<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended September 30, 2000 Commission File Number 0-5206
------------------ ------
EMONS TRANSPORTATION GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2441662
-------------------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
96 South George Street, York, Pennsylvania 17401 717-771-1700
--------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code) (Telephone No.)
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 whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes X No
--- ---
The number of shares of each class of common stock of the registrant issued
and outstanding as of September 30, 2000 is as follows:
Voting Common Stock 7,136,142
---------
1
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
EMONS TRANSPORTATION GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
--------------- ---------------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 1,653,364 $ 2,092,073
Accounts receivable, net 3,290,217 2,868,319
Materials and supplies 449,468 273,598
Prepaid expenses 165,976 217,002
Deferred income taxes 519,000 519,000
--------------- ---------------
Total current assets 6,078,025 5,969,992
--------------- ---------------
Property, plant and equipment 43,290,335 41,798,132
Less accumulated depreciation (14,511,786) (14,052,185)
--------------- ---------------
Property, plant and equipment, net 28,778,549 27,745,947
--------------- ---------------
Deferred expenses and other assets 330,581 316,106
Deferred income taxes 325,500 610,000
--------------- ---------------
TOTAL ASSETS $ 35,512,655 $ 34,642,045
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 1,217,193 $ 492,138
Accounts payable 1,820,231 1,610,843
Accrued payroll and related expenses 1,600,927 1,651,517
Other accrued expenses 1,805,461 1,717,846
--------------- ---------------
Total current liabilities 6,443,812 5,472,344
Long-term debt 12,851,022 13,382,537
Other liabilities 843,382 837,133
--------------- ---------------
Total Liabilities 20,138,216 19,692,014
--------------- ---------------
Stockholders' Equity:
Common stock 78,538 78,523
Additional paid-in capital 23,537,390 23,536,693
Deficit (6,906,118) (7,470,202)
--------------- ---------------
16,709,810 16,145,014
Treasury stock, at cost (1,168,331) (995,981)
Cumulative other comprehensive income 61,637 39,156
Unearned compensation - restricted stock awards (228,677) (238,158)
--------------- ---------------
Total Stockholders' Equity 15,374,439 14,950,031
--------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 35,512,655 $ 34,642,045
=============== ===============
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
EMONS TRANSPORTATION GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
---------------------------------
2000 1999
-------------- --------------
<S> <C> <C>
Operating revenues $ 6,696,246 $ 6,184,935
Operating expenses:
Cost of operations 4,616,389 4,135,903
Selling and administrative 907,767 913,433
-------------- --------------
Total operating expenses 5,524,156 5,049,336
-------------- --------------
Income from operations 1,172,090 1,135,599
Other income (expense):
Interest income 28,327 28,106
Interest expense (283,414) (292,901)
Other, net (17,919) 9,221
-------------- --------------
Total other income (expense) (273,006) (255,574)
-------------- --------------
Income before income taxes 899,084 880,025
Provision for income taxes 335,000 369,000
-------------- --------------
Net income $ 564,084 $ 511,025
============== ==============
Weighted average number of common shares (Note 2):
Basic 7,185,636 7,854,655
============== ==============
Diluted 7,355,728 8,120,270
============== ==============
Earnings per common share (Note 2):
Basic $ 0.08 $ 0.07
============== ==============
Diluted $ 0.08 $ 0.06
============== ==============
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
EMONS TRANSPORTATION GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
---------------------------------
2000 1999
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 564,084 $ 511,025
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 465,743 454,170
Amortization 27,560 39,099
Gain on forgiveness of debt (50,102) (46,060)
Change in deferred income taxes 284,500 312,000
Changes in assets and liabilities:
Accounts receivable, materials and
supplies and prepaid expenses (562,529) 278,674
Accounts payable and accrued expenses 256,082 (289,521)
Other assets and liabilities, net 6,249 114,699
--------------- ---------------
Net cash provided by operating activities 991,587 1,374,086
--------------- ---------------
Cash flows from investing activities:
Additions to property, plant and equipment (900,163) (848,466)
Investment in acquired rail properties (685,039) -
--------------- ---------------
Net cash used in investing activities (1,585,202) (848,466)
--------------- ---------------
Cash flows from financing activities:
Proceeds from issuance of long-term debt 2,595 12,077
Borrowings from long-term debt 700,000 500,000
Reduction in long-term debt (390,253) (529,645)
Purchase of treasury stock (172,350) -
Preferred stock conversion costs - (18,529)
--------------- ---------------
Net cash provided by (used in) financing activities 139,992 (36,097)
--------------- ---------------
Effect of exchange rate changes on cash 14,914 (3,440)
--------------- ---------------
Net increase (decrease) in cash and cash equivalents (438,709) 486,083
Cash and cash equivalents at beginning of period 2,092,073 2,028,278
--------------- ---------------
Cash and cash equivalents at end of period $ 1,653,364 $ 2,514,361
=============== ===============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
EMONS TRANSPORTATION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended September 30, 2000
(unaudited)
Note 1. Quarterly Financial Statements
The information furnished herein has been prepared in accordance with
generally accepted accounting principles. In the opinion of the management of
Emons Transportation Group, Inc. (the "Company" or "Emons Transportation
Group"), all adjustments (which include only normal recurring adjustments)
considered necessary to present a fair statement of the results for the periods
covered by this report have been made. Results for the interim periods are not
necessarily indicative of annual results.
