differences in management and
operational practices or other factors.
F-11
<PAGE>
MONFORT TRANSPORTATION COMPANY AND
LYNN TRANSPORTATION CO., INC.
NOTES TO COMBINED FINANCIAL STATEMENTS, (Continued)
(in thousands)
7. Commitments and Contingencies:
Self-Insurance
The Companies are self-insured for all collision damages to revenue
equipment and for liability coverage up to its deductible amount which is
$2,000. Furthermore, the Companies are self-insured for workers'
compensation claims.
Litigation
The Companies are parties to various claims, legal actions, and complaints
arising in the ordinary course of business. In the opinion of management,
all such matters are without merit or are of such kind, or involve such
amounts, that an unfavorable disposition would not have a material effect
on the financial position, results of operations or liquidity of the
Companies. See Note 8.
Leases
The Companies lease various equipment and buildings under capital and
noncancelable operating leases with an initial term in excess of one year.
As of May 26, 1996, future minimum rental payments required under these
capital and operating leases are summarized as follows:
<TABLE>
<CAPTION>
Capital Operating
Leases Leases
---------- -----------
<S> <C> <C>
1997 $ 7,859 $ 1,102
1998 7,167 1,053
1999 4,195 1,048
2000 1,884 1,048
2001 1,777 968
Thereafter 249 626
---------- -----------
Total 23,131 $ 5,845
===========
Less amount representing interest 3,071
----------
Present value of minimum lease payments $ 20,060
==========
</TABLE>
Certain of the Companies' capital assets are subleased to third parties.
Sublease income was $1,668, $794 and $596 for the years ended May 26, 1996,
May 28, 1995 and May 29, 1994.
Rental expense under operating leases was $332, $1,398 and $2,994 for the
years ended May 26, 1996, May 28, 1995 and May 29, 1994. Future minimum
sublease rentals under noncancelable subleases as of May 26, 1996 were
$1,072 for 1997, $1,490 for 1998 and $466 for 1999.
F-12
<PAGE>
MONFORT TRANSPORTATION COMPANY AND
LYNN TRANSPORTATION CO., INC.
NOTES TO COMBINED FINANCIAL STATEMENTS, Continued
(in thousands)
8. Subsequent Event:
The Parents signed a definitive stock purchase agreement with AmeriTruck
Distribution Corp. (AmeriTruck) dated April 28, 1997, to sell all of the
outstanding shares of the capital stock of Monfort and Lynn for
approximately $15,000, subject to adjustments. The sale of the Companies
was completed May 23, 1997. Under the terms of the agreement, the Parents
entered into a Transportation Services Agreement with the Companies and
AmeriTruck to guarantee certain designated lanes, minimum annual volumes
and pricing. The Transportation Services Agreement has a four-year term,
with pricing fixed for the first two years and to be adjusted for the third
and fourth years.
In connection with the stock purchase agreement, the parties thereto
entered into a Disaffiliation Tax Sharing Agreement ("Tax Agreement").
Under the Tax Agreement, the Parents shall be jointly and severally
responsible for all federal and state income taxes of the Companies,
including any taxes attributable to the Section 338(h)(10) election
discussed below. Additionally, the Tax Agreement states that at the request
of AmeriTruck, the Parents and AmeriTruck will join in making an election
under Section 338(h)(10) of the Internal Revenue Code to allow the stock
purchase to be treated as a purchase of assets for tax purposes. As such,
all deferred tax assets and liabilities would become current and remain
with the Parents.
Additionally, under the stock purchase agreement, the Parents have agreed
to indemnify AmeriTruck for any actual or alleged liabilities arising prior
to the close of the sale related to environmental, insurance, employee
benefit plans or litigation. As such, employees of the Companies after the
closing of the sale will no longer be eligible to actively participate in
any former benefit plans of the Companies and instead, will be eligible to
participate in AmeriTruck's plans after meeting participation requirements.
Also, certain assets and (liabilities) included in the financial statements
will not be part of the acquired business. These balances as of May 26,
1996 were as follows:
<TABLE>
<CAPTION>
<S> <C>
Net deferred tax asset $ 1,077
Accounts receivable - affiliate $ 2,696
Claims and insurance accruals $ (2,689)
</TABLE>
F-13
<PAGE>
MONFORT TRANSPORTATION COMPANY AND
LYNN TRANSPORTATION CO., INC.
