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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 000-22571
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PROFESSIONAL TRANSPORTATION GROUP LTD., INC.
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(Exact name of registrant as specified in its charter)
Georgia 58-1915632
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(State of Incorporation) (I.R.S. Employer Identification No.)
495 Lovers Lane Road, Calhoun, Georgia 30701
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(Address of principal executive offices)
(706) 629-8682
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the registrant has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and has been subject to such filing requirements for the past 90 days.
Yes X No
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by court. Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Common Stock, no par value per share, 3,867,850 shares issued and
outstanding as of November 13,1998.
Redeemable Common Stock Purchase Warrants, 1,437,500 issued and
outstanding as of November 13, 1998.
Transitional Small Business Disclosure Format (check one):
YES NO X
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QUARTERLY REPORT ON FORM 10-QSB
FOR THE QUARTER ENDED SEPTEMBER 30, 1998
PROFESSIONAL TRANSPORTATION GROUP LTD., INC.
INDEX
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Page
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PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Balance Sheets as of September 30, 1998 and December 31, 1997......................3
Consolidated Statements of Operations for the three months and nine months
ended September 30, 1998 and 1997...............................................................4
Consolidated Statements of Cash Flows for the nine months ended
September 30, 1998 and 1997 ....................................................................5
Notes to the Consolidated Financial Statements..................................................6
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operation............8
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings..............................................................................12
ITEM 2. Changes in Securities..........................................................................14
ITEM 3. Defaults Upon Senior Securities................................................................14
ITEM 4. Submission of Matters to a Vote of Security Holders............................................14
ITEM 5. Other Information..............................................................................14
ITEM 6. Exhibits and Reports on Form 8-K...............................................................15
Signatures.....................................................................................16
</TABLE>
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements -
PROFESSIONAL TRANSPORTATION GROUP LTD., INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 1998 and December 31, 1997
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
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(Unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 571,208 $ 1,422,732
Trade accounts receivable, net of allowance for doubtful accounts of
$326,578 at September 30, 1998 and $267,578 at December 31, 1997 8,292,197 10,690,400
Due from affiliate 429,365 458,615
Due from shareholder 577,197 577,197
Note receivable 2,053,282 1,532,877
Other 2,178,324 1,389,213
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Total current assets 14,101,573 16,071,034
PROPERTY AND EQUIPMENT, net 7,129,600 4,984,987
OTHER ASSETS 908,034 393,786
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Total assets $ 22,139,207 $ 21,449,807
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 3,119,905 $ 3,543,051
Accrued liabilities 3,615,741 2,806,155
Line of credit 6,996,772 6,828,722
Current maturities of long-term debt and capital lease obligations 1,478,519 941,488
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Total current liabilities 15,210,887 14,119,416
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LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, net of
current maturities 4,317,876 3,057,235
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DEFERRED INCOME TAXES 237,209 237,209
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SHAREHOLDERS' EQUITY:
Preferred stock; 100,000 shares authorized, no shares issued and outstanding -- --
Common stock; no par value, 20,000,000 shares authorized, 3,867,850
and 3,867,000 issued and outstanding at September 30, 1998 and
December 31, 1997, respectively -- --
Common stock purchase warrants; 1,437,500 issued and outstanding
at September 30, 1998 and December 31, 1997, respectively 177,117 177,117
Additional paid-in capital 5,569,529 5,567,243
Retained earnings (deficit) (3,373,411) (1,708,413)
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Total shareholders' equity 2,373,235 4,035,947
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Total liabilities and shareholders' equity $ 22,139,207 $ 21,449,807
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
3
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PROFESSIONAL TRANSPORTATION GROUP LTD., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months and Nine Months Ended September 30, 1998 and 1997
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
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1998 1997 1998 1997
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
OPERATING REVENUES $ 11,329,329 $ 9,112,972 $ 45,126,373 $ 24,971,396
------------ ----------- ------------ ------------
OPERATING EXPENSES:
Salaries, wages and benefits 5,120,984 3,463,873 21,029,781 8,980,461
Purchased transportation 1,398,754 2,059,381 5,173,842 6,112,085
Operating supplies and expenses 1,951,818 1,446,383 9,133,680 4,627,306
Fuel and fuel taxes 1,284,776 1,021,022 5,780,725 2,927,815
Communications and utilities 231,350 126,255 1,007,839 328,628
Depreciation 188,111 103,627 716,919 257,100
Operating taxes and licenses 161,141 23,934 513,320 93,678
Bad debt expense 3,000 3,016 59,000 9,016
Other operating expenses 685,580 437,434 2,744,086 1,110,383
------------ ----------- ------------ ------------
Total operating expenses 11,025,514 9,017,925 46,159,192 24,446,472
INCOME (LOSS) FROM OPERATIONS 303,815 95,047 (1,032,819) 524,924
OTHER INCOME (EXPENSE):
Interest expense (354,184) (93,728) (873,522) (243,765)
