FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 2000.
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission File No. 0-10894.
ARNOLD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2200465
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
625 South Fifth Avenue, Lebanon, Pennsylvania
(Address of principal executive offices)
17042
(Zip Code)
(717) 274-2521
(Registrant's telephone number, including area code)
No Change
(Former name, former address and former fiscal year,
if changed since last report)
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
Common Stock, par value $1.00 per share: 24,581,626 shares outstanding
(excluding treasury shares) as of May 12, 2000.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets - March 31, 2000
(Unaudited) and
December 31, 1999
Condensed Consolidated Statements of
Income (Three Month
Period - Unaudited) - March 31, 2000 and 1999
Condensed Consolidated Statements of
Cash Flows (Three Month
Period - Unaudited) - March 31, 2000 and 1999
Notes to Condensed Consolidated Financial Statements
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<TABLE>
<CAPTION>
ARNOLD INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, December 31,
2000 1999
<S> <C> <C>
ASSETS
Current Assets
Cash and Cash Equivalents 27,092,168 16,231,274
Marketable Securities 2,106,915 2,104,634
Accounts Receivable, Net 51,618,062 49,811,512
Notes Receivable, Current 1,357,600 1,357,565
Deferred Income Taxes 4,994,753 4,258,455
Prepaid Expenses and Supplies 7,491,463 7,463,640
Total Current Assets 94,660,961 81,227,080
Property and Equipment, at Cost 400,107,443 401,801,207
Less: Accumulated Depreciation 158,496,866 157,027,805
Total Property and Equipment 241,610,577 244,773,402
Other Assets
Goodwill, Net 7,946,376 8,017,724
Investments in Limited Partnerships 8,461,611 8,594,525
Notes Receivable, Long-term 1,834,085 1,754,510
Other 1,291,011 1,375,752
Total Other Assets 19,533,083 19,742,511
TOTAL ASSETS 355,804,621 345,742,993
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes Payable 23,782,846 24,829,682
Accounts Payable 10,642,345 10,789,594
Income Taxes 4,897,838 1,297,162
Estimated Liability for Claims 5,545,436 4,302,316
Accrued Expenses - Other 15,111,387 13,906,538
Total Current Liabilities 59,979,852 55,125,292
Long-term Liabilities
Estimated Liability for Claims 2,646,000 2,646,000
Deferred Income Taxes 38,054,225 37,710,984
Notes Payable -0- 191,557
Other 1,916,722 1,887,522
Total Long-term Liabilities 42,616,947 42,436,063
Stockholders' Equity
Common Stock 29,942,628 29,942,628
Paid-In Capital 1,682,050 1,584,422
Retained Earnings 262,423,716 256,160,707
Treasury Stock, at Cost (40,840,572) (39,506,119)
Total Stockholders' Equity 253,207,822 248,181,638
TOTAL LIABILITIES
AND STOCKHOLDERS' EQUITY 355,804,621 345,742,993
The accompanying notes, herein following, are an integral part of these
consolidated financial statements.
</TABLE>
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<TABLE>
<CAPTION>
ARNOLD INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
March 31,
2000 1999
<S> <C> <C>
Operating Revenues 114,832,392 100,305,647
Operating Expenses 100,312,876 87,205,988
Operating Income 14,519,516 13,099,659
Interest Expense (450,008) (249,407)
Other Income 97,509 105,814
Income Before Income Taxes 14,167,017 12,956,066
Income Taxes 5,188,560 4,763,166
Net Income 8,978,457 8,192,900
Net Income per Common Share:
Basic 0.36 0.33
Diluted 0.36 0.33
Average Common Shares Outstanding
Basic 24,639,034 24,832,982
Effect of dilutive securities -
Stock options 96,463 249,704
Diluted 24,735,497 25,082,686
Dividends per Common Share 0.11 0.11
The accompanying notes, herein following, are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ARNOLD INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31,
2000 1999
<S> <C> <C>
Operating Activities
Net Income 8,978,457 8,192,900
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Depreciation and Amortization 8,553,553 8,205,714
Provision for Deferred Taxes (393,057) 3,733,510
Other (160,490) (197,553)
Changes in Operating Assets & Liabilities:
Increase in Accounts Receivable (1,806,550) (595,098)
(Increase) Decrease in Prepaid
Expenses and Supplies (27,823) 1,088,090
Increase (Decrease) in Accounts Payable (147,249) 262,807
Increase (Decrease) in Estimated
Liability for Claims 1,243,120 (11,038,967)
Increase in Other Accrued Expenses 4,805,525 2,045,068
Other 29,200 27,400
Net Cash Provided By
Operating Activities 21,074,686 11,723,871
Investing Activities
Proceeds from Sale of Investment Securities 1,137 112,368
Purchase of Investment Securities (3,418) (13,974)
Proceeds from Disposition of
Property and Equipment 2,363,799 2,063,840
Purchase of Property and Equipment (7,393,371) (14,912,254)
Capital Contributions to
Limited Partnerships (1,171,564) (1,175,351)
Other 8,731 193,433
Net Cash Used In Investing Activities (6,194,686) (13,731,938)
Financing Activities
Cash Dividends Paid (2,715,452) (2,731,416)
Purchase of Treasury Stock (1,391,250) (314,550)
Proceeds from Short-term Debt 0 5,000,000
Other 87,596 493,276
Net Cash Provided by
(Used In) Financing Activities (4,019,106) 2,447,310
Increase in Cash and Cash Equivalents 10,860,894 439,243
Cash and Cash Equivalents - Beginning of Year 16,231,274 19,432,802
Cash and Cash Equivalents - End of Period 27,092,168 19,872,045
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest 449,608 249,047
Income Taxes 2,013,350 1,121,293
The accompanying notes, herein following, are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE>
ARNOLD INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1: Basis of Presentation
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal adjustments)
which are, in the opinion of management, necessary for a fair statement of
results for the interim period. This financial information should be read in
conjunction with the Financial Statements and Notes thereto included in the
Company's latest annual report on Form 10-K.
