<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission File No. 000-24615
LANDAIR CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE 62-1743549
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
430 AIRPORT ROAD
GREENEVILLE, TENNESSEE 37745
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 636-7000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 1, 2000 was approximately $17.5 million based on the
closing price of such stock on such date of $5.00.
The number of shares outstanding of the registrant's common stock, $.01 par
value, as of February 1, 2000 was 6,018,648.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the 2000 Annual Meeting of
Shareholders are incorporated by reference into Part III of this report. Such
definitive proxy statement will be filed with the Securities and Exchange
Commission not later than 120 days subsequent to December 31, 1999.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page Number
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<S> <C>
Part I
Item 1. Business 3
Item 2. Properties 8
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Security Holders 8
Executive Officers of the Registrant 9
Part II
Item 5. Market for Registrant's Common Stock and 12
Related Shareholder Matters
Item 6. Selected Financial Data 13
Item 7. Management's Discussion and Analysis of Financial 14
Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 20
Item 8. Financial Statements and Supplementary Data 21
Item 9. Changes in and Disagreements with Accountants on 21
Accounting and Financial Disclosure
Part III
Item 10. Directors and Executive Officers of the Registrant 22
Item 11. Executive Compensation 22
Item 12. Security Ownership of Certain Beneficial 22
Owners and Management
Item 13. Certain Relationships and Related Transactions 22
Part IV
Item 14. Exhibits, Financial Statement Schedules and 23
Reports on Form 8-K
Signatures 24
Index to Financial Statements and Financial Statement Schedule F-2
</TABLE>
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PART I
ITEM 1. BUSINESS
GENERAL
Landair Corporation, through its operating subsidiaries (the "Company"),
is a truckload carrier that transports a wide range of commodities in both
intrastate and interstate commerce. The Company provides dry van common carrier
and dedicated contract carriage for shippers of a variety of products in the
medium- and short-haul markets. These products include, among others, air
freight, automotive parts and supplies, electronics, metal products, paper
products, building products, textiles, retail and other consumer goods. The
preponderance of the Company's business involves providing high-quality,
specialized services to service-sensitive shippers on both a dedicated and ad
hoc basis. To improve service to the differing requirements of customers at
numerous shipping locations, the Company has terminals where over-the-road
tractors are based and drivers are domiciled.
The Company utilizes a satellite-linked, computerized operations system
to monitor and facilitate the movement of freight. The Company's operating
philosophy is founded on maintaining the highest level of service at market
competitive prices in the most efficient manner possible.
During 1999, the Company continued to focus its marketing efforts and
capital resources on dedicated contract carriage. Management believes the future
growth of the Company will be in the dedicated contract carriage area and less
in the common carrier area as a result of the commoditization of the truckload
sector.
On July 9, 1998, the Board of Directors of Forward Air Corporation
("Forward Air") authorized the separation of Forward Air into two publicly-held
corporations, one owning and operating the deferred air freight operations and
the other owning and operating the truckload operations (the "Spin-off"). The
Spin-off was effected on September 23, 1998 through the distribution to
shareholders of Forward Air of all the outstanding $.01 par value common stock
of the Company (the "Common Stock"), a truckload holding company incorporated
June 10, 1998 in Tennessee. Pursuant to the Spin-off, the Common Stock was
distributed on a pro rata basis of one share for every one share of Forward Air
$.01 par value common stock held. Effective with the Spin-off, the Company is
the legal entity that owns and operates the truckload operations through its
operating subsidiaries.
OPERATIONS
The Company currently conducts its common carrier operations from seven
terminals. Each terminal is the base for certain over-the-road tractors and is
the domicile of the drivers who operate those tractors. These terminals have
facilities and staff to provide driver supervision, and
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five provide both fueling and maintenance. The Company also operates facilities
for its dedicated operations. The Company believes this network of facilities
enhances its ability to provide responsive service to its customers in an
efficient manner.
Each customer's shipment is accorded exclusive use of a trailer, with
most shipments being transported directly from customer pick-up locations to
destinations without a change of drivers, relays or circuitous routing via
terminals. The Company operates a centralized customer service and operations
center in Greeneville, Tennessee. All facilities and drivers are linked to a
satellite communication and dispatch system which provides interactive updates
to its operations.
The Company's truckload carrier operations consist principally of
dedicated contract carriage and common carriage:
Dedicated Contract Carriage. The Company's dedicated fleet provides
dedicated equipment and personnel on a contractual basis to each of its
customers for that customer's exclusive use, frequently as a lower cost
alternative to private carriage. While providing shippers with a higher level of
service, the implementation of a dedicated fleet program frees for other uses
that portion of a shipper's capital that would have been invested in a private
fleet. This ability to redeploy capital allows shippers to better utilize
resources in furtherance of their primary businesses. The dedicated fleet's
service also includes certain on-site staffing requirements typically associated
with operating a private fleet.
Common Carriage. The Company serves as a common carrier for a broad array
of customers with a variety of shipping needs. Common carriage primary traffic
consists of medium- and short-haul routes and is concentrated primarily in the
eastern two-thirds of the United States. Common carriage customers include
Fortune 500 companies who subscribe to a "core-carrier" strategy as well as
smaller companies with regional shipping needs. Services include just-in-time
delivery, satellite communications and electronic data interchange, as well as
tailored services required to meet specific customer needs such as dedicated
capacity, team operations and roller bed equipment used to serve its air cargo
industry customers.
The primary focus of the Company's marketing strategy is to focus on the
growth and development of the dedicated contract business. Within the common
carriage operation, the Company continues to increase freight density within
defined market areas that are consistent with the Company's growth and profit
objectives by capitalizing on the trend of shippers to use a fewer number of
truckload carriers in pursuit of a "core carrier" partnership strategy and the
trend to outsource private fleet transportation requirements. The financial and
operating goal of the Company is to maximize profitability by achieving optimal
equipment utilization and yield, while meeting or exceeding customer service
requirements.
REVENUE EQUIPMENT
The Company purchases high quality tractors to help attract and retain
drivers, promote safe operations and minimize maintenance and repair costs. When
purchasing new revenue equipment,
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the Company typically acquires standardized tractors and trailers manufactured
to the Company's specifications. Standardization enables the Company to simplify
driver training, control the cost of spare parts inventory and enhance its
preventive maintenance program.
The Company has purchased its tractors from Freightliner Corporation and
Volvo Trucks North America, Inc. and most of its trailers from Great Dane
Corporation. The majority of the tractors purchased are equipped with Series 60
Detroit Diesel electronic engines which have contributed significantly to
increased fuel efficiency. Certain of the Company's purchase and lease
agreements include a guaranteed predetermined trade value for tractors after
three or four years.
As of December 31, 1999, the Company owned or leased 707 tractors and
contracted for 331 tractors from owner-operators. The average age of the
Company-owned tractor fleet was approximately 1.8 years at December 31, 1999. As
of December 31, 1999, the Company owned or leased 3,135 trailers, of which
substantially all are 53' long and 135 include specialized roller bed equipment
required to serve air cargo industry customers. By having a majority of the
Company's trailer fleet equipped with 53' trailers, the Company is able to
provide its customers with more economy and convenience and increased driver
productivity. The average age of the trailer fleet was approximately 5.0 years
at December 31, 1999.
The Company has installed Qualcomm two-way satellite communication
systems in the majority of its tractors. The Qualcomm system provides the
Company with continuous communications capability in the event a driver
experiences a service delay or disruption. The Qualcomm system also allows the
Company to track the exact location and route of any particular shipment and
communicate instantly with drivers to improve operating efficiencies.
EMPLOYEES
As of December 31, 1999, the Company employed approximately 1,000
persons, 715 of whom were drivers.
Drivers. The Company has established several programs to increase driver
loyalty and to provide a greater stake in the Company to drivers. Drivers are
compensated on the basis of miles driven, and base pay for miles driven
increases with a driver's length of employment with the Company. The Company
maintains a 401(k) benefit plan and stock purchase plan for Company drivers and
other employees.
Safety and Training. The Company conducts comprehensive training programs
to promote safety, customer relations, service standards, productivity and
positive attitudes. Driver training and safety programs are developed by the
Company's safety department. Drivers meet or exceed United States Department of
Transportation ("DOT") qualifications. Driver qualification files are updated at
least annually to maintain compliance with DOT regulations.
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The Company's safety department focuses on (i) recruiting and maintaining
qualified drivers; (ii) improving driver and management safety training; (iii)
implementing periodic reviews of driving records; (iv) creating incentive
bonuses for drivers with good safety records and (v) raising awareness of
safety-related issues on a Company-wide basis.
In March 1998, the DOT initiated a safety audit of the Company, and in
May 1998, the Company was notified that it had retained its satisfactory rating.
OWNER-OPERATORS
The Company intends to continue to expand its operations with
owner-operator equipment. The Company believes that the owner-operators with
whom it contracts are generally more experienced than the general driver
population and that they have a vested interest in protecting their own
equipment that motivates them to operate in a cautious manner. Typically, owner-
operators are responsible for paying all their operating expenses including
fuel, maintenance, equipment payments and all other equipment-related expenses.
Owner-operators are compensated by the Company on a rate per mile or percentage
of revenue basis. As of December 31, 1999, 32% of the Company's tractors in
service were contracted to the Company by owner-operators.
INSURANCE AND CLAIMS
Claims exposure in the transportation industry consists primarily of
cargo loss and damage, vehicle liability, property damage and workers'
compensation. The Company maintains a deductible for auto liability claims, for
physical damage claims and for cargo claims. The Company also is responsible for
a significant deductible for workers' compensation claims. The Company maintains
insurance with independent insurance carriers that provide certain coverage for
claims in excess of deductible amounts. Management believes that the Company's
insurance coverage is reasonable.
TRANSPORTATION REGULATIONS
The interstate motor carrier operations of the Company are subject to
safety requirements prescribed by the DOT and other relevant federal and state
agencies. Such matters as weight and dimension of equipment are also subject to
federal and state regulations. The Company's Canadian operations are subject to
similar requirements imposed by the laws and regulations of the Dominion of
Canada and various provincial laws and regulations.
The Company is subject to various federal, state and local environmental
laws and regulations. Management believes that the Company is in substantial
compliance with applicable regulatory requirements relating to its operations.
Failure of the Company to comply with the applicable regulations could result in
substantial fines or revocation of the Company's operating permits.
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ENVIRONMENTAL REGULATIONS
The Company has above-ground fuel storage tanks at its Atlanta, Georgia;
Indianapolis, Indiana; Greeneville, Tennessee; and Memphis, Tennessee facilities
and underground fuel storage tanks at its Columbus, Ohio facility. Such storage
tanks are subject to various federal and state environmental laws and
regulations. Management believes that the Company is in substantial compliance
with applicable environmental laws and regulations. No material increase for
expenditures for compliance with federal, state and local environmental laws and
regulations is anticipated in 2000.
COMPETITION AND INDUSTRY TRENDS
The Company competes with regional, inter-regional, national truckload
carriers and private fleets, and, to a lesser extent, with less-than-truckload
carriers, railroads and overnight delivery companies. Many of the Company's
competitors have greater financial resources, more equipment or larger freight
capacity than the Company. Service and price are the principal means of
competition in the transportation industry.
The Company's principal competitive strength is its ability to
consistently provide reliable service at a competitive price. Many of the
Company's customers are high volume, time-sensitive shippers which require a
flexible and dependable motor carrier service tailored to their specific needs,
including pick-up and delivery within specified delivery times.