Other income, net 86,436 114,240 241,343 210,383
------------ ----------- ------------ ------------
INCOME (LOSS) BEFORE
INCOME TAXES 36,067 115,559 (1,664,998) 491,542
PROVISION FOR INCOME TAXES -- (27,000) -- (214,000)
PRO FORMA BENEFIT FOR INCOME TAXES -- -- -- 45,000
INCOME TAX PROVISION DUE TO
CHANGE IN TAX STATUS -- -- -- (246,000)
------------ ----------- ------------ ------------
TOTAL PROVISION FOR
INCOME TAXES -- (27,000) -- (415,000)
------------ ----------- ------------ ------------
NET INCOME (LOSS) $ 36,067 $ 88,559 $ (1,664,998) $ 76,542
============ =========== ============ ============
NET INCOME (LOSS) PER COMMON SHARE - basic
and diluted $ .01 $ 0.02 $ (.43) $ .02
============ =========== ============ ============
Weighted average common and common
equivalent shares outstanding - basic 3,867,850 3,849,609 3,867,701 3,074,070
============ =========== ============ ============
Weighted average common and common
equivalent shares outstanding - diluted 4,624,482 4,727,892 3,867,701 3,971,384
============ =========== ============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
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PROFESSIONAL TRANSPORTATION GROUP LTD., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 1998 and 1997
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Nine Months
Ended September 30,
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1998 1997
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CASH FLOWS FROM OPERATING ACTIVITIES: (Unaudited)
Net income (loss) $(1,664,998) $ 76,542
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Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating activities:
Deferred income taxes -- 149,705
Pro forma income tax adjustment -- (45,000)
Pro forma compensation expense -- 120,000
Depreciation and amortization 716,919 257,100
Changes in operating assets and liabilities:
Trade accounts receivable, net 2,398,203 (1,075,373)
Due from affiliate 29,250 (197,266)
Other current assets (1,309,516) (539,276)
Accounts payable and accrued liabilities 386,440 1,021,136
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Total adjustments 2,221,296 (308,974)
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Net cash provided by (used in) operating activities 556,298 (232,432)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (2,861,532) (757,371)
Issuance of secured note from unrelated party -- (1,500,000)
Increase in other assets (514,248) (66,035)
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Net cash used in investing activities (3,375,780) (2,323,406)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from line of credit 168,000 170,946
Repayments of long-term debt and capital lease obligations (1,031,091) (345,129)
Proceeds from long-term debt 2,828,763 586,415
Net proceeds from sale of common stock and common stock
purchase warrants 2,286 5,687,194
Due from shareholder -- (25,000)
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Net cash provided by financing activities 1,967,958 6,074,426
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NET INCREASE IN CASH AND CASH EQUIVALENTS (851,524) 3,518,588
CASH AND CASH EQUIVALENTS, beginning of period 1,422,732 248,454
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CASH AND CASH EQUIVALENTS, end of period $ 571,208 $ 3,767,042
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
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PROFESSIONAL TRANSPORTATION GROUP LTD., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 and 1997
1. ORGANIZATION AND OPERATION
Professional Transportation Group Ltd., Inc. ("PTG, Ltd.") serves as a
holding company for its three operating subsidiaries: Timely Transportation,
Inc. ("Timely"), Truck-Net, Inc. ("Truck-Net"), and PTG, Inc. (collectively, the
"Subsidiaries"). PTG, Ltd. together with the Subsidiaries is hereafter referred
to as the "Company." The Company, through the Subsidiaries, provides
transportation and logistics services primarily for the air freight and
expedited delivery and floorcovering industries throughout the continental
United States. Timely operates a fleet of company-owned and leased vehicles to
provide time-definite truckload transportation services for companies in the air
freight and expedited delivery markets and in the floorcovering industry.
Truck-Net provides brokerage services to companies, mainly in the air freight
industry, that are in need of third-party transportation. PTG, Inc. operates a
courier service in the Atlanta, Georgia metropolitan region (d.b.a. Rapid
Transit) and provides third-party logistics services in recovering copiers, fax
machines, and telephone equipment that are in need of repair or under expired
leases.
Prior to January 1997, the Subsidiaries were owned and operated by the
majority shareholder of the Company as separate operating companies. On January
1, 1997, the respective shares of stock in the Subsidiaries were contributed to
PTG, Ltd. by their sole shareholder, whereupon each became a wholly owned
subsidiary of PTG, Ltd.; and PTG, Ltd., which had previously been an operating
company, transferred its operations to PTG, Inc.
As the companies were all under common control, the above transactions
were treated as a reorganization (the "Reorganization") and were accounted for
in a manner similar to a pooling of interests. All references to number of
shares and to per share information in the financial statements have been
adjusted to retroactively reflect the Reorganization as if it had occurred on
December 31, 1996.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The accompanying financial statements include the accounts of PTG, Ltd.
and the Subsidiaries. All significant intercompany balances and transactions
have been eliminated.
INCOME TAXES
Prior to the Reorganization, PTG, Ltd. and two of the Subsidiaries
elected to be treated as S corporations for federal and state income tax
purposes. Accordingly, all income or losses of these companies were recognized
by the shareholders on their individual tax returns. In connection with the
Reorganization, these companies converted from S corporation to C corporation
status and, accordingly, are subject to federal and state income taxes for all
periods after December 31, 1996.
As a result of this change in tax status, the Company recorded an
increase in its provision for income taxes of approximately $246,000 during the
first three months of 1997 to reflect the deferred income taxes attributable to
those entities which had previously been exempt from federal income taxation.