UNAUDITED COMBINED BALANCE SHEET
as of March 23, 1997
(in thousands)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets:
Accounts receivable less allowance for doubtful accounts of $148 $ 4,031
Repair parts and supplies 149
Prepaid expenses 726
Deferred income taxes 1,087
--------
Total current assets 5,993
Property and equipment, net 17,325
--------
Total assets $ 23,318
========
LIABILITIES AND LIABILITIES IN EXCESS OF ASSETS
Current liabilities:
Accounts payable and accrued expenses $ 2,265
Due to affiliate 2,889
Claims and insurance accruals 2,610
Current portion of capital lease obligations 5,437
--------
Total current liabilities 13,201
Capital lease obligations 10,566
Deferred income taxes 51
--------
Total liabilities 23,818
Liabilities in excess of assets (500)
--------
Total liabilities and liabilities in excess of assets $ 23,318
========
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
F-14
<PAGE>
MONFORT TRANSPORTATION COMPANY AND
LYNN TRANSPORTATION CO., INC.
UNAUDITED COMBINED STATEMENTS OF OPERATIONS
for the ten months ended March 23, 1997 and March 24, 1996
(in thousands)
<TABLE>
<CAPTION>
Ten Months Ended
------------------------
March 23, March 24,
1997 1996
--------- ---------
<S> <C> <C>
Operating revenue $ 69,056 $ 72,655
-------- --------
Operating expenses:
Salaries, wages and fringe benefits 9,598 9,144
Purchased transportation 42,388 43,988
Operating supplies and expenses 7,142 7,064
Depreciation and amortization of capital leases 3,919 4,263
Claims and insurance 2,396 1,230
Operating taxes and licenses 1,017 1,271
General supplies and expenses 1,704 2,030
(Gain) loss on disposal of property and equipment (332) (379)
-------- --------
Total operating expenses 67,832 68,611
-------- --------
Operating income 1,224 4,044
Interest expense, net 1,341 1,523
-------- --------
Income (loss) before income taxes (117) 2,521
Income tax expense (benefit) (40) 960
-------- --------
Net income (loss) $ (77) $ 1,561
======== ========
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
F-15
<PAGE>
MONFORT TRANSPORTATION COMPANY AND
LYNN TRANSPORTATION CO., INC.
UNAUDITED COMBINED STATEMENT OF LIABILITIES IN
EXCESS OF ASSETS
for the ten months ended March 23, 1997
(in thousands)
<TABLE>
<S> <C>
Balance, May 26, 1996 $ 3,619
Net loss (77)
Change in due from parents (4,042)
--------
Balance, March 23, 1997 $ (500)
========
</TABLE>
The accompanying notes are an integral part of the combined financial
statements.
F-16
<PAGE>
MONFORT TRANSPORTATION COMPANY AND
LYNN TRANSPORTATION CO., INC.
UNAUDITED COMBINED STATEMENTS OF CASH FLOWS
for the ten months ended March 23, 1997 and March 24, 1996
(in thousands)
<TABLE>
<CAPTION>
Ten Months Ended
-------------------------------
March 23, March 24,
1997 1996
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (77) $ 1,561
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Net (gain) loss on disposal of property and equipment (332) (379)
Depreciation and amortization of capital leases 3,919 4,263
Deferred income taxes 40 438
Provision for doubtful accounts 101 228
Changes in assets and liabilities:
Accounts receivable 3,054 1,046
Repair parts and supplies 201 (55)
Prepaid expenses (104) 13
Accounts payable and accrued expenses (2,209) (167)
Due to affiliate 2,889 110
Claims and insurance accruals (79) (1,130)
------------- -------------
Net cash provided by operating activities 7,403 5,928
------------- -------------
Cash flows from investing activities:
Purchases of property and equipment (1,579) (811)
Proceeds from disposal of property and equipment 2,275 1,002
------------- -------------
Net cash provided by investing activities 696 191
------------- -------------
Cash flows from financing activities:
Principal repayments of capital lease obligations (4,057) (4,115)
Change in due from parents (4,042) (2,004)
------------- -------------
Net cash used in financing activities (8,099) (6,119)
------------- -------------
Net change in cash 0 0
Cash at beginning of period 0 0
------------- -------------
Cash at end of period $ 0 $ 0
============= =============
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,293 $ 1,476
Supplemental schedule of noncash investing activities:
Additions to capital lease obligations - $ 3,831
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
F-17
<PAGE>
Monfort Transportation Company and Lynn Transportation Co., Inc.