SEASONALITY
In the trucking industry, revenue and operating results generally reflect
a seasonal pattern as customers reduce shipments during and after the winter
holiday season and during the month of July due to plant closings. Additionally,
the volume of shipments is often affected by weather variations. The Company's
operating expenses also have historically been higher in the winter months, due
primarily to decreased fuel efficiency and increased maintenance costs of
revenue equipment in colder weather.
INFLATION
Significant increases in fuel prices, to the extent not offset by
increases in rates, would have a material adverse effect on the profitability of
the Company. Historically, the Company has responded to periods of sharply
higher fuel prices by implementing fuel surcharge programs or base rate
increases, or both, to recover additional costs, but there can be no assurance
that the Company will be able to successfully implement such surcharges or
increases in response to increased fuel costs in the future.
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MAJOR CUSTOMER
One customer of the Company, Federal Express Corporation, accounted for
21% of consolidated operating revenue for the year ended December 31, 1999.
ITEM 2. PROPERTIES
The Company's offices and terminals in Columbus, Ohio and terminal
facility in Greeneville, Tennessee are owned by the Company. The remaining
Company facilities are leased. The Company's headquarters are located in
Greeneville, Tennessee.
The Company currently operates terminals at the following locations:
Atlanta, GA Greeneville, TN
Chicago, IL Indianapolis, IN
Columbus, OH Olive Branch, MS
Detroit, MI
ITEM 3. LEGAL PROCEEDINGS
The Company is, from time to time, a party to litigation arising in the
normal course of its business, most of which involve claims for personal injury
and property damage incurred in connection with the transportation of freight.
Management believes that none of these actions, individually or in the
aggregate, will have a material adverse effect on the financial condition or
results of operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year ended December 31, 1999, no
matters were submitted to a vote of security holders through the solicitation of
proxies or otherwise.
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EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to Instruction 3 to Item 401(b) of Regulation S-K and General
Instruction G(3) to Form 10-K, the following information is included in Part I
of this report.
The following are the Company's executive officers:
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Scott M. Niswonger (1)......... 52 Chairman of the Board and Chief Executive
Officer
C. Tim Roach................... 54 President and Chief Operating Officer
Edward W. Cook (1)............. 41 Chief Financial Officer, Senior Vice President
and Treasurer
Richard H. Roberts (1)......... 45 Senior Vice President, General Counsel and
Secretary
N. Jeffrey Woods............... 42 Vice President, Operations
</TABLE>
- ----------------------------
(1) Also serves as an executive officer of Forward Air.
There are no family relationships between any of the executive officers
of the Company. All officers hold office at the pleasure of the Board of
Directors.
The following background material is provided for each executive officer
employed by the Company, including employment history for at least the last five
years.
Scott M. Niswonger has served as Chairman of the Board and Chief
Executive Officer of the Company since July 1998. Mr. Niswonger has also served
as an executive officer and director of Forward Air since 1981 and serves on the
Regional Advisory Board of First Tennessee Bank National Association.
C. Tim Roach has served as President, Chief Operating Officer and
director of the Company since October 1999. Mr. Roach has 30 years of motor
carrier management experience, most recently serving as a consultant to the
industry, and from July 1999 to October 1999 was under contract to the Company.
He has held other contract management positions including with Rocor
International, Inc. from September 1997 until September 1998 and Daymark, Inc.
from September 1996 until September 1997. Prior to these assignments, he was
Senior Vice President for Stevens Transport, Inc. from March 1992 until
September 1996 and has held other senior management positions within the
industry since 1970.
Edward W. Cook has served as Chief Financial Officer, Senior Vice
President and Treasurer of the Company since July 1998. Mr. Cook was employed as
a certified public accountant by Ernst & Young LLP for eleven years, most
recently as a senior manager in the Nashville, Tennessee office. Mr. Cook has
served as a director of Forward Air since September 1994.
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Richard H. Roberts has served as Senior Vice President, General Counsel
and Secretary and as a director of the Company since July 1998. Mr. Roberts was
a partner with the Baker, Worthington, Crossley & Stansberry law firm from
January 1991 until July 1994. Mr. Roberts also serves as a director of Forward
Air and Miller Industries, Inc.
N. Jeffrey Woods has served as Vice President of Operations of the
Company since July 1998. Mr. Woods served as Vice President of Truckload
Operations for Forward Air from July 1991 until July 1998. From April 1985 to
June 1990, Mr. Woods served in various capacities with Ryder Systems, Inc.,
including Director of Operations Planning and Director of Central Operations of
Ryder-Temperature Controlled Carriage in Nashville, Tennessee.
OTHER KEY EMPLOYEES
Harry O. Crabtree has served as Vice President, Safety, of Landair
Transport, Inc. ("Landair Transport") since January 1998. Prior to joining
Landair Transport, he served as Vice President, Safety and Quality of Landstar
Inway, Inc. from January 1997 until January 1998. Mr. Crabtree was Vice
President, Risk Management, for Landstar TLC, Inc. from March 1995 to January
1997, and was Director of Safety for Landstar Poole, Inc. from March 1989 until
March 1995. From June 1979 to March 1989, Mr. Crabtree held various management
positions at Landstar Poole, Inc. advancing through the maintenance, operations,
claims and safety departments.
P. Michael Davis has served as Vice President of Dedicated Operations of
Landair Transport since July 1998. Mr. Davis previously served as Vice President
of the Dedicated Fleet Division of Builders Transport, Inc.
("Builders Transport") in Camden, South Carolina from February 1989 to July
1998 and as Vice President of Sales from March 1986 to January 1989. Prior to
March 1986, Mr. Davis spent 23 years with McLean
Trucking Company.
Jeffrey S. Kleiber has served as Director of Claims of Landair Transport
since June 1996 and as Vice President, Safety and Risk Management, from January
1997 until March 1998, when he was appointed Vice President, Risk Management.
Prior to joining Landair Transport, he served as President of Mid Atlantic
Claims, Inc. in York, Pennsylvania, a third-party administration company which
primarily handled transportation losses and claims for Goodway Transport, Inc.,
where he also served as Vice President of Safety and Risk Management from
January 1992 until May 1996. From June 1978 until January 1992, Mr. Kleiber
served as Vice President of Safety at Shaffer Trucking, Inc. in New Kingstown,
Pennsylvania.
Jeffrey W. Maddison has served as Vice President, Maintenance and
Purchasing, of Landair Transport since January 1996. He held the same position
with Forward Air from February 1996 until August 1998. Mr. Maddison served as
Executive Vice President for Erin Truckways, Ltd., d/b/a Digby Truck Lines from
January 1992, and was Vice President of Maintenance for Crete Carrier Corp.,
Shaffer Trucking, Inc., Sunflower Carriers, Inc. and HTL Truck Lines, Inc. from
September 1987 until December 1991.
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John R. Morris has served as President of Dedicated Operations for
Landair Transport since July 1998. Mr. Morris was President and Chief Operating
Officer of Builders Transport from January 1989 until December 1993 and from
December 1995 until August 1996 before joining Landair Transport. Mr. Morris
served as director of Builders Transport from January 1989 until September 1990
and from October 1990 until July 1998. Also while at Builders Transport, Mr.
Morris filled the position of President of Dedicated Services and Contract
Logistics Group from December 1993 until December 1995. He was also Chief
Executive Officer for Builders Transport on two occasions between June 1990 and
November 1992. Mr. Morris was in charge of the Dedicated Fleet operations for
Builders Transport from January 1986 until January 1989. He also spent 23 years
with McLean Trucking Company before joining Builders Transport.
Greg R. Smith has served as Vice President of Dedicated Operations of
Landair Transport since July 1998. Mr. Smith was employed with Builders
Transport as Vice President of Sales, Dedicated Services, from January 1989
until joining Landair Transport. From April 1987 until August 1988, he served as
Vice President, Sales and Marketing, for Poole Truckline, Inc. Mr. Smith served
in various positions at Schneider National, Inc., the last being Area Vice
President, Sales and Marketing, from July 1980 until April 1987.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS
Since the pro rata distribution to the shareholders of Forward Air of all
of the outstanding $.01 par value Common Stock on September 23, 1998, the Common
Stock has traded on The Nasdaq National Market tier of The Nasdaq Stock
Market(R) under the symbol "LAND." The following table sets forth the high and
low sale prices for the Common Stock as reported by The Nasdaq National Market
from September 24-30, 1998, for the fourth quarter of 1998 and for each quarter
of 1999:
<TABLE>
<CAPTION>
1998 High Low
---- ---- ---
<S> <C> <C>
September 24-30.................. $6.50 $4.00
Fourth Quarter................... $8.50 $3.00
<CAPTION>
1999 High Low
---- ---- ---
<S> <C> <C>
First Quarter.................... $8.44 $4.75
Second Quarter................... $5.88 $3.88
Third Quarter.................... $6.00 $3.13
Fourth Quarter................... $6.25 $4.75
</TABLE>
There were approximately 1,000 shareholders of record (including
brokerage firms and other nominees) of the Common Stock as of December 31, 1999.
The Company has not paid cash dividends on the Common Stock and it is
the current intention of management to retain earnings to finance the growth of
the Company's business. Future payment of dividends will depend upon the
financial condition, results of operations, contractual restrictions and capital
requirements of the Company, as well as other factors deemed relevant by the
Board of Directors.
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ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial data of the Company.
The selected financial data should be read in conjunction with the Company's
financial statements and notes thereto, included elsewhere in this report.
<TABLE>
<CAPTION>
Year ended December 31
----------------------------------------------------------------------
1999 1998 1997 1996 1995
--------- --------- -------- -------- --------
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME DATA:
Operating revenue $131,855 $110,353 $ 91,398 $ 82,242 $ 87,764
Income (loss) from operations (236) 6,453 3,739 825 4,104
Operating ratio (1) 100.2% 94.2% 95.9% 99.0% 95.3%
Net income (loss) (1,830) 3,075 1,150 (905) 937
Income (loss) per share - basic (2) (0.30) 0.49 0.18 (0.14) 0.15
Income (loss) per share - diluted (2) (0.30) 0.49 0.18 (0.14) 0.15
Cash dividends declared per
common share -- -- -- -- --
BALANCE SHEET DATA (AT END OF PERIOD):
Total assets $111,369 $ 92,429 $ 97,208 $ 89,292 $ 95,200
Long-term obligations, net of
current portion 32,970 18,058 14,151 19,771 29,990
Shareholders' equity 42,168 45,253 39,558 38,408 39,313
</TABLE>
(1) Operating expenses as a percentage of operating revenue.
(2) Income (loss) per share is presented on a pro forma basis for the 1995
through 1998 years to reflect the 6.3 million share issuance of Common
Stock as a result of the Spin-off of the Company in September 1998, as if
the Spin-off had occurred on January 1, 1995.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The financial information presented in this annual report on Form 10-K
includes the assets and liabilities and results of operations directly related
to the truckload operations of Forward Air for all periods presented prior to
the Spin-off on September 23, 1998, and of the Company subsequent to the
Spin-off. (See Note 1 of Notes to Consolidated Financial Statements.)