These deferred income taxes result from the use of accelerated depreciation and
cash basis tax reporting by these entities.
3. BASIS OF PRESENTATION
In the opinion of management, the unaudited consolidated financial
statements contain all normal and recurring adjustments necessary to present
fairly the consolidated financial position of the Company at September 30, 1998
and the consolidated results of the Company's operations for the three and nine
month periods ended September 30, 1998 and 1997 and its cash flows for the nine
month periods ended September 30, 1998 and 1997. Certain
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information and footnote disclosures usually found in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. Operating results for the interim periods are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1998.
4. INITIAL PUBLIC OFFERING
On June 19, 1997, the Company's initial public offering (the "Initial
Public Offering") was declared effective by the Securities and Exchange
Commission. In the Initial Public Offering, the Company sold 1,250,000 shares of
Common Stock at $6.00 per share and 1,437,500 redeemable common stock purchase
warrants at $0.125 per warrant.
5. PRO FORMA COMPENSATION EXPENSE
Operating expenses of the Company reflect compensation expense on a pro
forma basis of $120,000 for the nine months ended September 30, 1997 to reflect
the fair value of services performed by the Company's Chief Executive Officer
and President. Such amounts are an assumed expense only and have never been
paid. Beginning on July 1, 1997, the actual compensation paid to such individual
was recorded. A pro forma tax benefit of $45,000 related to this assumed
compensation has also been reflected in the accompanying consolidated statement
of operations for the nine months ended September 30, 1997.
6. DEBT COMPLIANCE
Pursuant to the line of credit with its bank, the Company must satisfy
certain financial and other covenants. As of September 30, 1998, the Company was
in default under several non-monetary covenants. The Company has requested from
the bank waivers of compliance with these covenants for the quarter ended
September 30, 1998.
7. COMPREHENSIVE INCOME
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income." Adoption of this
statement had no impact on the Company because comprehensive income or loss was
the same as net income or loss for the three and nine months ended September 30,
1998.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following analysis of the Company's financial condition as of
September 30, 1998 and the Company's results of operations for the three and
nine month periods ended September 30, 1998 and 1997 should be read in
conjunction with the Company's Consolidated Financial Statements and notes
thereto. The following discussion contains statements which constitute
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E oft the Securities Exchange Act of
1934, as amended. These statements appear in a number of places in this
Quarterly Report and include all statements that are not historical statements
of fact regarding the intent, anticipation, belief or current expectations of
the Company, its directors or its officers with respect to, among other things:
(i) the Company's financing plans; (ii) trends affecting the Company's financial
condition or results of operations; (iii) the Company's growth strategy and
operating strategy (including, but not limited to, the Company's consolidation
of operations and issues related to Year 2000 compliance); and (iv) the
declaration and payment of dividends. The words "may," "would," "could," "will,"
"expect," "estimate," "anticipate," "believe," "intends," "plans," and similar
expressions and variations thereof are intended to identify forward-looking
statements. Investors are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, many
of which are beyond the Company's ability to control, and that actual results
may differ materially from those projected in the forward-looking statements.
Actual results may differ materially from these forward-looking statements as a
result of many factors, including the inability to obtain, continue and manage
growth, growth in the Company's customers, increased competition, and the other
factors discussed in the Company's registration statement of Form SB-2 as
declared effective on June 19, 1997, including the "Risk Factors" section
contained therein and the other documents filed thereafter by the Company
pursuant to the Securities Exchange Act of 1934, as amended. The financial
information provided below has been rounded in order to simplify its
presentation. However, the percentages provided below are calculated using the
detailed financial information contained in the Consolidated Financial
Statements and the notes thereto.
OVERVIEW
Through December 31, 1996, the Company, Timely and Truck-Net operated as
three separate entities. At such time, Dennis A. Bakal, the Company's principal
shareholder owned all of the shares of Timely and Truck-Net. Effective January
1, 1997, Mr. Bakal contributed his ownership in Timely and Truck-Net to the
Company, along with his ownership of PTG Inc. ("PTG"), a previously inactive
company. On December 31, 1996, PTG acquired certain assets (subject to certain
liabilities), business, operating authorities, names and customer lists of Rapid
Transit ("Rapid"), the courier division of a company controlled by Mr. Bakal,
and certain fixed assets from another company owned by Mr. Bakal, all in
exchange for amounts due the Company, Timely and Truck-Net from the former
corporate owner of Rapid. On June 19, 1997, the Company completed the Initial
Public Offering, which resulted in net proceeds to the Company of approximately
$5.7 million.
Timely, organized in 1991, performs contract truckload ground
transportation services primarily for customers in the air freight and expedited
delivery markets. In November 1995, Timely entered into an agreement to perform
trucking services for Federal Express Corporation ("FedEx") and became one of
FedEx's eight core carriers. Under the core carrier concept, a limited number of
carriers are selected by a shipper to provide scheduled services between points
for a contractually determined period of time. Such agreements specify routes,
pricing (normally determined by route), equipment specifications and performance
standards. In addition, such agreements generally provide for pricing
adjustments based on fuel pricing or changes in cost structure at predetermined
times. For the nine month periods ended September 30, 1998 and 1997, FedEx
accounted for approximately 27% and 51% respectively, of the consolidated
operating revenues of the Company. Since the inception of the agreement, the
Company has consistently exceeded the required performance standards under the
agreement. The agreement, originally due to expire in November 1998, has been
extended until May 2000. There can be no assurance, however, that this agreement
will be renewed at the expiration of this extended term.