Note 2. Earnings Per Share
Basic earnings per common share is computed by dividing income
applicable to common shareholders by the weighted average number of shares of
common shares outstanding during the period. Diluted earnings per common share
is computed by dividing income applicable to common shareholders by the weighted
average number of common shares and dilutive potential common shares outstanding
during the period.
Earnings per share amounts are computed as follows:
<TABLE>
<CAPTION>
For the Three Months Ended September 30,
-------------------------------------------------------------------------
2000 1999
---------------------------------- ----------------------------------
Income Shares EPS Income Shares EPS
------ ------ --- ------ ------ ---
<S> <C> <C> <C> <C> <C> <C>
Basic EPS
Income applicable to
common shareholders $ 564,084 7,185,636 $0.08 $ 511,025 7,854,655 $0.07
===== =====
Effect of Dilutive Securities
Stock options and warrants - 170,092 - 265,615
---------- --------- ---------- ---------
Diluted EPS
Income applicable to common
shareholders plus assumed
conversions $ 564,084 7,355,728 $0.08 $ 511,025 8,120,270 $0.06
========== ========= ===== ========== ========= =====
</TABLE>
Note 3. Derivatives
On July 1, 2000, the Company adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("FAS 133"). FAS 133 establishes accounting and reporting standards
for derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires that companies
recognize all derivatives as either assets or liabilities in the statement of
financial position and measure the derivatives at fair value. The Company has
entered into two interest rate hedging transactions that constitute cash flow
hedges under FAS 133.
In August 1997, the Company entered into a Loan and Security Agreement
with its lender, which provided for a $7,775,000 seven-year term loan (the
"Revolving Term Loan"). Interest on the Revolving Term Loan is based upon the
bank's prime rate or the eurodollar (LIBOR) rate, plus an applicable margin, at
the option of the Company. In December 1998, the Company entered into an Amended
and Restated Loan and Security Agreement with its lender, which provided an
additional $4,469,450 seven-year Canadian term loan (the "Canadian Term Loan").
Interest on the Canadian Term Loan is based upon the bank's prime rate or CDOR
rate, plus an applicable margin, at the option of the Company. Each agreement
required the Company to enter into interest rate contracts with respect to a
principal amount of at least one-half of the respective term
5
<PAGE>
loan balances. Accordingly, in September 1997, the Company entered into a
five-year interest rate swap agreement under which the Company fixed its LIBOR
interest rate at 6.28% on one-half of the scheduled available Revolving Term
Loan balance outstanding and in January 1999, entered into a five-year interest
rate swap agreement under which the Company fixed its CDOR interest rate at
5.33% on one-half of the Canadian Term Loan balance outstanding.
The Company's objective for entering into these interest rate hedging
transactions is to hedge the Company's exposure to fluctuations in the variable
interest rates on the Revolving Term Loan and the Canadian Term Loan as required
by the respective loan agreements. As a result, on July 1, 2000, the Company
designated these instruments as cash flow hedging instruments and, accordingly,
the net gain or loss on such instruments is reported in comprehensive income in
accordance with FAS 133. The gain, net of income taxes, for the three-month
period ended September 30, 2000 is as follows:
<TABLE>
<CAPTION>
For the Three Months Ended
September 30, 2000
------------------
<S> <C>
Cumulative effect of change in accounting $ 60,302
principal for derivatives - July 1, 2000
Change in fair value (22,109)
Reclassification to earnings (4,188)
---------
Net gain for period $ 34,005
=========
</TABLE>
The Company has reported the fair value of its cash flow hedging derivatives in
Deferred expenses and other assets in the accompanying Consolidated Balance
Sheets.