Significant changes could have occurred in the funding and operations of the
Company had it been operated as an independent stand-alone entity during the
periods prior to the Spin-off, which could have had a significant impact on its
financial position and results of operations. As a result, the financial
information included in these financial statements for periods through September
23, 1998 is not necessarily indicative of the financial position and results of
operations of the Company which might have occurred had it been an independent
stand-alone entity during those periods.
The following table sets forth the percentage relationship of expense
items to operating revenue for the periods indicated.
<TABLE>
<CAPTION>
Year Ended December 31
------------------------------------
1999 1998 1997
-------- ------- -------
<S> <C> <C> <C>
Operating revenue:
Forward Air 2.5% 4.0% 6.7%
Other 97.5 96.0 93.3
----- ----- -----
100.0 100.0 100.0
Operating expenses:
Salaries, wages and employee benefits 34.4 34.2 34.2
Purchased transportation 26.8 24.6 23.5
Fuel and fuel taxes 11.1 11.0 12.3
Depreciation and amortization 10.3 8.8 9.1
Insurance and claims 4.7 4.5 5.8
Operating leases 1.3 1.0 0.7
Other operating expenses 11.6 10.1 10.3
----- ----- -----
Total operating expenses 100.2 94.2 95.9
----- ----- -----
Income (loss) from operations (0.2) 5.8 4.1
Interest expense (2.2) (1.4) (2.0)
Other income, net 0.3 0.1 --
----- ----- -----
Income (loss) before income taxes (2.1) 4.5 2.1
Income taxes (benefit) (0.7) 1.7 0.8
Net income (loss) (1.4)% 2.8% 1.3%
===== ===== =====
</TABLE>
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998
Operating revenue increased by $21.5 million, or 19.5%, to $131.9 million
for 1999 from $110.4 million in 1998. The increase in operating revenue resulted
primarily from additional
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tractors in service during 1999. Average tractors in service were 1,082 during
1999 and 835 in 1998.
The sources of the Company's operating revenue within the Company's one
reportable segment were as follows:
<TABLE>
<CAPTION>
Year Ended December 31
-----------------------------
1999 1998
-------- --------
(In thousands)
<S> <C> <C>
Truckload fleet $ 98,783 $ 92,948
Dedicated fleet 33,377 18,508
Intrasegment eliminations (305) (1,103)
--------- ---------
Total operating revenue $ 131,855 $ 110,353
========= =========
</TABLE>
The operating ratio for 1999 was 100.2% compared to 94.2% for 1998. The
increase in the operating ratio in 1999 was due primarily to a higher operating
cost structure resulting from a decrease in equipment utilization between
periods and other factors as discussed below. The decrease in equipment
utilization was attributable to our truckload fleet's operating performance. The
truckload fleet's equipment utilization was negatively impacted by the Laker
Express, Inc. ("Laker") asset acquisition in January 1999 and integration of the
assets into the Company's operations. The unfavorable increase in the operating
ratio was also attributable to higher than expected driver turnover, which was
further compounded by a tight supply of qualified drivers. As a result of the
unfavorable results attributed to the Company's expansion efforts, management
plans to restrict capital investment in our truckload fleet until we return
equipment utilization and operating profitability to acceptable levels. During
the third quarter, the Company commenced operation of a four-year $60 million
revenue dedicated fleet contract. This dedicated contract enabled us to shift
under-utilized revenue equipment from our truckload division. Start-up costs,
which were expensed during the quarter, were incurred in connection with this
new dedicated fleet contract. Such costs totaled an estimated $500,000 on a
pre-tax basis, or $.05 per share.
Salaries, wages and employee benefits were 34.4% of operating revenue in
1999 compared to 34.2% in 1998. The increase in salaries, wages and employee
benefits as a percentage of operating revenue was due primarily to a decrease in
the equipment utilization, which was partially offset by a decrease in the ratio
of Company-operated tractors to owner-operator tractors between periods. The
average number of Company-operated tractors in service was 746 in 1999 and 589
in 1998.
Purchased transportation was 26.8% of operating revenue in 1999 compared
to 24.6% in 1998. The increase in purchased transportation as a percentage of
operating revenue was primarily attributable to a higher ratio of owner-operator
to Company equipment during 1999 as compared to 1998. During 1999 and 1998,
approximately 336 and 246, respectively, of Truckload's average tractors in
service were contracted through owner-operators.
15
<PAGE> 16
Fuel and fuel taxes were 11.1% of operating revenue in 1999 compared to
11.0% in 1998. The increase in fuel and fuel taxes as a percentage of operating
revenue during 1999 resulted from a 2.7% increase in the average fuel price per
gallon. The increase in fuel prices was partially offset by a decrease in the
ratio of Company drivers to owner-operators.
Depreciation and amortization expense as a percentage of operating
revenue was 10.3% in 1999 compared to 8.8% in 1998. The increase in depreciation
and amortization as a percentage of operating revenue is attributable to a
decrease in equipment utilization coupled with the amortization of identified
intangible assets and goodwill associated with the Laker acquisition which
totaled $395,000, or 0.3% of revenue, during 1999 and higher unit tractor
depreciation as the Company decreased the average age of its fleet during 1999.
These factors were partially offset by a decrease in the ratio of
Company-operated tractors to owner-operator tractors during 1999 compared to the
prior year.
Insurance and claims were 4.7% of operating revenue in 1999 compared to
4.5% in 1998. The increase in insurance and claims expense during 1999 as
compared to 1998 resulted from an increase in the frequency and severity of
accidents between years partially offset by improvements in claims development
trends and premium costs.
Operating leases were 1.3% of operating revenue in 1999 compared to 1.0%
in 1998. The increase in operating leases as a percentage of operating revenue
is attributable to an increase in rent for revenue equipment between periods.
Other operating expenses, a large component of which relates to equipment
maintenance, were 11.6% of operating revenue in 1999 compared to 10.1% in 1998.
The increase in other operating expenses as a percentage of operating revenue is
attributed to a decrease in equipment utilization between periods coupled with
an increase in commissions paid to sales agents.
Interest expense was $2.9 million, or 2.2% of operating revenue, in 1999
compared to $1.6 million, or 1.4%, in 1998. The increase was due to higher
average net borrowings during 1999 primarily resulting from the replacement of
Company revenue equipment throughout the year and the acquisition of assets from
Laker in January 1999.
The combined federal and state effective tax benefit for 1999 was 34.2%
compared to a tax rate of 38.2% for 1998. For information concerning income
taxes, as well as information regarding differences between effective tax rates
and statutory rates, see Note 6 of the Notes to Consolidated Financial
Statements.
As a result of the foregoing factors, net income decreased by $4.9
million resulting in a loss of $1.8 million for 1999 compared to income of $3.1
million in 1998.
16
<PAGE> 17
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997
Operating revenue increased by $19.0 million, or 20.8%, to $110.4 million
for 1998 from $91.4 million in 1997. The increase in operating revenue resulted
primarily from an increase in equipment utilization. Average tractors in service
were 835 during 1998 and 699 in 1997.
The sources of the Company's operating revenue within the Company's one
reportable segment were as follows:
<TABLE>
<CAPTION>
Year Ended December 31
--------------------------
1998 1997
-------- --------
(In thousands)
<S> <S> <C>
Truckload fleet $ 92,948 $ 78,588
Dedicated fleet 18,508 13,464
Intrasegment eliminations (1,103) (654)
--------- --------
Total operating revenue $ 110,353 $ 91,398
========= ========
</TABLE>
The operating ratio for 1998 was 94.2% compared to 95.9% for 1997. The
improved operating ratio in 1998 was due primarily to a lower operating cost
structure resulting from an increase in equipment utilization during the period
and lower fuel and insurance costs.
Salaries, wages and employee benefits were constant at 34.2% of operating
revenue in 1998 compared to 34.2% in 1997 due to a decrease in the ratio of
Company drivers to owner-operators, which were offset by an increase in driver
wages. The average number of Company-operated tractors in service was 589 in
1998 and 501 in 1997.
Purchased transportation was 24.6% of operating revenue in 1998 compared
to 23.5% in 1997. The increase in purchased transportation as a percentage of
operating revenue was primarily attributable to a higher ratio of owner-operator
to Company equipment during 1998 as compared to 1997. During 1998 and 1997,
approximately 246 and 198, respectively, of Truckload's average tractors in
service were contracted through owner-operators.
Fuel and fuel taxes were 11.0% of operating revenue in 1998 compared to
12.3% in 1997. The decrease in fuel and fuel taxes as a percentage of operating
revenue during 1998 resulted from a 9.1% decrease in the average fuel price per
gallon, a 2.7% increase in the average miles per gallon and a decrease in the
ratio of Company drivers to owner-operators.
Depreciation and amortization expense as a percentage of operating
revenue was 8.8% in 1998 compared to 9.1% in 1997. The decrease in depreciation
and amortization as a percentage of operating revenue is attributable to
improvements in equipment utilization during 1998 coupled with a decrease in the
ratio of Company drivers to owner-operators.
Insurance and claims were 4.5% of operating revenue in 1998 compared to
5.8% in 1997. The improvement in insurance and claims expense during 1998 as
compared to 1997 resulted from
17
<PAGE> 18
a decrease in the frequency and severity of accidents between years coupled with
improvements in claims development trends and premium costs.
Operating leases were 1.0% of operating revenue in 1998 compared to 0.7%
in 1997. The increase in operating leases as a percentage of operating revenue
is attributable to increased office rent for terminal facilities.
Other operating expenses, a large component of which relates to equipment
maintenance, were 10.1% of operating revenue in 1998 compared to 10.3% in 1997.
The decrease in other operating expenses as a percentage of operating revenue is
attributed to a decrease in the ratio of Company-operated to owner-operator
equipment.
Interest expense was $1.6 million, or 1.4% of operating revenue, in 1998
compared to $1.8 million, or 2.0%, in 1997. The decrease in interest expense
during 1998 was due to lower average net borrowing during 1998 primarily due to
a $5.0 million capital contribution by Forward Air and the settlement of
intercompany balances with Forward Air which were used to pay down long-term
obligations subsequent to the Spin-off.
The combined federal and state effective tax rate for 1998 was 38.2%
compared to 39.5% for 1997. For information concerning income taxes, as well as
information regarding differences between effective tax rates and statutory
rates, see Note 6 of the Notes to Consolidated Financial Statements.
As a result of the foregoing factors, net income increased by $1.9
million to $3.1 million for 1998 from $1.2 million in 1997.
Liquidity and Capital Resources
The continued growth of the Company, and the nature of its operations,
have required significant investment in new equipment. The Company has
historically financed revenue equipment purchases with cash flows from
operations, and through borrowing under credit agreements with financial
institutions. During 1999, working capital needs were met with cash flows from
operations and borrowings under the Company's credit facilities. Net cash
provided by operating activities of the Company totaled approximately $10.4
million, $20.0 million and $16.9 million in 1999, 1998 and 1997, respectively.
Net cash used in investing activities was approximately $32.1 million in
1999, $21.2 million in 1998 and $14.6 million in 1997. Investing activities
consisted primarily of the acquisition of revenue equipment and enhanced
management information systems during 1999, 1998 and 1997, the acquisition of
assets from Laker and the purchase of a terminal facility during 1999.
18
<PAGE> 19
Net cash provided by financing activities was $20.0 million in 1999
compared to $2.3 million in 1998. Net cash used in financing activities was $1.7
million in 1997. These financing activities included the continued financing of
revenue equipment coupled with repayment of long-term debt and capital leases.