In developing its niche in the industry, Timely has concentrated, since
January 1994, on the contract carriage of truckload freight for the air freight
and expedited delivery markets. By concentrating in these markets, the Company
has eliminated the need for terminals and has been able to focus its efforts on
acquiring equipment and recruiting drivers and other personnel.
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Truck-Net, a licensed freight broker acquired by Mr. Bakal in 1991,
performs truckload brokerage services in the same air freight and expedited
delivery markets served by Timely. As a broker, Truck-Net matches a shipper with
a specific routing and/or equipment need with a carrier able to satisfy the
shipper's particular requirements. All carriers used by Truck-Net are required
to be properly certified and to have a current certificate of insurance. When
logistically feasible, Truck-Net utilizes Timely's equipment to complete the
brokerage contracts. During the nine months ended September 30, 1998, Truck-Net
was able to utilize Timely's equipment for approximately 13% of its shipments.
Truck-Net offers its services to customers on a contract basis. Some of
its services provide specific scheduled runs for a definite time period, and
others provide deliveries on an as needed basis by the shipper. Truck-Net's
largest customer, Panalpina Inc. ("Panalpina"), the U.S. subsidiary of a major
European air freight forwarder, accounted for approximately 9% and 16% of the
Company's consolidated operating revenues for the nine month periods ended
September 30, 1998 and 1997, respectively.
In October 1997, the Company organized Timely North, Inc. ("Timely North")
and entered into a marketing agreement (the "Marketing Agreement") with
Continental American Transportation, Inc. ("Continental"). Under that agreement,
Timely North, on November 1, 1997, leased or subleased from Continental and its
two main operating subsidiaries, Carpet Transport, Inc. and Blue Mack Transport,
Inc. (collectively "CTI"), substantially all of their operating assets and
terminals. In addition, all of the employees of CTI were hired by Timely North
effective November 1, 1997. The Marketing Agreement expired on July 31, 1998.
The primary business of CTI was the truckload and less-than-truckload
("LTL") carriage of carpet from the manufacturing facilities located in north
Georgia to customers primarily located in the eastern and southern United
States. The movement of carpet is primarily a one direction movement with most
of the carpet movement being outbound from north Georgia, making it necessary to
find sufficient back-haul business to bring the trucks back to Georgia at the
lowest possible cost. In April 1998 as a result of the losses it had incurred in
its LTL operations, the Company ceased using the 17 remote LTL terminals located
in 10 states that it had assumed operational control from CTI, terminated
approximately 400 employees at these terminals, returned equipment to its
Calhoun location and transferred the truckload carpet business to Timely.
During the second quarter of 1998, the Company began consolidating certain
of its operations to eliminate duplicative functions. This consolidation was
accomplished to improve customer service, lower "deadhead" miles and lower
operating costs. On August 1, 1998 the Company moved all of its corporate and
administrative personnel from its offices in Atlanta to the facility in Calhoun,
Georgia.
RESULTS OF OPERATIONS
Nine Months Ended September 30, 1998 compared to Nine Months Ended September 30,
1997
Operating revenues increased 81%, or $20.2 million, to $45.1 million
for the nine month period ended September 30, 1998 from $25.0 million for the
same period last year. Timely's revenue increased $10.2 million to $28.2 million
primarily due to increases in business from core accounts and revenues generated
from an expanded customer base. Timely North revenues included in the nine month
period of 1998 were $10.6 million. Truck-Net and PTG, Inc. recorded revenues of
$5.8 million and $428,000, respectively, in the first nine months of 1998
compared to $6.2 million and $750,000 in the same period of 1997.
Operating expenses increased 89%, or $21.7 million, to $46.2 million
for the nine month period ended September 30, 1998 from $24.5 million for the
same period of 1997. Timely accounted for $10.0 million of this increase,
primarily as a result of the increased revenue discussed above, while the
inclusion of Timely North accounted for $11.8 million of the increase.
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On April 1, 1998 the Company ceased operating its LTL business operated
by Timely North. Second and third quarter operating results reflect efficiencies
realized by this change in operations, which include the reduction of equipment
and personnel costs outlined above.
During the first quarter of 1997, the Company recognized a tax
provision of $246,000 which is a one-time charge related to the termination of
the S corporation election of the Company and certain of its subsidiaries and
represents the recognition of deferred tax liabilities attributable to these
entities, which treatment is mandated by SFAS Statement No. 109, "Accounting for
Income Taxes".
The Company's net loss increased approximately $1.7 million from net
income of $77,000 for the first nine months of 1997 compared to a net loss of
$1.7 million for the comparable period of 1998, primarily as a result of losses
incurred from the Timely North LTL operations.