Notes to Combined Financial Statements
(Unaudited)
1. Accounting Policies and Interim Results
This Current Report on Form 8-K/A-1 of AmeriTruck Distribution Corp. includes
the audited combined financial statements of Monfort Transportation Company and
Lynn Transportation Co., Inc. as of May 26, 1996 and May 28, 1995 and the
related statements of operations and cash flows for the years ended May 26,
1996, May 28, 1995 and May 29, 1994. Such audited combined financial statements
include a summary of significant accounting policies and should be read in
conjunction with these interim financial statements. The statements for the
periods presented are condensed and do not contain all information required by
generally accepted accounting principles to be included in a full set of
financial statements. In the opinion of management, all adjustments (consisting
of only normal recurring adjustments) necessary to present fairly the financial
position as of March 23, 1997 and the results of operations and cash flows for
the ten-month periods ended March 23, 1997 and March 24, 1996 have been
included. The results of operations for any interim period are not necessarily
indicative of the results of operations to be expected for the entire year.
F-18
<PAGE>
TRAN-STAR, INC.
UNAUDITED BALANCE SHEET
as of March 31, 1997
(in thousands)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets:
Accounts and notes receivable, less allowance for
doubtful accounts of $310 $ 7,026
Due from affiliates 27
Prepaid expenses 926
Repair parts and supplies 460
Deferred income taxes 1,721
Other current assets 120
------------
Total current assets 10,280
Other assets 204
Property and equipment, net 32,699
------------
Total assets $ 43,183
============
LIABILITIES AND SHAREHOLDER'S DEFICIT
Current liabilities:
Accounts payable and accrued expenses $ 5,418
Due to Norfolk Southern Corporation 775
Due to affiliate 154
Claims and insurance accruals 3,320
Current portion of long-term debt 11,167
------------
Total current liabilities 20,834
Long-term debt 18,284
Deferred income taxes 4,712
Other liabilities 117
------------
Total liabilities 43,947
------------
Shareholder's deficit:
Common stock; $.01 par value, 3,503 shares issued and outstanding 4
Paid-in-capital 6,119
Accumulated deficit (6,887)
------------
Total shareholder's deficit (764)
------------
Total liabilities and shareholder's deficit $ 43,183
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-19
<PAGE>
TRAN-STAR, INC.
UNAUDITED STATEMENTS OF OPERATIONS
for the three months ended March 31, 1997 and 1996
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
--------------------------
March 31, March 31,
1997 1996
----------- -----------
<S> <C> <C>
Operating revenue $ 16,936 $ 17,371
----------- -----------
Operating expenses:
Salaries, wages and fringe benefits 6,623 6,608
Purchased transportation 1,377 924
Operating supplies and expenses 5,158 5,123
Depreciation and amortization of capital leases 1,521 2,011
Claims and insurance 1,207 1,280
Operating taxes and licenses 516 580
General supplies and expenses 1,268 1,068
----------- -----------
Total operating expenses 17,670 17,594
----------- -----------
Operating loss (734) (223)
Interest expense, net (701) (734)
----------- -----------
Loss before income taxes (1,435) (957)
Income tax benefit (523) (322)
----------- -----------
Net loss $ (912) $ (635)
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-20
<PAGE>
TRAN-STAR, INC.