In addition, 1998 included a $5.0 million capital contribution by Forward Air
prior to the Spin-off and 1999 included the financing related to the acquisition
of assets from Laker, the $1.3 million repurchase of common stock of the Company
and $64,000 in proceeds from the exercise of stock options and common stock
issued under an employee stock purchase plan.
The Company expects net capital expenditures in 2000 for revenue
equipment and management information systems, to be less than $5.0 million. The
Company expects to finance its normal operating requirements and planned revenue
equipment purchases through available borrowing capacity under existing lines of
credit, future borrowings under installment notes for revenue equipment,
operating lease financing and cash generated by operations. In the future, the
Company will continue to have significant capital requirements, which may
require the Company to seek additional borrowings or to access capital markets.
The availability of debt financing or equity capital will depend upon the
Company's financial condition and results of operations as well as prevailing
market conditions and other factors over which the Company has little or no
control.
The Company's credit facilities include a working capital line of credit
and two equipment financing facilities. Subject to maintenance of financial
covenants and ratios, these credit facilities permit the Company to borrow up to
$15.0 million under the working capital line of credit and $28.6 million under
the equipment financing facilities. Interest rates for advances under the
facilities vary based on covenants related to total indebtedness, cash flows,
results of operations and other ratios. The facilities bear interest at LIBOR
plus 0.75% to 2.0% and are secured by accounts receivable and certain revenue
equipment. The Company's working capital line of credit expires in April 2001
and the two equipment financing facilities expire in September 2000 and December
2000. Availability under the line of credit is reduced by the amount of
outstanding letters of credit. Among other restrictions, the terms of the line
of credit require maintenance of certain levels of net worth and other financial
ratios. As of December 31, 1999, the Company had $2.6 million of borrowings and
approximately $5.0 million of letters of credit outstanding under the working
capital line of credit facility and $25.9 million of borrowings outstanding
under the equipment financing facilities. As a result of the unfavorable results
of operations during 1999, management plans to restrict capital investment in
our truckload fleet until we return equipment utilization and operating
profitability to acceptable levels.
Impact of Year 2000
In prior years, the Company discussed the nature and progress of its
plans to become Year 2000 ready. In late 1999, the Company completed its
remediation and testing of systems. As a result of those planning and
implementation efforts, the Company experienced no significant
19
<PAGE> 20
disruptions in mission critical information technology and non-information
technology systems and believes those systems successfully responded to the Year
2000 date change. The Company expensed approximately $54,000 during 1999 in
connection with remediating its systems. The Company is not aware of any
material problems resulting from Year 2000 issues, either with its products, its
internal systems, or the products and services of third parties. The Company
will continue to monitor its mission critical computer applications and those of
its suppliers and vendors throughout the Year 2000 to ensure that any latent
Year 2000 matters that may arise are addressed promptly.
Impact of Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS
No. 133, as amended, is required to be adopted by the Company in 2001.
Management does not anticipate that the adoption of the Statement will have a
significant effect on the financial position or results of operations of the
Company.
Forward-Looking Statements
The Company, or its officers and directors on behalf of the Company, may
from time to time make written or oral "forward-looking statements." Written
forward-looking statements may appear in documents filed with the Securities and
Exchange Commission (the "Commission"), in press releases and in reports to
shareholders. Oral forward-looking statements may be made by the Company's
officers and directors on behalf of the Company to the press, potential
investors, securities analysts and others. The Private Securities Litigation
Reform Act of 1995 contains a safe harbor for forward-looking statements. The
Company relies on this safe harbor in making such disclosures. In connection
with this safe harbor provision, the Company is hereby identifying important
factors that could cause actual results to differ materially from those
contained in any forward-looking statement made by or on behalf of the Company.
Without limitation, factors that might cause such a difference include economic
factors such as recessions, inflation, higher interest rates, downturns in
customer business cycles, competition, surplus inventories, loss of a major
customer, fuel price increases, the ability of the Company's information systems
to handle increased volume of freight, and the availability and compensation of
qualified drivers and independent owner-operators. The Company disclaims any
intent or obligation to update these forward-looking statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in interest rates and
commodity prices. To reduce such risks, the Company selectively uses forward
purchase contracts for fuel. All such forward purchase transactions are
authorized and executed pursuant to clearly defined procedures.
20
<PAGE> 21
Interest Rates
At December 31, 1999 and 1998, the fair value of the Company's total
variable rate debt was estimated to be approximately $28.5 million and $21.1
million, respectively, which approximated carrying value based on the Company's
current incremental borrowing rates for similar types of borrowing arrangements.
At this borrowing level, a hypothetical 10% adverse change in interest rates on
the debt would increase interest expense and decrease income before income taxes
by approximately $227,000 and $130,000 in 1999 and 1998, respectively. This
amount was determined by considering the impact of the hypothetical interest
rate increase on the Company's borrowing cost at the December 31, 1999 and 1998
borrowing levels.
Commodities
The availability and price of fuel are subject to fluctuations due to
factors such as seasonality, weather, government programs and policies, and
changes in global production. To reduce price sensitivity caused by market
fluctuations, the Company from time to time will enter into forward purchase
contracts. At December 31, 1999 and 1998, the Company had commitments to
purchase approximately $133,000 and $750,000 of fuel, respectively, representing
approximately 1% and 8% of its respective 2000 and 1999 estimated fuel
requirements.
The above market risk discussion and the estimated amounts presented are
forward-looking statements of market risk based on the assumed occurrence of
certain adverse market conditions. Actual results in the future may differ
materially from those projected due to actual developments in the market.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this item is submitted as a separate section of this
report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
21
<PAGE> 22
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item with respect to directors of the
Company is incorporated herein by reference to the Company's definitive proxy
statement for its 2000 Annual Meeting of Shareholders (the "2000 Proxy
Statement"). The 2000 Proxy Statement will be filed with the Commission not
later than 120 days subsequent to December 31, 1999.
Pursuant to Item 401(b) of Regulation S-K, the information required by
this item with respect to executive officers of the Company is set forth in Part
I of this report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by
reference to the 2000 Proxy Statement, which will be filed with the Commission
not later than 120 days subsequent to December 31, 1999.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated herein by
reference to the 2000 Proxy Statement, which will be filed with the Commission
not later than 120 days subsequent to December 31, 1999.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by
reference to the 2000 Proxy Statement, which will be filed with the Commission
not later than 120 days subsequent to December 31, 1999.
22
<PAGE> 23
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) and (2) List of Financial Statements and Financial Statement
Schedules.
The response to this portion of Item 14 is submitted as
a separate section of this report.
(a)(3) List of Exhibits.
The response to this portion of Item 14 is submitted as
a separate section of this report.
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed during the
fourth quarter of 1999.
(c) Exhibits.
The response to this portion of Item 14 is submitted as
a separate section of this report.
(d) Financial Statement Schedules.
The response to this portion of Item 14 is submitted as
a separate section of this report.
23
<PAGE> 24
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Landair Corporation has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
LANDAIR CORPORATION
By: /s/ Scott M. Niswonger
---------------------------------
Scott M. Niswonger, Chairman
and Chief Executive Officer
Date: February 29, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME CAPACITY DATE
<S> <C> <C>
/s/ Scott M. Niswonger Chairman and February 29, 2000
- ------------------------------- Chief Executive Officer
Scott M. Niswonger (Principal Executive Officer)
/s/ C. Tim Roach President, Chief February 29, 2000
- ------------------------------- Operating Officer
C. Tim Roach and Director
/s/ Edward W. Cook Chief Financial Officer, February 29, 2000
- ------------------------------- Senior Vice President and Treasurer
Edward W. Cook (Principal Financial
and Accounting Officer)
/s/ Richard H. Roberts Senior Vice President, General February 29, 2000
- ------------------------------- Counsel, Secretary and Director
Richard H. Roberts
/s/ Jerry T. Armstrong Director February 29, 2000
- -------------------------------
Jerry T. Armstrong
/s/ Duane H. Cassidy Director February 29, 2000
- -------------------------------
Gen. Duane H. Cassidy
/s/ C. John Langley, Jr. Director February 29, 2000
- -------------------------------
C. John Langley, Jr.
</TABLE>
24
<PAGE> 25
Annual Report on Form 10-K
Item 8, Item 14(a)(1) and (2), (c) and (d)
List of Financial Statements and Financial Statement Schedule
Financial Statements and Supplementary Data
Certain Exhibits
Financial Statement Schedule
Year Ended December 31, 1999
Landair Corporation
Greeneville, Tennessee
<PAGE> 26
Landair Corporation
Form 10-K -- Item 8 and Item 14(a)(1) and (2)
Index to Financial Statements and Financial Statement Schedule
The following consolidated financial statements of Landair Corporation are
included as a separate section of this report:
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Report of Ernst & Young LLP, Independent Auditors............................ F-3
Consolidated Balance Sheets - December 31, 1999 and 1998..................... F-4
Consolidated Statements of Income - Years Ended December 31, 1999,
1998 and 1997............................................................. F-6
Consolidated Statements of Shareholders' Equity - Years Ended
December 31, 1999, 1998 and 1997.......................................... F-7
Consolidated Statements of Cash Flows - Years Ended December 31, 1999,
1998 and 1997............................................................. F-8
Notes to Consolidated Financial Statements - December 31, 1999............... F-9
The following financial statement schedule of Landair Corporation is included as
a separate section of this report.
Schedule II - Valuation and Qualifying Accounts.............................. S-1
</TABLE>
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and, therefore, have been omitted.
F-2
<PAGE> 27
Report of Independent Auditors
The Board of Directors and Shareholders
Landair Corporation
We have audited the accompanying consolidated balance sheets of Landair
Corporation as of December 31, 1999 and 1998, and the related consolidated
statements of income, shareholders' equity, and cash flows for each of the three
years in the period ended December 31, 1999. Our audits also included the
financial statement schedule listed in the Index at Item 14(a). These financial
statements and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Landair
Corporation at December 31, 1999 and 1998, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting principles generally accepted
in the United States. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.
Ernst & Young LLP
Nashville, Tennessee
February 1, 2000
F-3
<PAGE> 28
Landair Corporation
Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31
1999 1998
--------------------------
(In thousands)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 9 $ 1,783
Accounts receivable, less allowance of $615 in
1999 and $370 in 1998 16,329 15,805
Inventories 654 998
Prepaid expenses 5,055 3,893
Income taxes receivable 466 350
Deferred income taxes 1,873 1,871
-------------------------
Total current assets 24,386 24,700
Property and equipment:
Land 1,094 109
Buildings 4,691 2,023
Revenue equipment 98,473 89,395
Other equipment 7,794 6,688
Leasehold improvements 1,508 421
-------------------------
113,560 98,636
Accumulated depreciation and amortization 30,825 31,242
-------------------------
82,735 67,394
Goodwill and other intangibles, net 3,697 --
Other assets 551 335
-------------------------
Total assets $ 111,369 $ 92,429
=========================
</TABLE>
F-4
<PAGE> 29
<TABLE>
<CAPTION>
December 31
1999 1998
-------------------------
(In thousands)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,046 $ 3,338
Accrued payroll and related items 1,227 1,475
Insurance and claims accruals 4,880 5,296
Other accrued expenses 3,088 2,285
Current portion of long-term debt 9,732 3,009
-------------------------
Total current liabilities 22,973 15,403
Long-term debt, less current portion 32,970 18,058
Deferred income taxes 13,258 13,715
Commitments and contingencies -- --
Shareholders' equity:
Preferred stock, $.01 par value:
Authorized shares - 5,000,000
No shares issued -- --
Common stock, $.01 par value:
Authorized shares - 45,000,000
Issued and outstanding shares - 6,042,148
in 1999 and 6,293,441 in 1998 60 63
Additional paid-in capital 42,939 44,191
Retained earnings (deficit) (831) 999
-------------------------
Total shareholders' equity 42,168 45,253
-------------------------
Total liabilities and shareholders' equity $ 111,369 $ 92,429
=========================
</TABLE>
See accompanying notes.