Three Months Ended September 30, 1998 compared to Three Months Ended September
30, 1997
The Company's operating revenues increased approximately $2.2 million,
or 24%, to approximately $11.3 million for the three months ended September 30,
1998, from approximately $9.1 million for the three months ended September 30,
1997. Timely's revenues increased 37%, or $2.5 million, to $9.2 million from
$6.7 million. Truck-Net and PTG recorded revenues of $2.0 million and $117,000,
respectively, in the third quarter of 1998 compared to $2.2 million and
$199,000, respectively, for the same period in 1997. The increase in Timely's
revenues was primarily due to increases in business from core accounts and the
addition of new customers during the third quarter of 1998. Timely's total
revenue miles increased 26% to 7.3 million miles in the third quarter of 1998
from 5.8 million miles in the third quarter of 1997.
The Company's operating expenses increased approximately $2.0 million,
or 22%, to approximately $11.0 million in the three months ended September 30,
1998 from approximately $9.0 million for the three months ended September 30,
1997. The increase in the Company's operating expenses is primarily due to an
increase of $2.1 million, or 32%, in Timely's operating expenses to $8.8 million
from $6.7 million as a result increased revenue miles discussed above.
Truck-Net's operating expenses were $2.0 million for the three months ended
September 30, 1998 compared to $2.2 million for the same period of 1997.
The Company recorded net income of $36,000 for the three months ended
September 30, 1998 compared to net income of $89,000 in the third quarter of
1997.
LIQUIDITY AND CAPITAL RESOURCES
On June 19, 1997, the Company's registration statement for the sale of
1,250,000 of common stock at a price of $6.00 per share and 1,437,500 redeemable
common stock purchase warrants (the "warrants") at a price of $.0125 per warrant
was declared effective (the "Initial Public Offering") by the Securities and
Exchange Commission. Proceeds to the Company, after underwriting discounts and
related offering expenses totaled approximately $ 5.7 million.
The Company had negative working capital of approximately $1.1 million
at September 30, 1998 compared to positive working capital of approximately $2.0
million at December 31, 1997. Cash generated from the collection of accounts
receivable was used to support the operating losses incurred by the LTL
operations of Timely North in the first quarter of 1998. The current portion of
long-term debt increased approximately $500,000 and accounts payable and other
accrued liabilities increased approximately $400,000.
Net cash provided by operating activities totaled approximately
$556,000 for the nine month period ended September 30, 1998, compared to net
cash used of approximately $232,000 in the comparable period ended September 30,
1997. This increase arose mainly from $1.7 million in losses for the nine months
ended September 30, 1998 offset by a $2.4 million reduction in trade accounts
receivable. Cash used in investing activities increased to approximately $3.4
million in 1998 primarily due to the acquisition of approximately $2.9 million
of property and equipment. The Company installed $1.1 million of satellite
communications equipment in its trucks and
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acquired $1.2 million of trailers to replace more expensive leased equipment.
Proceeds from long-term debt, net of debt retirement, and net proceeds from the
Company's line of credit were approximately $2.0 million.
The Company has available a combined $9.0 million line of credit with a
lending institution to provide for the Company's working capital and letter of
credit requirements. The loan is guaranteed by the Company's principal
shareholder and bears interest at a rate equal to 0.75% above the bank's base
rate (as defined in the agreement). At September 30, 1998, the Company had $7.0
million outstanding under the line of credit with no availability remaining
pursuant to the terms of the agreement. This facility, which was originally
scheduled to mature on June 30, 1998, has been extended by the bank until
December 31, 1998. The Company anticipates extending the current facility or
entering into new arrangements with the bank by the end of the extended period.
However, there can be no assurance that the Company will be able to further
extend or enter into new arrangements with the bank on terms favorable to the
Company, if at all, which might necessitate that the Company raise additional
funds through the issuance of equity or convertible debt securities. Pursuant to
the loan agreement with the bank, the Company must satisfy certain financial and
other covenants. As of September 30, 1998, the Company was in default under
several non-monetary covenants. The Company has requested from the bank waivers
of compliance with these covenants.
The Company believes that the continued improvement in cash flows from
operations, as a result of the operating changes discussed above and from its
existing lines of credit, if extended or otherwise renewed or replaced, will be
sufficient to satisfy its contemplated cash requirements over the next 12
months. The Company's financial requirements will depend upon, among other
things, the growth rate of the Company's business, the amount of cash generated
by operations and the Company's ability to borrow funds or enter into lease or
purchase financing arrangements for the acquisition of new equipment or for
working capital purposes. Should the Company require additional debt or equity
financing to support its operations or to make acquisitions, there can be no
assurance that such additional financing will be available to the Company on
commercially reasonable terms, or at all.
INFLATION
Inflation has not had a material effect on the Company's operations. If
inflation increases, the Company will attempt to increase its rates to offset
its increased expenses. No assurances can be given, however, that the Company
will be able to adequately increase its prices in response to inflation.
YEAR 2000 ISSUES
The Company's business and relationships with its customers depends
significantly on a number of computer software programs, internal operating
systems and connections to other networks. If any of these software programs,
systems or networks are not programmed to recognize and properly process dates
after December 31, 1999 (the "Year 2000" issue), significant system failures or
errors may result which could have a material adverse effect on the business,
financial condition, or results of operations of both the effected customers and
the Company. The Company has conducted a preliminary review of its internal
accounting and operating programs and systems and currently believes that these
programs and systems and the network connections it maintains are adequately
programmed to address the Year 2000 issue or can be modified or replaced to
address the Year 2000 issue without incurring costs or delays which would have a
material adverse effect on the Company's financial condition. However if the
Company and third parties upon which it relies are unable to address this issue
in a timely manner it could result in a material financial risks to the Company.