Note 4. Comprehensive Income
Comprehensive income for the three-month periods ended September 30,
2000 and 1999 is as follows:
<TABLE>
<CAPTION>
For the Three Months Ended
September 30,
-------------------------------
2000 1999
---- ----
<S> <C> <C>
Net income $ 564,084 $ 511,025
Other comprehensive income:
Cash flow hedging derivatives (net of income
taxes of $22,670) 34,005 -
Foreign currency translation adjustment (11,524) (10,065)
-------- ---------
Total other comprehensive income 22,481 (10,065)
-------- ---------
Total comprehensive income $ 586,565 $ 500,960
======== =========
</TABLE>
Note 5. Contingencies
Certain subsidiaries of the Company are currently subject to a number
of claims and legal actions that arise in the ordinary course of business,
including claims under the Federal Employers' Liability Act, a fault-based
system under which injuries to and deaths of railroad employees are settled by
negotiations or litigation based upon comparative negligence. The Company
believes that it has adequate insurance coverage and has provided adequate
reserves for any liabilities which may result from the ultimate outcome of these
claims, and that such claims will not have a material impact on the Company's
consolidated financial position or results of operations.
6
<PAGE>
Product Liability Actions
-------------------------
Prior to March 1971, under previous management, Emons Industries, Inc.
("Industries") (then known as Amfre-Grant, Inc.) was engaged in the business of
distributing (but not manufacturing) various generic and prescription drugs.
Industries sold and discontinued these business activities in March 1971 and
commenced its railcar leasing and railroad operations in October 1971. One of
the drugs which had been distributed was diethylstilbestrol ("DES"), which was
taken by women during pregnancy to prevent miscarriage.
As of September 30, 2000, Industries was one of numerous defendants
(including many of the largest pharmaceutical manufacturers) in 306 lawsuits in
which the plaintiffs allege that DES caused adenosis, infertility, cancer or
birth defects in the offspring or grandchildren of women who ingested DES during
pregnancy. In these actions, liability is premised on the defendant's
participation in the market for DES, and liability is several and limited to the
defendant's share of the market. Of these lawsuits, 301 were commenced after the
confirmation by the United States Bankruptcy Court for the Southern District of
New York (the "Bankruptcy Court") of Industries' Reorganization Plan in December
1986 (the "Plan"), while the remaining five lawsuits are claims which will be
treated under the Plan. These actions are currently in various stages of
litigation.
On April 16, 1998, the Bankruptcy Court granted Industries' motion for
summary judgment declaring that the post-confirmation lawsuits represent claims
which should be asserted against Industries' Chapter 11 estate and are not
post-reorganization liabilities. A formal judgment was entered by the court on
May 6, 1998. In September 1998, one counsel representing multiple DES claimants
appealed the Bankruptcy Court's judgment to the United States District Court.
This appeal is currently pending. If the Bankruptcy Court's judgment is upheld
on appeal, amounts payable for settlements of or judgments on these
post-confirmation lawsuits will be paid from the escrow account established
under the Plan.
Industries has product liability insurance and defense coverage for
nearly all the claims which fall within the policy period 1948 to 1970 up to
varying limits by individual and in the aggregate for each policy year. To date,
Industries has exhausted insurance coverage for the 1954 policy year, in which
25 cases remained pending as of September 30, 2000. Industries, and not its
insurer, will be required to pay the direct legal expenses in connection with
claims in policy years for which coverage has been exhausted. However, to the
extent that the Bankruptcy Court's judgment referred to above is upheld (with
the result that post-confirmation claims must be asserted against Industries'
Chapter 11 estate) Industries will not be required to pay any amounts for
settlements or judgments on such claims in excess of the amounts already set
aside in escrow under the Plan. During the period July 1, 2000 to September 30,
2000, no new actions were commenced in which Industries was named as a defendant
and 231 lawsuits were settled or dismissed at no liability to Industries.