F-5
<PAGE> 30
Landair Corporation
Consolidated Statements of Income
<TABLE>
<CAPTION>
Year ended December 31
1999 1998 1997
---------------------------------------------------
(In thousands, except per share data)
<S> <C> <C> <C>
Operating revenue:
Forward Air $ 3,276 $ 4,431 $ 6,137
Other 128,579 105,922 85,261
---------------------------------------------------
131,855 110,353 91,398
Operating expenses:
Salaries, wages and employee benefits 45,353 37,681 31,225
Purchased transportation 35,354 27,101 21,471
Fuel and fuel taxes 14,587 12,193 11,272
Depreciation and amortization 13,537 9,723 8,308
Insurance and claims 6,145 4,999 5,312
Operating leases 1,774 1,076 674
Other operating expenses 15,341 11,127 9,397
---------------------------------------------------
132,091 103,900 87,659
---------------------------------------------------
Income (loss) from operations (236) 6,453 3,739
Other income (expense):
Interest expense (2,918) (1,600) (1,826)
Other, net 373 121 (12)
---------------------------------------------------
(2,545) (1,479) (1,838)
---------------------------------------------------
Income (loss) before income taxes (2,781) 4,974 1,901
Income taxes (benefit) (951) 1,899 751
---------------------------------------------------
Net income (loss) $ (1,830) $ 3,075 $ 1,150
===================================================
Income (loss) per share (pro forma for
1998 and 1997):
Basic $ (.30) $ .49 $ .18
Diluted $ (.30) $ .49 $ .18
</TABLE>
See accompanying notes.
F-6
<PAGE> 31
Landair Corporation
Consolidated Statements of Shareholders' Equity
<TABLE>
<CAPTION>
Common Stock Additional Retained Total
--------------------- Paid-in Earnings Shareholder's Shareholders'
Shares Amount Capital (Deficit) Investment Equity
---------------------------------------------------------------------------------------------
(In thousands)
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1996 -- $ -- $ -- $ -- $ 38,408 $ 38,408
Net income for 1997 -- -- -- -- 1,150 1,150
------------------------------------------------------------------------------------------
Balance at December 31, 1997 -- -- -- -- 39,558 39,558
Net income for 1998 -- -- -- 999 2,076 3,075
Contribution of capital by
Forward Air -- -- -- -- 5,000 5,000
Contribution of assets to
Forward Air -- -- -- -- (2,380) (2,380)
Spin-off of Landair
Corporation 6,293 63 44,191 -- (44,254) --
------------------------------------------------------------------------------------------
Balance at December 31, 1998 6,293 63 44,191 999 -- 45,253
Net loss for 1999 -- -- -- (1,830) -- (1,830)
Exercise of stock options 3 -- 12 -- -- 12
Common stock issued under
employee stock purchase plan 15 -- 52 -- -- 52
Common stock repurchased (269) (3) (1,316) -- -- (1,319)
------------------------------------------------------------------------------------------
Balance at December 31, 1999 6,042 $ 60 $ 42,939 $ (831) $ -- $ 42,168
==========================================================================================
</TABLE>
See accompanying notes.
F-7
<PAGE> 32
Landair Corporation
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Year ended December 31
1999 1998 1997
------------------------------------------------------
(In thousands)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ (1,830) $ 3,075 $ 1,150
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation 13,142 9,723 8,308
Amortization 395 -- --
(Gain) loss on sale of property and
equipment (172) 81 385
Provision for losses on receivables 233 205 88
Provision for revenue adjustments 1,066 514 226
Deferred income taxes (459) 1,078 866
Changes in operating assets and liabilities:
Accounts receivable (1,823) (5,424) (1,740)
Inventories 350 (577) (81)
Prepaid expenses (1,112) (1,332) (265)
Receivable from Forward Air -- 17,447 1,980
Accounts payable and accrued expenses 677 (5,478) 5,913
Income taxes (116) 734 79
------------------------------------------------------
Net cash provided by operating activities 10,351 20,046 16,909
INVESTING ACTIVITIES
Purchases of property and equipment (27,467) (24,076) (15,841)
Proceeds from disposal of property and equipment 10,332 3,180 1,259
Acquisition of Laker Express, Inc. (14,754) -- --
Other (216) (320) (5)
------------------------------------------------------
Net cash used in investing activities (32,105) (21,216) (14,587)
FINANCING ACTIVITIES
Proceeds from long-term debt 35,151 25,768 6,873
Payments of long-term debt (13,916) (25,398) (8,078)
Payments of capital lease obligations -- (3,031) (531)
Repurchase of Common Stock (1,319) -- --
Common Stock issued under employee stock
purchase plan 52 -- --
Proceeds from exercise of stock options 12 -- --
Contribution of capital by Forward Air -- 5,000 --
------------------------------------------------------
Net cash provided by (used in) financing activities 19,980 2,339 (1,736)
------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (1,774) 1,169 586
Cash and cash equivalents at beginning of year 1,783 614 28
------------------------------------------------------
Cash and cash equivalents at end of year $ 9 $ 1,783 $ 614
======================================================
Non-cash transaction - Issuance of note payable to
Laker Express, Inc. for asset acquisition $ 400 $ -- $ --
======================================================
</TABLE>
See accompanying notes.
F-8
<PAGE> 33
Landair Corporation
Notes to Consolidated Financial Statements
December 31, 1999
1. ACCOUNTING POLICIES
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements for periods subsequent to
September 23, 1998 include the accounts of Landair Corporation and its
subsidiaries. The consolidated financial statements for periods through
September 23, 1998 include the accounts comprising the truckload operations of
Forward Air Corporation ("Forward Air"), and are based on historical amounts
included in the consolidated financial statements of Forward Air. On July 9,
1998, the Board of Directors of Forward Air authorized the separation of Forward
Air into two publicly-held corporations, one owning and operating the deferred
air freight operations and the other owning and operating the truckload
operations (the "Spin-off").
The Spin-off was effected on September 23, 1998 through the distribution to
shareholders of Forward Air of all the outstanding stock of a new truckload
holding company, Landair Corporation. Pursuant to the Spin-off, the Common Stock
of Landair Corporation was distributed on a pro rata basis of one share of
Landair Corporation Common Stock for every one share of Forward Air common stock
held. Effective with the Spin-off, Landair Corporation is the legal entity that
owns and operates the truckload operations through its operating subsidiaries,
and Forward Air is the legal entity that continues to own and operate the
deferred air freight operations through its operating subsidiaries.
As used in the accompanying consolidated financial statements, the term the
"Company" refers to Landair Corporation and its subsidiaries for periods
subsequent to September 23, 1998 and to the truckload operations of Forward Air
for periods through September 23, 1998.
These historical financial statements include the assets and liabilities and
results of operations directly related to the truckload operations of Forward
Air for all periods presented through September 23, 1998. Significant changes
could have occurred in the funding and operations of the Company had it been
operated as an independent stand-alone entity during those periods, which could
have had a significant impact on its financial position and results of
operations. As a result, the financial information included in these financial
statements for periods through September 23, 1998 is not necessarily indicative
of the financial position and results of operations of the Company which might
have occurred had it been an independent stand-alone entity during those
periods.
The Company is an irregular route, high-service truckload carrier that
transports a wide range of commodities in both intrastate and interstate
commerce. The Company provides dry van common
F-9
<PAGE> 34
Landair Corporation
Notes to Consolidated Financial Statements (continued)
1. ACCOUNTING POLICIES (CONTINUED)
carrier and dedicated contract carriage for shippers of a variety of products in
the medium- and short-haul markets. All significant intercompany transactions
and accounts have been eliminated in consolidation.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
OPERATING REVENUE
Operating revenue and related costs are recognized as of the date shipments are
completed.
CASH EQUIVALENTS
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
Inventories
Inventories of tires, replacement parts, supplies and fuel for revenue equipment
are stated at the lower of cost or market utilizing the FIFO (first-in,
first-out) method of determining cost.
F-10
<PAGE> 35
Landair Corporation
Notes to Consolidated Financial Statements (continued)
1. ACCOUNTING POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation of property and
equipment is calculated based upon the cost of the asset, reduced by its
estimated salvage value, using the straight-line method over the estimated
useful lives as follows:
Buildings 30-40 years
Revenue equipment 3-7 years
Other equipment 3-10 years
Leasehold improvements 1-15 years
Interest payments during 1999, 1998 and 1997 were $2.8 million, $1.6 million and
$1.8 million, respectively. The Company capitalized net interest costs of $-0-
in 1999, $42,000 in 1998 and $-0- in 1997. During 1999, 1998 and 1997,
respectively, the Company added revenue and other equipment of $-0-, $-0- and
$1.6 million through capital leases.
The Company reviews its long-lived assets, including goodwill and other
intangibles, for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. The measurement of possible
impairment is based upon determining whether projected undiscounted future cash
flows from the use of the asset over the remaining depreciation or amortization
period is less than the carrying value of the asset. As of December 31, 1999, in
the opinion of management, there has been no such impairment.
RISK MANAGEMENT
The Company is self-insured for certain of its workers' compensation, property
damage, auto liability and medical benefit claims. The Company has entered into
agreements with insurance companies to limit its losses with respect to these
claims.
INCOME PER SHARE
The Company calculates income per share in accordance with Statement of
Financial Accounting Standards (SFAS) No. 128, Earnings Per Share. Under SFAS
No. 128, basic earnings per share excludes any dilutive effects of options,
warrants and convertible securities. Diluted income per share includes any
dilutive effects of options, warrants and convertible securities, and uses the
treasury stock method in calculating dilution. Earnings per share for 1998 and
1997 are presented on a pro forma basis to reflect the 6.3 million share
issuance of Common Stock as a result of the Spin-off of the Company as if the
Spin-off had occurred on January 1, 1997 (see Note 5).
F-11
<PAGE> 36
Landair Corporation
Notes to Consolidated Financial Statements (continued)
1. ACCOUNTING POLICIES (CONTINUED)
COMPREHENSIVE INCOME
The Company had no items of other comprehensive income in 1999, 1998 or 1997
and, accordingly, comprehensive income is equivalent to net income.
EMPLOYEE STOCK OPTIONS
The Company grants options for a fixed number of shares to employees with an
exercise price generally equal to the fair value of the shares at the grant
date. The Company accounts for employee stock option grants in accordance with
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, and, accordingly, recognizes no compensation expense for the stock
option grants.
MAJOR CUSTOMER
One customer of the Company, Federal Express Corporation, accounted for 21%, 27%
and 29% of consolidated operating revenue for the years ended December 31, 1999,
1998 and 1997, respectively.