The Company plans to devote all resources required to resolve any significant
Year 2000 issues in a timely manner.
11
<PAGE> 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
On or about December 31, 1997, an action was brought against the
Company, Timely, Timely North and other unrelated parties in the case styled
Lance Enterprises, Inc. v. Continental American Transportation, Inc., Carpet
Transport, Inc., Professional Transportation Group Ltd., Inc., Timely North,
Inc. and Timely Transportation, Inc., Case No. 33670, by Lance Enterprises, Inc.
in the Superior Court of Gordon County, Georgia seeking recovery against the
defendants for breach of contract, conspiracy to avoid a lawful obligation,
tortious interference with contractual obligations, attorney's fees and expenses
of litigation, quantum meruit, punitive damages and declaratory judgement. This
lawsuit stems from the plaintiff's agreement with Continental American
Transportation, Inc. under which plaintiff was to assist Continental American
with the sale of its business for a prescribed fee. The plaintiff alleges that
the Company's and Timely North's dealings with Continental American and its
subsidiaries, specifically the $1.5 million loan and marketing arrangement,
constitute a sale under the agreement. Continental American refused to pay the
plaintiff any fee under the agreement. The Company, Timely and Timely North were
not parties to the agreement, have filed an answer to the complaint denying all
of the material allegations and any liability on their part and intend to
vigorously defend this action. Discovery is proceeding in this action. In
addition, the Company intends to file a motion for summary judgment with respect
to this matter.
On or about May 26, 1998, an action was filed against Timely and Timely
North in the case styled Mellon U.S. Leasing v. Timely North, Inc. and Timely
Transportation, Inc., Case No. 4:97-CV277 HLM,U.S. District Court for the
Northern District of Georgia (Rome Division). This action was filed by a lessor
of rolling stock to CTI. The complaint alleges generally that Timely North and
Timely are indebted to Mellon in an amount to be determined at trial, but that
is currently in the approximate amount of $105,000. While neither Timely nor
Timely North have had any contractual relationship with Mellon, Mellon asserts
in its complaint that the use of the rolling stock during the period of time
that Timely and Timely North used the rolling stock. Timely and Timely North
have timely filed answers to Mellon's complaint. The case is in the process of
being settled for an amount favorable to Timely North and Timely.
An involuntary bankruptcy petition was filed on or about May 26, 1998
against Continental American Transportation, the parent corporation of CTI, in
the case styled In re: Continental American Transportation, Inc., Case No.
98-41900 HR, U.S. Bankruptcy Court for the Northern District of Georgia (Rome
Division). This action was filed by several parties purporting to be creditors
of Continental American. The involuntary bankruptcy petition resulted in the
appointment of a trustee. While the trustee has asserted no formal claims
against the Company or its affiliates, the trustee has verbally questioned the
receipt by the Company of a payment it received for a consulting and
non-competition agreement. The trustee also verbally questioned the
fully-secured status and priority of the Company's September 12, 1997 secured
loan to CTI and its affiliates of $1.5 million. The Company denies that its
first priority secured status should be challenged, but even if this challenge
would be successful, the Company has title insurance on the property and a
personal guarantee of one of the owners of the property. The trustee also
questioned whether the Company was entitled to the proceeds of the sale of
certain rolling stock formerly leased by CTI. In the event that the trustee
should pursue any of these claims against the Company or its affiliates, the
Company and/or its affiliates will file a timely response to any such claim
denying all of the material allegations and any liability on its part, and will
vigorously defend against any such claim.
On or about June 17, 1998, a lawsuit was filed against Timely North and
the Company in the case styled CIT Finance Group, Inc. v. Timely North, Inc. and
Professional Transportation Group Ltd., Inc., Case No. 98-CV2280-2, Superior
Court of Clayton County, Georgia. This action was filed by a lessor of rolling
stock to CTI. The complaint alleges generally that Timely North and the Company
are indebted to CIT in an amount to be determined at trial, but that CIT alleges
to be approximately $350,000, an amount disputed by the Company. While neither
Timely North nor the Company has had any contractual relationship with CIT, CIT
asserts in its complaint that the use of its rolling stock entitles CIT to
receive from Timely North and the Company the fair rental value of the rolling
stock during the period of time that Timely North used the rolling stock. Timely
North and the Company have timely filed answers to CIT's complaint, and intend
to contest the case vigorously.
An involuntary bankruptcy petition was filed on or about June 17, 1998
against Carpet Transport, Inc. in the case styled In re: Carpet Transport, Inc.,
Case No. 98-42224 HR, U.S. Bankruptcy Court for the Northern District of
12
<PAGE> 13
Georgia (Rome Division). This action was filed by several parties purporting to
be creditors of Carpet Transport and alleges among other things that Timely
North or its affiliates had collected a portion of CTI's receivables, that a
representative of the Company had caused CTI's withholding tax payments to the
IRS to be diverted to Timely North's benefit (to pay Form 2290 taxes), and that
Timely North had sold portions of CTI's equipment without an accounting for the
sales proceeds. A trustee has been appointed, but neither the Company, Timely
nor Timely North has had any communication with the trustee. In the event that
the trustee pursues any of these claims against the Company or its affiliates,
the Company and/or its affiliates will file a timely response to any such claim
denying all of the material allegations and any liability on its part, and will
vigorously defend against any such claim.