The following table sets forth the states and courts in which DES
cases were pending, and the number of DES cases pending against the Company in
each jurisdiction as of September 30, 2000:
State Court Number of Cases
-------------------------- --------------------------- -------------------
California Los Angeles County 1
San Francisco County 4
New York New York County 288
Bronx County 1
Pennsylvania Philadelphia County 11
Texas Travis County 1
7
<PAGE>
These cases seek, as relief, compensation for injuries that plaintiffs
allegedly have sustained as a result of in utero DES exposure and punitive
damages. The amounts sought are not specified.
Management intends to vigorously defend all of these actions. In the
event that the Bankruptcy Court's decision referred to above is reversed by the
appellate court, it is possible that Industries could ultimately have liability
in these actions in excess of its product liability insurance coverage described
above. However, based upon Industries' experience in prior DES litigation,
including the proceedings before the Bankruptcy Court, and its current knowledge
of pending cases, the Company believes that it is unlikely that Industries'
ultimate liability in the pending cases, if any, in excess of insurance coverage
and existing reserves, will be in an amount sufficient to have a material
adverse effect upon the Company's consolidated financial position or results of
operations.
Environmental Liability
-----------------------
During fiscal 1994, the Company's Maryland and Pennsylvania Railroad,
which was merged into York Railway Company ("YRC") on December 1, 1999,
discovered a diesel fuel oil spill at its locomotive maintenance facility in
York, Pennsylvania resulting from the fueling of its locomotives. YRC has been
performing additional testing and has been working with the Pennsylvania
Department of Environmental Protection ("PADEP") to investigate and, to the
extent necessary, remediate the contaminated area. In January 1997, as a result
of these testing activities, YRC discovered free product in some of its
monitoring wells. The Company estimates that the cost to remediate the free
product could potentially range from $130,000 to $225,000, although the final
costs have not yet been determined. The Company has provided sufficient reserves
for the anticipated remediation costs. PADEP could also potentially require
further investigation and, to the extent necessary, remediation of ground water
and/or soils at this facility at some point in the future. However, the Company
cannot determine at this time whether PADEP will require further investigation
and remediation, or what the ultimate costs of addressing this matter may be or
what effect, if any, they could have upon the Company's consolidated financial
position or results of operations.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
This Form 10-Q contains certain "forward-looking" statements regarding
future events and the future performance of Emons Transportation Group, Inc.
that involve risks and uncertainties that could cause actual results to differ
materially. Those risks and uncertainties include, but are not limited to,
economic conditions, customer demand, service of connecting Class I rail
carriers, increased competition in the relevant market, government regulation,
and other factors described herein and in other filings with the Securities and
Exchange Commission that could cause the Company's results to differ from its
current expectations.
Liquidity and Capital Resources
The Company's primary sources of liquidity include its cash and
accounts receivable, which aggregated $4,944,000 and $4,960,000 at September 30,
2000 and June 30, 2000, respectively, the balance available under the Company's
$2 million working capital facility, and the amount prepaid on the $7,775,000
seven-year revolving term loan (the "Revolving Term Loan"), which is available
for future borrowings. As of September 30, 2000, the Company had no borrowings
under the working capital facility and had approximately $1.7 million available
in accordance with the facility's eligibility criteria. As of September 30,
2000, the Company prepaid $500,000 of its Revolving Term Loan, which is also
available for future borrowings. The Company believes that it will be able to
generate sufficient cash flow from operations to meet its current and future
capital requirements and debt obligations.
In March 2000, the Company's Board of Directors authorized a stock
repurchase program for the Company's Common Stock up to an aggregate price of $2
million. As of September 30, 2000, the Company had repurchased a total of
746,650 shares of its Common Stock for $1,216,000, of which 717,650 shares were
held in treasury and 29,000 shares were retired, and had paid $20,000 to retire
warrants to purchase 50,000 shares of Common Stock. As of September 30, 2000,
the Company had approximately $764,000 authorized to repurchase additional
shares of Common Stock.
The Company intends to utilize the $2 million working capital facility
and balance available under the Revolving Term Loan to help fund the Company's
internal growth activities, future acquisitions, and the Company's stock
repurchase program. The Company does not currently have any commitments nor is
the Company involved in substantive negotiations for any acquisitions.
The Company's cash and cash equivalents decreased $439,000 for the
quarter ended September 30, 2000. The net decrease includes $991,000 of cash
provided by operations, a $312,000 net increase in long-term debt, and a $15,000
exchange rate impact relating to the Company's Canadian operations. These
increases were more than offset by $900,000 of capital investments, $685,000
invested in the acquisition of rail properties, and $172,000 utilized for the
repurchase of 107,200 shares of the Company's Common Stock.