COMMON EXPENSES
Prior to 1998, certain administrative expenses consisting of payroll, legal,
accounting, rent and depreciation for shared facilities, and other common
expenses which could not be specifically identified to either the deferred air
freight operations or the truckload operations have been allocated by Forward
Air to the Company based on its relative percentage of consolidated operating
revenue. These administrative expenses, which were allocated to the Company and
which would have been incurred by the Company if it had been operated as an
independent stand-alone entity, totaled $3.2 million and $4.4 million for the
period January 1, 1998 through September 23, 1998 and for the year ended
December 31, 1997, respectively. Subsequent to the Spin-off, certain
administrative and back office functions continue to be shared by both the
Company and Forward Air. The expenses related to these services are addressed by
a Transition Services Agreement as more fully discussed in Note 2.
Interest expense of $1.4 million and $1.8 million for the period January 1, 1998
through September 23, 1998 and for the year ended December 31, 1997,
respectively, has been allocated by Forward Air to the Company based upon the
pro rata share of average operating assets of the Company and Forward Air.
Management believes these allocation methods are reasonable.
F-12
<PAGE> 37
Landair Corporation
Notes to Consolidated Financial Statements (continued)
1. ACCOUNTING POLICIES (CONTINUED)
RECENTLY-ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1998, SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, was issued and was required to be adopted in years beginning after
June 15, 1999. In June 1999, SFAS No. 137 was issued, deferring the effective
date of SFAS No. 133 for one year. This Statement requires all derivatives to be
recorded on the balance sheet at fair value. This results in the offsetting
changes in fair values or cash flows of both the hedge and the hedged item being
recognized in earnings or other comprehensive income, as appropriate, in the
same period. Changes in fair value of derivatives not meeting the Statement's
hedge criteria are included in income. The Company expects to adopt the new
Statement as of January 1, 2001. The Company does not expect the adoption of
this Statement to have a significant effect on its results of operations or
financial position.
RECLASSIFICATIONS
Certain reclassifications have been made to the prior year financial statements
to conform to the 1999 presentation. These reclassifications had no effect on
net income as previously reported.
2. TRANSACTIONS WITH FORWARD AIR
The Company and Forward Air routinely engage in transactions where the Company
hauls deferred air freight shipments for Forward Air which are in excess of
Forward Air's scheduled capacity. The Company's operating revenue from these
shipments is shown separately in the accompanying statements of income.
As discussed in Note 7, the Company subleases a portion of certain facilities
from Forward Air.
In connection with the Spin-off, the Company and Forward Air entered into
certain agreements which were effective upon the actual separation of the two
companies. The agreements were entered into to facilitate orderly changes from
an integrated transportation company to separate deferred air freight and
truckload operations companies in a way which is minimally disruptive to each
entity. Following are summaries of the principal agreements:
DISTRIBUTION AGREEMENT
The Distribution Agreement provided for, among other things, the principal
corporate transactions required to effect the Spin-off and the allocation of
certain assets and liabilities between the Company and Forward Air. The
Distribution Agreement provides that the Company and Forward Air each have sole
responsibility for claims arising out of their respective activities after the
Spin-
F-13
<PAGE> 38
Landair Corporation
Notes to Consolidated Financial Statements (continued)
2. TRANSACTIONS WITH FORWARD AIR (CONTINUED)
off. It also provides that each party will indemnify the other in the event of
certain liabilities arising under the federal securities laws, and that, for a
period of three years after the Spin-off, neither the Company nor Forward Air
will directly solicit the employment of any employee of the other company or its
affiliates without the prior written consent of such other company.
TRANSITION SERVICES AGREEMENT
The Transition Services Agreement describes the services which the Company and
Forward Air provide to each other following the Spin-off. Services performed
under the Transition Services Agreement are negotiated and paid for on an
arm's-length basis. The Company or Forward Air, as recipients of the services,
may terminate any or all such services at any time on thirty days' irrevocable
written notice, and the Company or Forward Air, as providers of the services,
may terminate any or all of the services, other than the information technology
services, on three months' irrevocable notice. Information technology services
to be provided by Forward Air to the Company have a thirty-six month term.
EMPLOYEE BENEFIT MATTERS AGREEMENT
The Employee Benefit Matters Agreement provides for the treatment of employee
benefit matters and other compensation arrangements for the employees of the
Company and Forward Air after the Spin-off. Pursuant to this agreement, Forward
Air is continuing sponsorship of the various employee benefit plans and welfare
plans of Forward Air with respect to Forward Air's employees after the Spin-off,
and the Company is required to establish such similar plans which will allow the
Company to provide to its employees after the Spin-off substantially the same
benefits previously provided to them as employees of Forward Air. The Employee
Benefit Matters Agreement also provided for the adjustment and conversion of the
existing non-exercisable stock options of Forward Air into options of the
Company for those employees that continued employment with the Company after the
Spin-off (see Note 5).
TAX SHARING AGREEMENT
The Tax Sharing Agreement describes the responsibilities of the Company and
Forward Air with respect to all tax matters occurring prior to and after the
Spin-off. The Tax Sharing Agreement provides for the allocation of tax expense,
assessments, refunds and other tax benefits. The Agreement also sets forth the
responsibility for filing tax returns and provides for reasonable cooperation in
the event of any audit, litigation or other proceeding with respect to any
federal, state or local tax.
F-14
<PAGE> 39
Landair Corporation
Notes to Consolidated Financial Statements (continued)
2. TRANSACTIONS WITH FORWARD AIR (CONTINUED)
In accordance with the terms included in the Transition Services Agreement,
subsequent to the Spin-off in 1998, the Company provided safety, licensing,
permitting and fuel tax, insurance and claims services, recruiting and retention
services, and driver training center services to Forward Air. The Company
charged Forward Air $455,000 and $193,000, respectively, during the year ended
December 31, 1999 and the period September 24, 1998 through December 31, 1998
for these services. In addition, Forward Air provided accounts payable, payroll,
human resources, employee benefit plan administration, owner-operator
settlement, central purchasing, accounting and legal, general administrative,
and information technology services to the Company. Forward Air charged the
Company $2.4 million and $797,000, respectively, during the year ended December
31, 1999 and the period September 24, 1998 through December 31, 1998 for these
services.
In connection with the Spin-off in 1998, Forward Air settled all intercompany
balances for cash of approximately $17.4 million, which was then used for
payments on the long-term debt of the Company. At December 31, 1999 and 1998,
respectively, accounts receivable included $707,000 and $687,000 of amounts due
from Forward Air related to services covered under the Transition Services
Agreement and various other transactions between both entities.
3. ACQUISITION OF BUSINESS
On January 7, 1999, the Company acquired certain operating assets of Laker
Express, Inc. ("Laker"), a truckload dry van carrier based in Indianapolis,
Indiana which operated predominantly in the Midwest in the short- to medium-haul
markets. The purchase price for Laker consisted of approximately $14.8 million
in cash and the issuance of a note payable of $400,000. The source of funds for
the cash consideration paid to Laker was from borrowings under the Company's
credit facilities.
The acquisition was accounted for as a purchase. Identified intangible assets
acquired totaled approximately $1.5 million and are being amortized on a
straight-line basis over a life of five years. Goodwill totaled approximately
$2.6 million and is being amortized on a straight-line basis over a life of 20
years. Accumulated amortization of the identified intangible assets and goodwill
totaled $395,000 at December 31, 1999. The results of operations for the
acquired business are included in the consolidated statement of income from the
acquisition date forward.
F-15
<PAGE> 40
Landair Corporation
Notes to Consolidated Financial Statements (continued)
3. ACQUISITION OF BUSINESS (CONTINUED)
The pro forma results of operations assuming the acquisition of Laker assets as
of January 1, 1998 are as follows:
<TABLE>
<CAPTION>
1998
-----------
<S> <C>
Operating revenue $ 127,228
Net income 3,112
Income per share:
Basic 0.49
Diluted 0.49
</TABLE>
The pro forma results of operations do not purport to represent what the
Company's results of operations would have been had the transaction, in fact,
occurred at the beginning of the periods presented or to project the Company's
results of operations in any future period.
4. LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
December 31
1999 1998
------- -------
(In thousands)
<S> <C> <C>
Line of credit $ 2,630 $ 6,921
Equipment Loan Agreements 25,886 5,923
Installment notes payable 10,937 3,721
Other notes payable, including interest
ranging from 7.1% to 8.0% 3,249 4,502
------- -------
42,702 21,067
Less current portion 9,732 3,009
------- -------
$32,970 $18,058
======= =======
</TABLE>
Effective with the Spin-off from Forward Air on September 23, 1998, the Company
entered into a $15.0 million line of credit agreement with a Tennessee bank
which expires in April 2001. Interest rates for advances under the facilities
vary from LIBOR plus 1.0% to 1.75% based upon covenants related to total
indebtedness, cash flows, results of operations and other ratios. Advances are
collateralized primarily by accounts receivable. The agreement contains, among
other things, restrictions that do not allow the payment of dividends, and
requires the maintenance of certain levels of net worth and other financial
ratios. At December 31, 1999, the Company had
F-16
<PAGE> 41
Landair Corporation
Notes to Consolidated Financial Statements (continued)
4. LONG-TERM DEBT (CONTINUED)
$2.6 million outstanding under the line and had utilized $5.0 million of
availability for outstanding letters of credit.
Effective with the Spin-off, the Company entered into an equipment loan
agreement with a Tennessee bank which permits the Company to borrow up to $10.0
million for the purchase of revenue equipment. The equipment loan agreement
expires in September 2000. Interest rates for advances under the facility vary
from LIBOR plus 1.0% to 1.75% based upon covenants related to total
indebtedness, cash flows, results of operations and other ratios (6.8% to 7.6%
at December 31, 1999). The advances are collateralized by revenue equipment
purchased with the proceeds from the equipment loan agreement, and contain
restrictions and covenants similar to the line of credit agreement described
above. At December 31, 1999, the Company had additional borrowing capacity
available of $1.0 million under the equipment loan agreement.
In January 1999, the Company obtained an additional equipment financing facility
with a Tennessee bank, providing borrowing capacity of up to $18.6 million. A
portion of the availability under this new line was immediately used to fund the
acquisition of assets from Laker (see Note 3). The equipment loan agreement
expires in December 2000. Interest rates for advances under the facility vary
from LIBOR plus 0.75% to 2.0% based upon covenants related to total
indebtedness, cash flows, results of operations and other ratios. The advances
are collateralized by revenue equipment purchased with the proceeds from the
equipment loan agreement, and contain restrictions and covenants similar to the
line of credit agreement described above. After funding the acquisition of
assets from Laker, the Company had additional borrowing capacity available of
$1.7 million under the equipment loan agreement.
The Company has installment notes payable with a finance company through 2003.
Certain of the notes bear interest at the 30-day commercial paper rate plus 1.8%
(7.4% and 6.7% at December 31, 1999 and 1998, respectively). Certain other of
the notes bear interest at fixed rates ranging from 6.4% to 7.7%. The notes are
collateralized by the related revenue equipment.
Revenue equipment collateralizing these agreements has a carrying value of
approximately $32.5 million at December 31, 1999.
Maturities of long-term debt are as follows (in thousands):
<TABLE>
<S> <C>
2000 $ 9,732
2001 12,654
2002 8,742
2003 7,699
Thereafter 3,875
--------
$ 42,702
========
</TABLE>
F-17
<PAGE> 42
Landair Corporation
Notes to Consolidated Financial Statements (continued)
5. SHAREHOLDERS' EQUITY AND STOCK OPTIONS
Shareholder's Investment -- For accounting purposes, the historical equity
(shareholder's investment) of the Company through September 23, 1998 consists of
the contributed capital and the accumulated retained earnings of the truckload
operations of Forward Air.