UNAUDITED STATEMENTS OF CASH FLOWS
for the three months ended March 31, 1997 and 1996
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 31, March 31,
1997 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (912) $ (635)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization of capital leases 1,521 2,007
Deferred income taxes (522) (321)
Provision for doubtful accounts 122 (17)
Changes in assets and liabilities:
Accounts and notes receivable (331) 272
Due from affiliates (1) (91)
Repair parts and supplies 27 (20)
Prepaid expenses (267) 441
Other current assets 110 (8)
Accounts payable and accrued expenses 868 (314)
Due to Norfolk Southern Corporation (266)
Due to affiliate (374)
Claims and insurance accruals 347 827
Other liabilities (705)
-------- --------
Net cash provided by operating activities 588 1,170
-------- --------
Cash flows from investing activities:
Purchases of property and equipment (41) (24)
Net advances to affiliate 1,216
-------- --------
Net cash (used in) provided by
investing activities (41) 1,192
-------- --------
Cash flows from financing activities:
Proceeds from issuance of debt 470 2,123
Principal payments on debt (2,919) (3,250)
-------- --------
Net cash used in financing activities (2,449) (1,127)
-------- --------
Net change in cash (1,902) 1,235
Cash at beginning of period 1,902 2,688
-------- --------
Cash at end of period $ 0 $ 3,923
======== ========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 617 $ 721
Cash paid for taxes 380 385
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-21
<PAGE>
Tran-Star, Inc.
Notes to Financial Statements
(Unaudited)
1. Accounting Policies and Interim Results
The Current Report on Form 8-K dated July 11, 1997 for AmeriTruck Distribution
Corp. includes the audited financial statements of Tran-Star, Inc. as of
December 31, 1996 and 1995, and the related statement of operations and cash
flows for the years ended December 31, 1996, 1995 and 1994, respectively. Such
audited financial statements include a summary of significant accounting
policies and should be read in conjunction with these interim financial
statements. The statements for the periods presented are condensed and do not
contain all information required by generally accepted accounting principles to
be included in a full set of financial statements. In the opinion of management,
all adjustments (consisting of only normal recurring adjustments) necessary to
present fairly the financial position as of March 31, 1997 and the results of
operations and cash flows for the three-month periods ended March 31, 1997 and
1996 have been included. The results of operations for any interim period are
not necessarily indicative of the results of operations to be expected for the
entire year.
F-22
<PAGE>
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
The following unaudited pro forma financial statements ("the Pro Forma Financial
Statements") give effect to the acquisition of the capital stock of Monfort
Transportation Company and Lynn Transportation Co., Inc. (collectively "Monfort
and Lynn"), subsidiaries of ConAgra, Inc. ("ConAgra") and the acquisition of
the capital stock of Tran-Star, Inc. ("Tran-Star"), a subsidiary of Allways
Services, Inc. by AmeriTruck Distribution Corp. ("AmeriTruck"). The Pro Forma
Financial Statements are based on the audited consolidated financial statements
of AmeriTruck, the audited combined financial statements of Monfort and Lynn,
and the audited financial statements of Tran-Star. Such audited financial
statements of the AmeriTruck and Tran-Star are incorporated by reference and the
financial statements of Monfort and Lynn are included elsewhere in this Form 8-
K/A-1. Monfort and Lynn's fiscal year end for 1996 was May 26. The pro forma
amounts for the year ended December 31, 1996 include (i) the operations of
AmeriTruck and Tran-Star for the year ended December 31, 1996 and (ii) the
operations of Monfort and Lynn for the twelve months ended March 23, 1997. The
pro forma amounts for the three months ended March 31, 1997 include (i) the
operations of AmeriTruck and Tran-Star for the three months ended March 31, 1997
and (ii) the operations of Monfort and Lynn for the three months ended March 23,
1997, which are duplicative with a portion of the full year results.
The unaudited pro forma statements of operations for the year ended December 31,
1996 and the three months ended March 31, 1997 have been prepared to illustrate
the effects of the acquisitions of Monfort and Lynn and Tran-Star (the
"Acquisitions") as if such transactions had occurred on January 1, 1996. The
unaudited pro forma balance sheet as of March 31, 1997, has been prepared to
illustrate the effects of the Acquisitions as if such transactions had occurred
on that date. The Pro Forma Financial Statements and accompanying notes should
be read in conjunction with the financial statements and other financial
information incorporated by reference or included elsewhere in this Form 8-K/A-
1.