On or about July 30, 1998, an action was brought against Timely and
other defendants in the case styled The CIT Group/Equipment Financing, Inc. v.
Timely Transportation, Inc. et al, Case No. 98-14395, Court of Common Pleas of
Montgomery County, Pennsylvania. The plaintiff as a secured creditor of various
defendants other than Timely alleges that those defendants defaulted in their
installment payments to the plaintiff, that the plaintiff sold the collateral in
a foreclosure sale, that the plaintiff has been damaged in the amount of
approximately $151,000, and that Timely is a "successor" to the other defendants
and therefore owes to CIT its damages. Timely was not a party to any of the
documents under which the plaintiff bases its cases, will file a timely answer
to the complaint denying all of the material allegations and any liability on
its part, and intends to vigorously defend this action.
On or about September 4, 1998, an action was filed against the Company,
Timely and Timely North in the case styled U.S. Bancorp Leasing & Financial v.
Timely North, Inc., Timely Transportation, Inc. and Professional Transportation
Group Ltd., Inc., Case No. 34611, Superior Court of Gordon County, Georgia. This
action was filed by a lessor of rolling stock to CTI. The complaint alleges
generally that the Company, Timely and Timely North are indebted to U.S. Bancorp
in an amount to be determined at trial. U.S. Bancorp is seeking $290,534.50, an
amount disputed by the Company. While neither Timely, Timely North nor the
Company has had any contractual relationship with U.S. Bancorp, U.S. Bancorp
asserts in its complaint that the use of its rolling stock entitles it to
receive from Timely, Timely North and the Company the fair rental value of the
rolling stock during the period of time that Timely North used the rolling
stock. Timely, Timely North and the Company have filed answers to U.S. Bancorp's
complaint, and intend to contest the case vigorously.
Gainey Transportation Services, Inc. v. Timely Transportation, Inc. and
Timely North, Inc., case number 98-06917-CK, Circuit Court for the County of
Kent, Michigan. Gainey Transportation Services, Inc. seeks recovery of
approximately $65,000 in freight charges allegedly incurred by Timely North.
Timely and Timely North have retained local counsel in Michigan in order to
defend this matter. Timely's position is that only Timely North is responsible
for alleged debt, if at all. This matter was dismissed by the court on November
6, 1998 due to lack of personal jurisdiction. Gainey may choose to refile its
case in a proper jurisdiction.
Scott Logistics Corporation v. Timely North, Inc. and Timely
Transportation, Inc., case number 34324, Superior Court of Gordon County,
Georgia. The plaintiff filed suit in response to Timely North's efforts to
collect $9,709.23 due on account from the plaintiff. The plaintiff filed suit
against both Timely North and Timely seeking claims for $8,342.34 for alleged
damages to freight and approximately $60,000 based on allegations of tortious
interference with plaintiff's relationships with one or more of its customers.
Timely and Timely North have filed an answer to the suit and are vigorously
defending against plaintiff's claims. In addition, Timely North has filed a
counterclaim in the amount of $9,709.23 for sums due on account from the
plaintiff.
T.M.B. Inc. v. Timely Transportation Inc. and Timely North, Inc., case
number 98CV1931, U.S. District Court for the Northern District of Georgia,
Atlanta Division. The plaintiff seeks to recover $99,998.52 for services
rendered and goods supplied. Timely has filed an answer denying liability, and
intends to vigorously defend on the merits. Timely North did not dispute
T.M.B.'s claims and a default judgement has been entered against Timely North.
Trailer Leasing Company v. Timely Transportation, Inc., case number
98L05447, Circuit Court of Cook County, Illinois. The plaintiff seeks to recover
$137,970.53 for alleged equipment rental charges. Timely disputes the amount
claimed by the plaintiff, and has retained local counsel to file an answer and
defend Timely's position.
13
<PAGE> 14
L.T.D. Logistics, Inc. and Arrow Lines Services, Inc. v. Timely
Transportation, Inc. , Timely North, Inc. and Professional Transportation Group
Ltd., Inc. L.T.D. and Arrow filed suit against Timely, Timely North and the
Company on or about August 24, 1998, seeking recovery jointly and severally
against all three companies in the amount of $71,328.30 for breach of contract
and related claims. An answer denying liability has been filed on behalf of the
Company and its affiliates. Discovery is proceeding. It is believed that
liability in this matter is properly limited to Timely North. Timely North is
asserting set-offs and other defenses which may serve to reduce its liability.
Olsten Corporation v. Timely North, Inc. On or about October 12, 1998,
Olsten Corporation filed a lawsuit against Timely North seeking recovery on a
commercial account in the principal amount of $49,926.94, plus interest. Timely
North has not disputed the amount claimed by Olsten.
United States Fidelity & Guaranty Company v. Krogel Freight Systems of
Georgia, Inc. and Timely Transportation, Inc. USF&G filed suit against Krogel
Freight Systems of Georgia, Inc. and Timely on or about September 29, 1998,
seeking recovery of $45,226.00 in principal plus substantial pre-judgement
interest, allegedly representing unpaid insurance premiums on a 1994 workers'
compensation policy. Timely denies liability and has filed an answer consistent
therewith. Timely intends to contest the case vigorously.