The Company generated $991,000 of cash from operations for the quarter
ended September 30, 2000, as compared to $1,374,000 for the corresponding
quarter in the prior year. Excluding changes in assets and liabilities, cash
provided by operations increased $22,000 from $1,270,000 for the three months
ended September 30, 1999 to $1,292,000 for the three months ended September 30,
2000, as a result of improved operating performance in the current year. Cash
used by changes in assets and liabilities aggregated $301,000 for the first
quarter of fiscal 2001, primarily as a result of the increased level of capital
track projects and the related timing of payments and government funding
receipts.
In August 1999, the Company received notice from the owner of four of
the lines leased by Penn Eastern Rail Lines ("PRL") of its intention to offer
these lines for sale. On January 28, 2000, PRL submitted a proposal to exercise
its right of first refusal to purchase two of the four leased lines and
purchased these lines in August 2000 for $685,000. In addition, PRL submitted a
bid and is currently awaiting a response to purchase one additional line, and
has elected not to purchase the fourth line. The Company believes that the loss
of business from these remaining
9
<PAGE>
two leased lines, in the event of a sale to a third party, will not have a
material impact on its results of operations.
The Company invested $900,000 in capital expenditures during the first
three months of fiscal 2001, including $829,000 of investments in railroad track
structures (net of $460,000 of government grants), a $50,000 investment in the
completion of the Company's new bulk transfer facility in York, Pennsylvania,
and $21,000 of other capital investments. As of September 30, 2000, the Company
had approximately $475,000 of state government grants and approximately $500,000
of Quebec government grants available for future track rehabilitation and other
track improvement projects. The Company has no other material commitments for
capital expenditures.
The Company's net long-term debt obligations increased $312,000 during
the three-month period ended September 30, 2000, including a $700,000 draw on
the prepaid portion of the Revolving Term Loan and $3,000 of borrowings under
government no-interest loan track rehabilitation programs, partially offset by
$390,000 of scheduled debt repayments. The Company reduced the amount prepaid
under the Revolving Term Loan to fund PRL's acquisition of the two leased rail
lines.
Analysis of operations for the three months ended September 30, 2000
compared to the three months ended September 30, 1999
Results of Operations
---------------------
The Company generated net income of $564,000 for the three-month
period ended September 30, 2000, as compared to net income of $511,000 for the
three-month period ended September 30, 1999. Income before income taxes
increased $19,000, or 2.2%, from $880,000 for the quarter ended September 30,
1999, to $899,000 for the corresponding quarter in the current year. Operating
revenues increased $511,000, while operating expenses increased $475,000 over
the prior year's quarter. Interest expense decreased $10,000 and the provision
for income taxes decreased $34,000 from the prior year, while other
non-operating expense increased $27,000 over the prior year due to foreign
currency exchange losses in connection with the Company's Canadian operations.
Revenues
--------
On December 1, 1999, the Company merged the operations of its two
railroad subsidiaries located in York, Pennsylvania, the Maryland and
Pennsylvania Railroad Company ("MPA") and Yorkrail, Inc. ("YKR"), into a new
company, York Railway Company ("YRC"). For comparability, car count information
has been adjusted to eliminate bridge moves between MPA and YKR, which were
counted as two moves prior to the merger (once by MPA and once by YKR) and are
counted as one move subsequent to the merger. Bridge moves represent traffic
that is received from one connecting rail carrier and delivered to another
connecting rail carrier, as opposed to being received from or delivered to a
customer located directly on line.
Operating revenues increased $511,000, or 8%, from $6,185,000 for the
three-month period ended September 30, 1999 to $6,696,000 for the three-month
period ended September 30, 2000. The net increase consists of a $366,000
increase in freight and haulage revenues (excluding intermodal freight), a
$224,000 increase in intermodal freight and handling revenues, a $49,000
decrease in logistics revenues, and a $30,000 decrease in other operating
revenues.