The unaudited pro forma adjustments are based upon available information and
certain assumptions that Management of AmeriTruck believes are reasonable. The
Pro Forma Financial Statements are prepared for illustrative purposes only and
are not necessarily indicative of the financial position or results of
operations that might have occurred had the applicable transactions actually
taken place on the dates indicated, or of future results of operations or
financial position of AmeriTruck. The unaudited pro forma adjustments do not
reflect any potential increases in operating income, or one-time costs to
achieve such increases, which may arise from the Acquisitions.
The Acquisitions will be accounted for under the purchase method of accounting.
Under this method of accounting, the purchase price has been allocated to the
assets acquired and liabilities assumed based on preliminary estimates of their
fair values and could change as additional information becomes available.
F-23
<PAGE>
AMERITRUCK DISTRIBUTION CORP.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
Three months ended March 31, 1997
(in thousands)
<TABLE>
<CAPTION>
Historical
------------------------------------
Monfort and Pro Forma Pro Forma
AmeriTruck Lynn Tran-Star Adjustments Total
---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Operating revenue $ 55,668 $ 19,120 $ 16,936 $ 6,709 (a) $ 98,433
---------- ---------- ----------- ----------- -----------
Operating expenses:
Salaries, wages and fringe benefits 19,216 2,476 6,623 28,315
Purchased transportation 13,009 11,613 1,377 25,999
Operating supplies and expenses 11,096 1,865 5,158 $ 5,750 (a) 23,601
(268)(b)
Depreciation and amortization of capital leases 3,718 1,176 1,521 (641)(c) 5,774
Claims and insurance 2,318 754 1,207 4,279
Operating taxes and licenses 1,283 203 516 2,002
General supplies and expenses 3,074 548 1,268 (372)(d) 4,518
Amortization of intangibles 293 225 (e) 518
(Gain)loss on disposal of property and equipment 46 (149) (103)
---------- ---------- ----------- ----------- -----------
Total operating expenses 54,053 18,486 17,670 4,694 94,903
---------- ---------- ----------- ----------- -----------
Operating income (loss) 1,615 634 (734) 2,015 3,530
Interest expense, net 4,494 411 701 268 (f) 5,860
(14)(g)
Other income (expense), net (41) (41)
---------- ---------- ----------- ----------- -----------
Income (loss) before income taxes (2,920) 223 (1,435) 1,761 (2,371)
Income tax expense (benefit) (1,168) 85 (523) 704 (h) (902)
---------- ---------- ----------- ----------- -----------
Net income (loss) $ (1,752) 138 (912) $ 1,057 $ (1,469)
========== ========== =========== =========== ===========
</TABLE>
See accompanying Notes to Unaudited Pro Forma Financial
Statements
F-24
<PAGE>
AMERITRUCK DISTRIBUTION CORP.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
Year Ended December 31, 1996
(in thousands)
<TABLE>
<CAPTION>
Historical
----------------------------------------
Monfort and Pro Forma Pro Forma
AmeriTruck Lynn Tran-Star Adjustments Total
------------ ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Operating revenue $ 224,257 $ 84,588 $ 68,476 $ 27,226 (a) $ 404,547
------------ ------------- ----------- ------------- -----------
Operating expenses:
Salaries, wages and fringe benefits 71,996 11,719 27,330 111,045
Purchased transportation 57,413 51,326 3,818 112,557
Operating supplies and expenses 40,946 9,415 23,706 23,000 (a) 96,157
(910)(b)
Depreciation and amortization of capital leases 14,211 4,773 8,045 (2,563)(c) 24,466
Claims and insurance 8,806 2,243 3,123 14,172
Operating taxes and licenses 4,988 1,281 2,214 8,483
General supplies and expenses 11,215 1,781 1,397 (754)(d) 13,639
Amortization of intangibles 1,130 899 (e) 2,029
Gain on disposal of property and equipment (1,267) (983) (14) (2,264)