The Company is not a party to any other material legal proceedings
other than routine litigation arising in the normal course of business.
Item 2. Changes in Securities - Not applicable.
Item 3. Defaults Upon Senior Securities - Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information
(a) Pursuant to Item 701(f) of Regulation S-B, the Company is
obligated to report on the use of proceeds from the Initial Public Offering. The
information provided below is given as of September 30, 1998.
(1) The Company's registration statement on Form SB-2
(File No. 333-24619) was declared effective by the Securities and Exchange
Commission on June 19, 1997.
(2) The Initial Public Offering commenced on June 19,
1997.
(3) The Initial Public Offering did not terminate before
any securities were sold.
(4) (i) The Initial Public Offering did not
terminate before the sale of all securities
registered
(ii) The managing underwriter of the Initial
Public Offering was Argent Securities, Inc.
(iii) Common Stock and redeemable common stock
purchase warrants (the "Warrants") were
registered in the Initial Public Offering.
(iv) 1,250,000 shares ($7,500,000) of Common
Stock were registered and sold. 1,437,500
Warrants ($179,687.50) were registered and
sold.
(v) An estimate of the amount of expenses
incurred by the Company in connection with
the issuance and distribution of the
Securities registered is $1,995,494. Such
expenses have been or will be paid directly
or indirectly to persons or entities other
than directors, officers, persons owning 10%
or more of the Company's securities and
affiliates of the Company.
14
<PAGE> 15
(vi) The net proceeds to the Company after
deducting the total expenses described above
were $5,684,194.
(vii) Through September 30, 1998, $1,500,000 of
the net proceeds of the Initial Public
Offering was loaned to an unrelated party
and the remainder was used in the Company's
operations. None of the net proceeds have
been paid directly or indirectly to
directors, officers, persons owning 10% or
more of the Company's securities and
affiliates of the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
No. Description
- --- -----------
<S> <C>
3.1 Amended and Restated Articles of Incorporation of the Company
(Incorporated by reference to Exhibit 3.1 from the Company's
Registration Statement on Form SB-2, File No. 333-24619 (the
"Registration Statement"))
3.2 Bylaws of the Company (Incorporated by reference to Exhibit 3.2 from
the Registration Statement)
4.1 Specimen Common Stock Certificate (Incorporated by reference to Exhibit
4.1 from the Registration Statement)
4.2 Specimen Redeemable Warrant Certificate (Incorporated by reference to
Exhibit 4.2 from the Registration Statement)
11.1 Statement Regarding Computation of Earnings Per Share.
27.1 Financial Data Schedule (for SEC use only).
</TABLE>
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the quarter
for which this report on Form 10-QSB is filed.
15
<PAGE> 16
SIGNATURES
In accordance with 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.
PROFESSIONAL TRANSPORTATION GROUP
LTD., INC.
Date: November 16, 1998 By: /s/ Dennis A. Bakal
----------------------- ---------------------------
Dennis A. Bakal
President and Chief Executive Officer
(principal executive officer)
Date: November 16, 1998 By: /s/ Susan P. Dial
----------------- ---------------------------
Susan P. Dial
Acting Chief Financial Officer
(principal financial and accounting
officer)
16
<PAGE> 1
EXHIBIT 11.1
Statement Regarding Computation of Earnings Per Share
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- --------------------
1998 1997 1998 1997
---- ---- ----- ----
<S> <C> <C> <C> <C>
Net income (loss) $ 36,067 $ 88,559 $(1,664,998) $ 76,542
========= ========= =========== ==========
Net income (loss)
per share (basic) $ 0.01 $ 0.02 $ (0.43) $ 0.02
========= ========= =========== ==========
Weighted average common
shares outstanding 3,867,850 3,849,609 3,867,701 3,074,070
========= ========= =========== ==========
Net income (loss)
per share (diluted) $ 0.01 $ 0.02 $ (0.43) $ 0.02
========= ========= =========== ==========
Weighted average common
and common equivalent
shares outstanding 4,624,482 4,727,892 3,867,701 3,971,384
========= ========= =========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ISSUER'S
UNAUDITED INTERIM FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30,
1998, SET FORTH IN THE ACCOMPANYING FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<EXCHANGE-RATE> 1
<CASH> (304,660)
<SECURITIES> 875,868
<RECEIVABLES> 8,618,775
<ALLOWANCES> 326,578
<INVENTORY> 0
<CURRENT-ASSETS> 14,101,573
<PP&E> 8,685,047
<DEPRECIATION> (1,555,447)
<TOTAL-ASSETS> 22,139,207
<CURRENT-LIABILITIES> 15,210,887
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,373,235
<TOTAL-LIABILITY-AND-EQUITY> 22,139,207
<SALES> 45,126,373
<TOTAL-REVENUES> 45,126,373
<CGS> 0
<TOTAL-COSTS> 46,159,192
<OTHER-EXPENSES> (241,343)
<LOSS-PROVISION> 59,000
<INTEREST-EXPENSE> 873,522
<INCOME-PRETAX> (1,664,998)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,664,998)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,664,998)
<EPS-PRIMARY> (.43)
<EPS-DILUTED> (.43)
</TABLE>