Freight and haulage revenues (excluding intermodal freight) increased
$366,000, or 7.8%, consisting of a 4% increase in the number of carloads handled
and a 3.5% increase in average revenues per carload. Traffic handled increased
approximately 600 carloads from 16,200 for the quarter ended September 30, 1999
to 16,800 for the quarter ended September 30, 2000. Traffic for the quarters
ended September 30, 2000 and 1999 includes approximately 5,100 and 4,700
overhead carloads, respectively, between the St. Lawrence & Atlantic Railroad
("SLR") in New England and the St. Lawrence & Atlantic Railroad (Quebec) ("SLQ")
in Quebec that are counted as revenue carloads for both SLR and SLQ. Freight and
haulage revenues on New England/
10
<PAGE>
Quebec operations increased $400,000 and traffic increased approximately 900
carloads, while freight and haulage revenues on Pennsylvania operations
decreased $34,000 and traffic decreased approximately 300 carloads.
The 900 carload increase in New England/Quebec traffic includes
approximately 400 additional paper-related carloads as a result of changes in
market conditions and new business with existing customers, 140 additional
carloads to an on-line bulk transload customer, 140 carloads to a railcar repair
facility on a connecting short line railroad, 400 additional overhead carloads
between SLR and SLQ, and a variety of other less significant increases in other
business. These increases were partially offset by a decrease of 270 one-time
shipment carloads of cement for a major construction project in New England, a
decrease of over 100 salt carloads as a result of the customer utilizing a new
supply source, and a variety of other less significant decreases in other
business.
The 300 carload decrease in Pennsylvania rail operations is
attributable to approximately 100 less carloads to an on-line corrugated paper
facility which closed during fiscal 2000, and a number of less significant
decreases in other business. These decreases were partially offset by
approximately 100 additional coal carloads as a result of the timing of such
shipments.
The 3.5% increase in average revenues per carload is primarily
attributable to SLR's price adjustment arrangement with the Canadian National
Railway ("CN") which is partially based upon changes in railroad operating costs
and which reflects the significant increase in locomotive fuel prices.
Intermodal freight and handling revenues generated by the Company's
rail intermodal terminal in Auburn, Maine increased $224,000, or 67%, from
$333,000 for the three months ended September 30, 1999 to $557,000 for the
corresponding period in the current year. Intermodal volume increased 1,775
trailers and containers, or 63%, from 2,850 trailers and containers for the
first quarter of the prior year to 4,625 trailers and containers for the first
quarter of the current year. In October 1999, the Company's intermodal terminal
handled its first international steamship containers, and is cautiously
optimistic that this business will result in an increase in future intermodal
volume. The Company's intermodal terminal handled approximately 200
international steamship containers in the first quarter of fiscal 2001. As a
result of the continued increase in intermodal business, the Company is
currently in the process of doubling the size of its intermodal terminal using a
combination of state funding under TEA-21 (Transportation Equity Act for the
21st Century) and local funding. SLR and SLQ, in conjunction with CN, offer the
only hi-cube, double stack, cleared route in northern New England for intermodal
trains, and provide the Company's intermodal terminal with access to CN's
Vancouver, Montreal, Halifax and New Orleans ports.
Logistics revenues generated by the Company's operations in York,
Pennsylvania, decreased $49,000, from $115,000 for the three-month period ended
September 30, 1999 to $66,000 for the three-month period ended September 30,
2000. The number of railcars handled decreased 28%, including the transfer of
certain agricultural transload business that is not compatible with the
Company's new bulk transfer facility to another rail direct facility located on
line, and a reduction in canned goods business.
Other operating revenues decreased $30,000 from the prior year,
including a $67,000 reduction in third-party track work revenues, a $43,000
increase in railcar demurrage and storage revenues, and a variety of other less
significant increases and decreases in other operating revenues.
Expenses
--------
Operating expenses increased $475,000, or 9.4%, from $5,049,000 for
the three-month period ended September 30, 1999 to $5,524,000 for the
three-month period ended September 30, 2000. The increase consists of $480,000
additional cost of operations and a $5,000 reduction in selling and
administrative expenses.
Cost of operations increased $480,000, or 11.6%, from $4,136,000 for
the three-month period ended September 30, 1999 to $4,616,000 for the
corresponding three-month period in the
11
<PAGE>
current year. This increase includes $459,000 additional railroad operating
expenses and $46,000 additional intermodal operating expenses, partially offset
by a $25,000 decrease in logistics operating expenses.
Railroad operating expenses increased $459,000, or 12%, for the
quarter ended September 30, 2000 as compared to the corresponding quarter in the
prior year, including a $210,000, or 65%, increase in locomotive fuel costs as a
result of the significant increase in fuel prices over the past year. Excluding
the increase in locomotive fuel costs, railroad operating expenses increased
$249,000, or 7%, consisting of a $385,000 increase in expenses for New
England/Quebec rail operations, partially offset by a $136,000 decrease in
expenses for Pennsylvania rail operations.