------------ ------------- ----------- ------------- -----------
Total operating expenses 209,438 81,555 69,619 19,672 380,284
------------ ------------- ----------- ------------- -----------
Operating income (loss) 14,819 3,033 (1,143) 7,554 24,263
Interest expense, net 16,677 1,712 2,645 1,071 (f) 22,050
(55)(g)
Other income (expense), net (34) (34)
------------ ------------- ----------- ------------- -----------
Income (loss) before income
taxes and extraordinary items (1,892) 1,321 (3,788) 6,538 2,179
Income tax expense (benefit) 340 534 (1,520) 2,615 (h) 1,969
------------ ------------- ----------- ------------- -----------
Income (loss) before extraordinary items (2,232) 787 (2,268) 3,923 210
Extraordinary items, loss on early
retirement of debt (230) (230)
------------ ------------- ----------- ------------- -----------
Net income (loss) $ (2,462) $ 787 $ (2,268) $ 3,923 $ (20)
============ ============= =========== ============= ===========
</TABLE>
See accompanying Notes to Unaudited Pro Forma Financial
Statements
F-25
<PAGE>
AMERITRUCK DISTRIBUTION CORP.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
March 31, 1997
(in thousands)
<TABLE>
<CAPTION>
Historical
----------------------------------------
Monfort and Pro Forma Pro Forma
Assets AmeriTruck Lynn Tran-Star Adjustments Total
------------ ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 2,110 $ 2,110
Accounts and notes receivable, net 27,854 $ 4,031 $ 7,026 38,911
Prepaid expenses 8,140 726 926 $ 2,967 (i) 12,759
Repair parts and supplies 1,286 149 460 1,895
Deferred income taxes 1,467 1,087 1,721 (2,808)(j) 1,467
Other current assets 1,313 120 1,433
Due from affiliates 27 (27)(j) 0
------------ ------------- ----------- ------------- -----------
Total current assets 42,170 5,993 10,280 132 58,575
Property and equipment, net 100,201 17,325 32,699 (7,032)(k) 143,193
Goodwill, net 39,140 13,491 (l) 52,631
Other assets 8,409 204 2,250 (m) 10,863
------------ ------------- ----------- ------------- -----------
Total assets $ 189,920 $ 23,318 $ 43,183 $ 8,841 $ 265,262
============ ============= =========== ============= ===========
Liabilities and Stockholders' Equity
(Deficiency)
Current liabilities:
Current portion of capital lease
obligations/long-term debt $ 10,704 $ 5,437 $ 11,167 $ 51 (n) $ 27,359
Accounts payable and accrued expenses 17,030 2,265 5,418 1,006 (r) 25,719
Claims and insurance accruals 1,594 2,610 3,320 (2,610)(j) 4,914
Other current liabilities 542 542
Due to affiliates 2,889 929 (3,818)(j) 0
------------ ------------- ----------- ------------- -----------
Total current liabilities 29,870 13,201 20,834 (5,371) 58,534
Long-term debt 155,497 18,284 12,600 (o) 186,492
111 (n)
Capital lease obligations 10,566 10,566
Deferred income taxes 7,403 51 4,712 (4,763)(j) 7,403
Other liabilities 2,726 117 2,843
------------ ------------- ----------- ------------- -----------
Total liabilities 195,496 23,818 43,947 2,577 265,838
------------ ------------- ----------- ------------- -----------
Redeemable preferred stock 3,000 (q) 3,000
------------ ------------- ----------- ------------- -----------
Stockholders' equity (deficiency):
Common stock 35 4 (4)(p) 42
7 (q)
Additional paid-in capital 898 6,119 (6,119)(p) 2,891
1,993 (q)
Loans to stockholders (1,880) (1,880)
Accumulated deficit (4,629) (6,887) 6,887 (p) (4,629)
Liabilities in excess of assets (500) 500 (p) 0
------------ ------------- ----------- ------------- -----------
Total stockholders' equity (deficiency) (5,576) (500) (764) 3,264 (3,576)
------------ ------------- ----------- ------------- -----------
Total liabilities and stockholders' equity
(deficiency) $ 189,920 $ 23,318 $ 43,183 $ 8,841 $ 265,262
============ ============= =========== ============= ===========
</TABLE>
See accompanying Notes to Pro Forma Financial
Statements
F-26
<PAGE>
AMERITRUCK DISTRIBUTION CORP.