Preferred Stock -- The Board of Directors is authorized to issue, at its
discretion, up to 5,000,000 shares of preferred stock, par value $.01. The terms
and conditions of the preferred shares are to be determined by the Board of
Directors. No shares have been issued to date.
Repurchase of Common Stock -- In February 1999, the Board of Directors
authorized the repurchase of up to 500,000 shares of the Company's common stock
in open market purchases. The amount and timing of any repurchases are to be at
such prices as management of the Company from time to time approves. As of
December 31, 1999, the Company had repurchased 269,000 shares.
Employee Stock Option and Incentive Plan -- The Company follows Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and
related Interpretations in accounting for its employee stock options. Under
Opinion No. 25, when the exercise price of the Company's employee stock options
equals the market price of the underlying stock on the date of grant, no
compensation expense is recognized.
Under the provisions of Forward Air's stock option plan, options to purchase
shares of Forward Air's common stock that were exercisable at the time of the
Spin-off and that were held by those employees who terminated employment with
Forward Air and became employees of the Company upon the Spin-off, were
cancelled if not exercised prior to such employees' termination of employment
with Forward Air. Accordingly, employees that were leaving Forward Air and
continuing as employees of the Company exercised their vested options prior to
the Spin-off. Unexercisable options held by employees of Forward Air who
remained or became employees of the Company upon consummation of the Spin-off
were converted into 169,000 options to purchase Company Common Stock under the
Company's Stock Option and Incentive Plan. Such conversion was on the basis of a
formula designed to preserve the fair market value of such converted options on
the date of the Spin-off.
Subsequent to the Spin-off, the Company reserved 1.0 million shares of Common
Stock under a Stock Option and Incentive Plan. Options issued under the Plan
have a ten year term and vest over a four year period. Prior to the Spin-off,
the Company had no outstanding Common Stock or options to purchase Common Stock.
Pro forma information regarding net income and earnings per share is required by
Statement No. 123, Accounting for Stock-Based Compensation, which also requires
that the information be determined as if the Company has accounted for its
employee stock options granted under the fair
F-18
<PAGE> 43
Landair Corporation
Notes to Consolidated Financial Statements (continued)
5. SHAREHOLDERS' EQUITY AND STOCK OPTIONS (CONTINUED)
value method of that Statement. The fair value for these options was estimated
at the date of grant in 1999 and 1998, respectively, using a Black-Scholes
option pricing model with the following weighted-average assumptions: risk-free
interest rates of 5.8% and 4.7%; dividend ratio of zero; volatility factors of
the expected market price of the Common Stock of 0.6 and 0.5; and a
weighted-average expected life of the option of seven years.
The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions, including the expected stock price volatility. Because
the Company's stock options have characteristics significantly different from
those of traded options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single measure of the fair
value of its stock options.
For purposes of pro forma disclosures, the estimated fair value of the stock
options is amortized to expense over the options' vesting period. The Company's
pro forma information follows (in thousands, except per share data):
<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
Pro forma net income (loss) $ (2,028) $ 2,950
Pro forma net income (loss) per share:
Basic $ (.33) $ .47
Diluted $ (.33) $ .47
</TABLE>
A summary of the Company's employee stock option activity and related
information for the years ended December 31 follows:
<TABLE>
<CAPTION>
1999 1998
-------------------------- --------------------------
Options Weighted-Average Options Weighted-Average
(000) Exercise Price (000) Exercise Price
------- ---------------- ------- ----------------
<S> <C> <C> <C> <C>
Outstanding - beginning of year 321 $4 -- $--
Granted/Converted 208 5 333 4
Exercised (3) 4 -- --
Forfeited (122) 4 (12) 4
----- -- ----- --
Outstanding - end of year 404 5 321 $4
===== == ===== ==
Exercisable at end of year 83 $4 2 $8
===== == ===== ==
Options available for grant 593 179
===== =====
Weighted-average fair value of options
granted during the year $3.26 $2.34
===== =====
</TABLE>
F-19
<PAGE> 44
Landair Corporation
Notes to Consolidated Financial Statements (continued)
5. SHAREHOLDERS' EQUITY AND STOCK OPTIONS (CONTINUED)
Exercise prices for options outstanding as of December 31, 1999, ranged from
$3.01 to $7.71.
Non-Employee Director Options -- In May 1999 and October 1998, options to
purchase 22,500 and 45,000 shares of Common Stock, respectively, were granted to
the non-employee directors of the Company at an option price of $4.875 and $4.25
per share, respectively. The options have terms of ten years and are exercisable
in installments which vest over two-year periods from the date of grant. At
December 31, 1999, 67,500 options are outstanding and will expire in October
2008 through May 2009, unless a non-employee director resigns or is not
re-elected, in which event the options expire 90 days after the option holder is
no longer a non-employee director.
Employee Stock Purchase Plan -- The Company implemented an employee stock
purchase plan effective January 1, 1999 at which time participating employees
became entitled to purchase Common Stock through payroll deduction of up to 10%
of the employee's annual compensation. The issue price of the Common Stock is
equal to the lesser of (1) 85% of market price on the first trading day of the
semi-annual option period or (2) 85% of market price on the last trading day of
the semi-annual option period. The Company has reserved 300,000 shares of Common
Stock for issuance pursuant to the plan. At December 31, 1999, approximately
15,000 shares had been issued under the plan.
Earnings (Loss) Per Share -- Earnings (loss) per share are presented on a pro
forma basis for 1998 and 1997 to reflect the 6,293,542 share issuance of Common
Stock as a result of the Spin-off of the Company (see Note 1) as if the Spin-off
had occurred on January 1, 1997. The following table sets forth the computation
of basic and diluted earnings (loss) per share (in thousands, except per share
data):
<TABLE>
<CAPTION>
1999 1998 1997
----------------------------------
<S> <C> <C> <C>
Numerator:
Numerator for basic and diluted
earnings per share - net income (loss) $(1,830) $3,075 $1,150
==================================
Denominator:
Denominator for basic earnings per share
- weighted-average shares 6,146 6,293 6,293
Effect of dilutive stock options 79 20 --
----------------------------------
Denominator for diluted earnings per
share - adjusted weighted-average shares 6,225 6,313 6,293
==================================
Basic net income (loss) per share $ (0.30) $ 0.49 $ 0.18
==================================
Diluted net income (loss) per share (1) $ (0.30) $ 0.49 $ 0.18
==================================
</TABLE>
(1) Diluted loss per share amounts for 1999 have been calculated using the
same denominator as used in the basic loss per share calculation as the
inclusion of dilutive securities in the denominator would have an
anti-dilutive effect.
F-20
<PAGE> 45
Landair Corporation
Notes to Consolidated Financial Statements (continued)
6. INCOME TAXES
The operations of the Company have been included in the consolidated federal
income tax return of Forward Air for periods prior to September 23, 1998. For
the periods prior to September 23, 1998, the provision (benefit) for income
taxes reflects an allocation of federal income taxes computed on a separate
return basis. For the periods subsequent to September 23, 1998, the Company
files its own consolidated federal income tax return. The Company and Forward
Air entered into a Tax Sharing Agreement in connection with the Spin-off (see
Note 2). The provision (benefit) for income taxes consists of the following:
<TABLE>
<CAPTION>
1999 1998 1997
---------------------------------
(In thousands)
<S> <C> <C> <C>
Current:
Federal $ (471) $ 703 $(94)
State (21) 118 (21)
---------------------------------
(492) 821 (115)
Deferred:
Federal (376) 996 748
State (83) 82 118
---------------------------------
(459) 1,078 866
---------------------------------
$ (951) $1,899 $751
=================================
</TABLE>
The historical income tax expense (benefit) differs from the amounts computed by
applying the federal statutory rate of 34% to income before income taxes as
follows:
<TABLE>
<CAPTION>
1999 1998 1997
---------------------------------
(In thousands)
<S> <C> <C> <C>
Tax expense (benefit) at the statutory rate $ (946) $1,691 $646
State income taxes (benefit), net of
federal benefit (68) 191 86
Meals and entertainment 63 17 19
---------------------------------
$ (951) $1,899 $ 751
=================================
</TABLE>
F-21
<PAGE> 46
Landair Corporation
Notes to Consolidated Financial Statements (continued)
6. INCOME TAXES (CONTINUED)
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax liabilities and assets are as follows:
<TABLE>
<CAPTION>
December 31
1999 1998
----------------------
(In thousands)
<S> <C> <C>
Deferred tax liabilities:
Tax over book depreciation $15,192 $13,470
Prepaid expenses deductible when paid 494 472
Other 376 292
----------------------
Total deferred tax liabilities 16,062 14,234
Deferred tax assets:
Accrued expenses 2,216 2,255
Allowance for doubtful accounts 225 135
Net operating loss carryforward 2,174 --
Other 62 --
----------------------
Total deferred tax assets 4,677 2,390
----------------------
Net deferred tax liabilities $11,385 $11,844
======================
</TABLE>
The balance sheet classification of deferred income taxes is as follows:
<TABLE>
<CAPTION>
December 31
1999 1998
----------------------
(In thousands)
<S> <C> <C>
Current assets $(1,873) $(1,871)
Noncurrent liabilities 13,258 13,715
----------------------
$11,385 $11,844
======================
</TABLE>
Total income tax payments (including payments to (from) Forward Air for the
Company's allocated share of federal taxes (benefit) relating to periods prior
to September 23, 1998), during 1999, 1998 and 1997 were $(893,000), $414,000 and
$(194,000), respectively.
F-22
<PAGE> 47
Landair Corporation
Notes to Consolidated Financial Statements (continued)
7. LEASES
The Company leases certain facilities and revenue equipment under noncancelable
operating leases that expire in various years through 2005. Certain of these
leases may be renewed for a one year term. The Company also shares certain
facilities leased by Forward Air and has been allocated a portion of the rent
expense related thereto (see Note 1 - Common Expenses). As discussed below, the
Company has entered into lease or sublease agreements with Forward Air related
to certain facilities.
Included in operating leases is a motorcoach leased from a limited liability
corporation owned by the Company's Chairman and Chief Executive Officer. The
lease expired in September 1999 and was not renewed. The total amount of rent
expense for this lease was $36,000, $20,000 and $-0- in 1999, 1998 and 1997,
respectively.
On or prior to the date of the Spin-off, Forward Air entered into subleases with
the Company pursuant to which Forward Air subleases to the Company (i) a portion
of its terminal facility in Atlanta, Georgia; (ii) a portion of its terminal
facility in Chicago, Illinois; (iii) a portion of its terminal facility in
Detroit, Michigan; and (iv) a portion of the headquarters of Forward Air in
Greeneville, Tennessee that is leased from the Greeneville-Greene County Airport
Authority. Forward Air subleases the terminal facilities for consideration based
upon the cost of such facilities to Forward Air and an agreed-upon percentage of
usage. Forward Air subleases a portion of the Company's facility in
Indianapolis, Indiana from the Company for consideration based upon an
agreed-upon percentage of usage.