The $385,000 increase in railroad operating costs for New
England/Quebec rail operations, excluding locomotive fuel, is attributable to
the increase in business and the continuing impact of the change in CN's
operating plan for delivery of trains to SLQ implemented in September 1999,
which has adversely affected SLR and SLQ's operations and increased their
operating costs. The Company is continuing to work with CN to develop solutions
to improve operations, and has been successful in partially reducing these costs
over the past several months. In addition, safety costs have also increased in
the current year as a result of a loss control program being implemented by the
Company to reduce the number of accidents and incidents on these operations.
The $136,000 net decrease in railroad operating costs for Pennsylvania
rail operations, excluding locomotive fuel, is attributable to a $39,000
reduction in track maintenance costs for work performed for a customer in the
prior year and for which the Company received track work revenues, an unfilled
YRC railroad general manager position in the first quarter of the current year,
decreases in a variety of operating costs attributable to the merger of MPA and
YKR operations on December 1, 1999, and to the lower level of business in the
current year.
Rail intermodal operating expenses increased $46,000, from $95,000 for
the first quarter of the prior year to $141,000 for the first quarter of the
current year due to additional fees paid to the terminal's independent operator
in conjunction with the 62% volume increase over the prior year, and due to the
favorable settlement in the prior year of a previously accrued loss and damage
claim.
Logistics operating expenses decreased $25,000, from $160,000 for the
first quarter of fiscal 2000 to $135,000 for the first quarter of the current
year in conjunction with the 28% volume decrease from the prior year.
Selling and administrative expenses decreased $5,000 from $913,000 for
the quarter ended September 30, 1999 to $908,000 for the quarter ended September
30, 2000. The net decrease consists of additional wages and benefits as a result
of normal wage increases and staff additions, and additional provisions under
profit sharing, commission and incentive compensation arrangements, which were
more than offset by decreases in a wide variety of expense categories and the
unfilled president position for the New England/Quebec operations in the current
year. The responsibilities of the president of the New England/Quebec operations
are being assumed by the Company's President and Chief Executive Officer until a
replacement is found.
Interest expense decreased $10,000 for the three-month period ended
September 30, 2000 as compared to the corresponding period in the prior year.
The decrease is attributable to scheduled principal payments, partially offset
by an increase in interest rates on variable rate debt, and additional
borrowings from temporary prepayments of the Revolving Term Loan to finance
various projects over the past year.
The provision for income taxes decreased $34,000, from $369,000 for
the quarter ended September 30, 1999 to $335,000 for the quarter ended September
30, 2000. The effective tax rate decreased from 41.9% for the first quarter of
fiscal 2000 to 37.3% for the first quarter of the current year as a result of
the mix between United States and foreign taxable income. The provision for
income taxes for the first quarters of both fiscal 2001 and fiscal 2000 includes
$286,000 and $312,000, respectively, of deferred federal tax expense relating to
the amortization
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of deferred tax assets which will not require any tax payments by the Company
currently or in the future.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
None.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As previously reported in Part I, Item 3 of the Emons Transportation
Group, Inc. Annual Report on Form 10-K for the fiscal year ended June 30, 2000,
to which reference is hereby made, as of September 30, 2000, Emons Industries,
Inc. was a defendant in approximately 306 product liability actions, and one of
the Company's railroads is in the process of remediating a fuel oil spill at its
locomotive maintenance facility in York, Pennsylvania.
Item 2. Changes in Securities
None.
Item 3. Default Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) An index to exhibits appears following the signature page to
this report.
(b) No reports on Form 8-K were filed during the three-month period
ended September 30, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EMONS TRANSPORTATION GROUP, INC.
Date: November 13, 2000 By: /s/ Scott F. Ziegler
----------------- --------------------
Scott F. Ziegler
Senior Vice President and Chief Financial Officer
(signing on behalf of the registrant
as its duly authorized officer and its
principal financial and accounting officer)
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<PAGE>
EXHIBITS
The following exhibits are filed as a part of this report. For
convenience of reference, exhibits are listed according to numbers assigned in
the Exhibit Table of Item 601 of Regulation S-K under the Securities Exchange
Act of 1934.
Page in
Exhibit Sequentially
Number Exhibit Numbered Copy
------ ------- -------------
27 Financial Data Schedule ---
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