Notes to Unaudited Pro Forma Financial Statements
(amounts in thousands)
(a) Operating revenue and operating supplies and expenses have been adjusted to
record revenue and related expenses as a result of the Transportation
Services Agreement, dated as of April 28, 1997, entered into with
subsidiaries of ConAgra in connection with the acquisition of Monfort and
Lynn. Under the terms of this agreement, certain ConAgra subsidiaries have
agreed to tender freight to AmeriTruck and its subsidiaries in designated
lanes and minimum annual volumes with pricing fixed for the first two years.
The agreement has a four-year term. The agreement also increases rates on
other traffic lanes operated by Monfort and Lynn.
(b) Operating supplies and expenses have been adjusted to conform the
accounting policies for the capitalization of tires by removing tires from
property and equipment and establishing a prepaid tire balance to be
amortized over a period of 10 - 18 months. (See (i) below).
(c) Depreciation and amortization of capital leases has been adjusted to
reflect the change in depreciation expense resulting from the adjustment
of the property and equipment to their fair values and the conformity of
accounting policies for the depreciable lives of the assets.
(d) General supplies and expenses have been adjusted to reflect the reversal of
certain allocated costs from the former parent company not expected to
recur, as well as the reversal of certain other costs associated with the
separation of the operations of one of the acquired companies from its
sister company to facilitate the acquisition.
(e) Amortization of intangibles has been adjusted to reflect the increase in
amortization expense on the goodwill of $13,491 recorded as a result of
the Acquisitions. Goodwill is being amortized on a straight-line basis
over an estimated life of 40 years. The increase in amortization expense
associated with goodwill was $84 for the three months ended March 31, 1997
and $337 for the year ended December 31, 1996. Additionally, amortization
of intangibles has been increased to record the amortization of the value
of the Transportation Services Agreement described in (a) above on a
straight-line basis over the contract life of 4 years. The increase in
amortization expense associated with the Transportation Services Agreement
was $ 141 for the three months ended March 31, 1997 and $562 for the year
ended December 31, 1996.
(f) Interest expense was adjusted to reflect the additional interest expense
associated with the borrowings to partially fund the Acquisitions at an
assumed rate of 8.5%.
(g) Interest expense was adjusted as a result of the recording of debt at fair
value.
(h) Income tax expense was adjusted to reflect the increase in federal and
state income taxes resulting from the pro forma adjustments at a
statutory rate of 40%.
(i) Prepaid expenses has been adjusted to conform the accounting policies for
the capitalization of tires by establishing a prepaid tire balance to be
amortized over 10 - 18 months. (See (b) above).
(j) To eliminate historical deferred taxes, due to/from affiliates and claims
and insurance accruals not assumed by AmeriTruck in connection with the
Acquisitions.
(k) Property and equipment has been adjusted to its appraised market values.
F-27
<PAGE>
AMERITRUCK DISTRIBUTION CORP.
Notes to Unaudited Pro Forma Financial Statements
(amounts in thousands)
(l) Goodwill has been adjusted to reflect the goodwill resulting from the
excess of the purchase price over the fair value of the net assets acquired
by AmeriTruck. This amount will be amortized on a straight-line basis over
an estimated life of 40 years.
(m) Other assets were adjusted to reflect the capitalization of the value of
the Transportation Services Agreement described in (a) above and will be
amortized on a straight-line basis over the 4-year life of the agreement.
(n) Debt and capital leases have been adjusted to fair value.
(o) Long-term debt has been adjusted to reflect the borrowings necessary to
partially fund the Acquisitions.
(p) Adjustments have been made to eliminate the equity/(deficit) of the
acquired companies.
(q) Redeemable preferred stock and stockholders' equity has also been adjusted
to reflect the issuance of common stock and preferred stock to partially
fund the Acquisitions.
(r) Accounts payable and accrued expenses has been adjusted to include certain
nonrecurring costs and expenses associated with integrating the businesses
acquired through the Acquisitions. Such adjustment includes nonrecurring
costs related to employee severances and relocation costs for employees of
the acquired companies and other integration costs. In the near future
additional nonrecurring costs may be incurred, related to the elimination of
duplicative facilities, computer systems and other assets. The effect of any
additional adjustment would be to adjust the goodwill recognized as a result
of the Acquisitions.
F-28