Future minimum rental payments under noncancelable operating leases with initial
terms of one year or more consisted of the following at December 31, 1999 (in
thousands):
<TABLE>
<S> <C>
2000 $ 1,378
2001 1,081
2002 1,009
2003 599
2004 25
Thereafter 19
-------
Total $ 4,111
=======
</TABLE>
F-23
<PAGE> 48
Landair Corporation
Notes to Consolidated Financial Statements (continued)
8. COMMITMENTS AND CONTINGENCIES
The primary claims in the Company's business are workers' compensation, property
damage, auto liability and medical benefits. Most of the Company's insurance
coverage provides for self-insurance levels with primary and excess coverage
which management believes is sufficient to adequately protect the Company from
catastrophic claims. In the opinion of management, adequate provision has been
made for all incurred claims up to the self-insured limits, including provision
for estimated claims incurred but not reported.
The Company estimates its self-insurance loss exposure by evaluating the merits
and circumstances surrounding individual known claims, and by performing
hindsight analysis to determine an estimate of probable losses on claims
incurred but not reported. Such losses could be realized immediately as the
events underlying the claims have already occurred as of the balance sheet
dates.
Because of the uncertainty of the ultimate resolution of outstanding claims, as
well as uncertainty regarding claims incurred but not reported, it is possible
that management's provision for these losses could change materially in the near
term. However, no estimate can currently be made of the range of additional loss
that is at least reasonably possible.
9. EMPLOYEE BENEFIT PLAN
Effective January 1, 1999, the Company adopted a retirement savings plan (the
"401(k) Plan") with terms similar to the existing retirement savings plan of
Forward Air. Employees of the Company who participated in Forward Air's 401(k)
Plan were entitled to transfer their participation into the Company's 401(k)
Plan. The 401(k) Plan is a defined contribution plan whereby employees who have
completed one year of service, a minimum of 1,000 hours of service and are age
21 or older are eligible to participate. The 401(k) Plan allows eligible
employees to make contributions of 2% to 10% of their annual compensation.
Employer contributions will be made at 25% of the employee's contribution up to
a maximum of 4% of total annual compensation. Employer contributions vest 20%
after two years of service and continue vesting 20% per year until fully vested.
The matching contribution by the Company to the 401(k) Plan for 1999 and to the
Forward Air plan for 1998 and 1997 was approximately $113,000, $67,000 and
$76,000, respectively.
F-24
<PAGE> 49
Landair Corporation
Notes to Consolidated Financial Statements (continued)
10. FINANCIAL INSTRUMENTS
Off Balance Sheet Risk
At December 31, 1999, the Company had letters of credit outstanding totaling
$4.9 million, all of which relate to obligations carried on the balance sheet.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of cash investments and trade
accounts receivable. The Company does not generally require collateral from its
customers. One customer, Federal Express Corporation, accounted for 8% and
14% of total trade accounts receivable at December 31, 1999 and 1998,
respectively. Concentrations of credit risk with respect to trade accounts
receivable are otherwise limited due to the large number of entities comprising
the Company's customer base and their dispersion across many different
industries.
Fair Value of Financial Instruments
The following methods and assumptions were used by the Company in estimating its
fair value disclosures for financial instruments:
Cash and cash equivalents: The carrying amount reported in the balance
sheet for cash and cash equivalents approximates its fair value.
Accounts receivable and accounts payable: The carrying amounts reported
in the balance sheet for accounts receivable and accounts payable
approximate their fair value.
Long-term debt: The fair value of the Company's long-term debt is
estimated using discounted cash flow analyses, based on the Company's
current incremental borrowing rates for similar types of borrowing
arrangements. The carrying amounts reported in the balance sheet for
long-term debt approximate their fair value.
F-25
<PAGE> 50
Landair Corporation
Notes to Consolidated Financial Statements (continued)
11. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a summary of the quarterly results of operations for the years
ended December 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999
---------------------------------------------------
March 31 June 30 September 30 December 31
---------------------------------------------------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Operating revenue $31,930 $ 32,405 $ 32,987 $34,533
Income (loss) from operations 1,124 (1,954) (477) 1,071
Net income (loss) 421 (1,726) (749) 224
Net income (loss) per common
share:
Basic $ .07 $ (.28) $ (.12) $ .04
Diluted $ .07 $ (.28) $ (.12) $ .04
</TABLE>
<TABLE>
<CAPTION>
1998
---------------------------------------------------
March 31 June 30 September 30 December 31
---------------------------------------------------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Operating revenue $25,323 $ 26,220 $ 27,645 $31,165
Income from operations 1,578 1,515 1,718 1,642
Net income 676 669 797 933
Pro forma net income per
common share:
Basic $ .11 $ .11 $ .13 $ .15
Diluted $ .11 $ .11 $ .13 $ .15
</TABLE>
F-26
<PAGE> 51
Landair Corporation
Schedule II -- Valuation and Qualifying Accounts
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D Col. E
- ----------------------------------------------------------------------------------------------
Additions
---------------------
(1) (2)
Charged Charged
Balance at to Costs to Other Balance at
Beginning and Accounts- Deductions- End of
Description of Period Expenses Describe Describe Period
- ----------------------------------------------------------------------------------------------
(In thousands)
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1999:
Allowance for doubtful accounts $ 287 $ 233 $ -- $ 97(2) $423
Allowance for revenue
adjustments (1) 83 1,066 -- 957(3) 192
-----------------------------------------------------
370 1,299 -- 1,054 615
Year ended December 31, 1998:
Allowance for doubtful accounts 125 205 -- 43(2) 287
Allowance for revenue
adjustments (1) 50 514 -- 481(3) 83
-----------------------------------------------------
175 719 -- 524 370
Year ended December 31, 1997:
Allowance for doubtful accounts 53 88 -- 16(2) 125
Allowance for revenue
adjustments (1) 25 226 -- 201(3) 50
-----------------------------------------------------
78 314 -- 217 175
</TABLE>
(1) Represents an allowance for adjustments to accounts receivable due to
disputed rates, accessorial charges and other aspects of previously billed
shipments.
(2) Uncollectible accounts written off, net of recoveries.
(3) Adjustments to billed accounts receivable.
S-1
<PAGE> 52
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. in
Exhibit No. Under Document Where
Item 601 of Incorporated by
Regulation S-K Reference
<S> <C> <C>
2.1(c) - Distribution Agreement between the 2.1
registrant and Forward Air Corporation
2.2(d) - Asset Purchase Agreement between 2.1
Landair Transport, Inc., Laker Express, Inc.
and Dennis Pressler (Schedules and other
exhibits to this document are omitted from
this filing but the registrant will furnish
supplemental copies of the omitted
materials to the Commission upon
request.)
3.1(b) - Charter of the registrant 3.1
3.2(c) - Bylaws of the registrant 3.1
4.1(b) - Form of Common Stock Certificate 4.1
10.1(c) - Transition Services Agreement between the 10.1
registrant and Forward Air Corporation
10.2(c) - Employee Benefit Matters Agreement 10.2
between the registrant and Forward Air
Corporation
10.3(c) - Tax Sharing Agreement between the 10.3
registrant and Forward Air Corporation
10.4(e) - Amended and Restated Stock Option 10.1
and Incentive Plan
10.5(e) - Amended and Restated Non-Employee 10.2
Director Stock Option Plan
10.6(b) - Employee Stock Purchase Plan 10.6
10.7(b) - Cash Incentive Plan 10.7
</TABLE>
<PAGE> 53
<TABLE>
<S> <C> <C>
10.8(c) - Loan and Security Agreement, dated as of 10.5
September 10, 1998, between First Tennessee
Bank National Association and the registrant
10.9(c) - $15.0 million Master Secured Promissory Note 10.6
(Line of Credit), dated as of September 10,
1998, to First Tennessee Bank National
Association
10.10(c) - $10.0 million Secured Promissory Note 10.7
(Equipment Loan), dated as of September 10,
1998, to First Tennessee Bank National
Association
10.11(e) $3.0 Million Note Secured by Real Estate, 10.5
dated March 25, 1999, to First Tennessee Bank
National Association
10.12(e) Guaranty Agreement, dated as of March 25, 10.6
1999, by the registrant to First Tennessee
Bank National Association
10.13(e) Third Amendment to Term Loan and Security 10.3
Agreement, dated as of January 5, 1999, between
SunTrust Bank, Nashville, N.A. and the
registrant
10.14(e) Loan and Security Agreement ($15.0 Million 10.4
Line of Credit), dated as of January 5, 1999,
among SunTrust Bank, Nashville, N.A. and the
registrant and Landair Transport, Inc. Certain
exhibits to this document are omitted from this
filing but the Company will furnish supplemental
copies of the omitted materials to the Securities
and Exchange Commission upon request.
10.15(f) First Amendment to Loan and Security 10.1
Agreement among SunTrust Bank,
Nashville, N.A., the registrant and
Landair Transport, Inc., dated July 28, 1999
10.16(f) Second Amendment to Loan and Security 10.2
Agreement among SunTrust Bank, Nashville,
N.A., the registrant and Landair Transport,
Inc., dated August 26, 1999
</TABLE>
<PAGE> 54
<TABLE>
<S> <C> <C>
21.1(b) - Subsidiaries of the registrant 21.1
23.1(a) - Consent of Ernst & Young LLP --
27.1(a) - Financial Data Schedule (Electronic Filing Only) --
</TABLE>
(a) Filed herewith.
(b) Filed as an exhibit to the registrant's Registration Statement
on Form 10, filed with the Commission on July 13, 1998, as amended.
(c) Filed as an exhibit to the registrant's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 1998, filed with the
Commission on November 16, 1998.
(d) Filed as an exhibit to the registrant's Form 8-K, filed with the
Commission on December 22, 1998.
(e) Filed as an exhibit to the Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1999, filed with the Commission on May 17,
1999.
(f) Filed as an exhibit to the Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1999, filed with the Commission on November
15, 1999.
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in: (1) the Registration Statement
(Form S-8 No. 333-69357) pertaining to the Landair Corporation Stock Option and
Incentive Plan, the Landair Corporation Non-Employee Director Stock Option Plan
and the Landair Corporation Employee Stock Purchase Plan, and (2) the
Registration Statement (Form S-8 No. 333-94247) pertaining to the Landair
Corporation Amended and Restated Stock Option and Incentive Plan, of our report
dated February 1, 2000, with respect to the consolidated financial statements
and schedule of Landair Corporation included in its Annual Report (Form 10-K)
for the year ended December 31, 1999, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
Nashville, Tennessee
March 2, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF LANDAIR CORPORATION FOR THE YEAR ENDED DECEMBER 31, 1999
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 9
<SECURITIES> 0
<RECEIVABLES> 16,944
<ALLOWANCES> 615
<INVENTORY> 654
<CURRENT-ASSETS> 24,386
<PP&E> 113,560
<DEPRECIATION> 30,825
<TOTAL-ASSETS> 111,369
<CURRENT-LIABILITIES> 22,973
<BONDS> 0
0
0
<COMMON> 60
<OTHER-SE> 42,108
<TOTAL-LIABILITY-AND-EQUITY> 111,369
<SALES> 0
<TOTAL-REVENUES> 131,855
<CGS> 0
<TOTAL-COSTS> 132,091
<OTHER-EXPENSES> (373)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,918
<INCOME-PRETAX> (2,781)
<INCOME-TAX> (951)
<INCOME-CONTINUING> (1,830)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,830)
<EPS-BASIC> (.30)
<EPS-DILUTED> (.30)
</TABLE>