The results of operations for the three-month period ending March 31,
2000 and 1999 are not necessarily indicative of the results to be expected for
the full year.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Operating Revenues for the first quarter of 2000 were $114,832,392, an
increase of $14,526,745 or 14% over Operating Revenues for 1999's first
quarter. For the same periods, Operating Expenses increased $13,106,888 or
15%; Income before Income Taxes increased $1,210,951, an increase of 9%, and
Net Income increased $785,557, or 10% to $8,978,457. Earnings Per Share
increased to $.36 for the first quarter of 2000 from $.33 for the first
quarter of 1999, a 9% increase.
The Company's revenue figures for the first quarter of 2000 as compared
to the first quarter of 1999 are higher due primarily to increased business
volume at New Penn Motor Express, Inc. ("New Penn"), the Company's
less-than-truckload carrier, which experienced a 16% increase in revenue, and
Arnold Logistics, the Company's fulfillment and logistics division, which
experienced a 49% increase in revenue. Revenue figures for Arnold
Transportation Services, Inc. ("Arnold Transportation"), the Company's
truckload carrier, showed a modest improvement in revenues, increasing by
approximately 6%.
Set forth below is a schedule of the Unaudited Operating Revenues,
Expenses and Operating Income of the LTL, TL and Fulfillment/Logistics
companies:
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<CAPTION>
(Dollars in Thousands)
First Quarter Ended March 31,
2000 1999
Amount % Amount %
<S> <C> <C> <C> <C>
LESS-THAN-TRUCKLOAD
Operating Revenues 57,544 100.0 49,584 100.0
Operating Expenses 45,725 79.5 38,886 78.4
Operating Income 11,819 20.5 10,698 21.6
TRUCKLOAD
Operating Revenues 45,397 100.0 42,760 100.0
Operating Expenses 44,588 98.2 41,481 97.0
Operating Income 809 1.8 1,279 3.0
FULFILLMENT/LOGISTICS
Operating Revenues 11,891 100.0 7,962 100.0
Operating Expenses 9,997 84.1 6,561 82.4
Operating Income 1,894 15.9 1,401 17.6
Unallocated corporate
operating income (loss) (2) (278)
Consolidated operating
income 14,520 13,100
</TABLE>
The Company's working capital at the end of the first quarter of 2000 was
$34,681,109, which is an increase of $8,579,321 or 33% from the end of the
1999 fiscal year. The principal factors contributing to the increase in
working capital were the increase in consolidated net income earned by the
Company during the quarter, coupled with a temporary slowdown in the capital
expansion program in place at all three operating divisions.
The Company's investment in Property and Equipment (Less Accumulated
Depreciation) as of the end of the first quarter of 2000 stood at
$241,610,577. This figure represents a decrease from December 31, 1999, of
$3,162,825, reflecting the slowdown in the capital expansion program. Funding
for the Company's ongoing capital expansion program is being accomplished
through the use of cash generated from current operating and investment
activities.
The Company's results for the first quarter of 2000 were positively
impacted by factors that included mild winter weather experienced in the
northeastern United States, a robust national economy, the demise of a
competitor during the summer of 1999 and a strong pricing environment that
permitted rate increases in many lanes. The results were negatively impacted
by such factors as substantially higher fuel prices, which particularly
impacted Arnold Transportation, and increased competition from surviving
competitors who are gaining in efficiency and quality of service.
At New Penn, the double-digit revenue growth rate of the
fourth quarter of 1999 accelerated in the first quarter of 2000.
Management anticipates that revenue growth will continue to be strong in
comparison to the same periods of one year ago, in large part due to the
demise of Preston Trucking in July of 1999 and the addition of many former
Preston customers to New Penn's customer base. The increase in revenues
resulting from Preston's demise began to be reflected in the third quarter of
1999 and, accordingly, will level out with results for the third quarter of
2000. Whether double digit increases in revenues will continue into the third
quarter of 2000 and thereafter will depend upon factors such as the strength
of the U.S. economy, inflation, fuel prices and New Penn's ability to attract
new customers through improvements in service and pricing. Certain of New
Penn's financially healthy competitors are expanding their northeast
operations, and it is anticipated that New Penn will face increasing
competitive pressures in coming quarters. New Penn continued to hold
operating expenses to a minimum during the first quarter, thereby producing an
operating ratio of 79.5 for the period. Operating income increased by $1.1
million, or 10.5%, compared to the prior year. New Penn took delivery of 150
<PAGE>
new trailers during the first quarter to support the continuing growth in
revenue. During 2000, New Penn anticipates acquiring $10.4 million of new
equipment (which includes $8.4 of new rolling stock and $2.0 million of new
computer equipment) and expending $10.1 million for new real estate and
improvements to existing properties. Expansion is planned or in process at
terminals in Albany, Syracuse and Buffalo, New York, and South Brunswick and
Kearny, New Jersey.
Although revenues increased by 6.2% at Arnold Transportation, operating
income declined by 36.7%. The regional and dedicated truckload operations
continued to perform well. However, interregional operations, which provide
service on longer lengths of haul, were particularly hard hit by the increase
in diesel fuel prices. Arnold Transportation was not able to obtain fuel
surcharges from customers sufficient to defray higher fuel costs. Fuel prices
have declined in recent weeks, but remain above year-ago levels. Arnold
Transportation is focused on expanding regional and dedicated operations while
also adding customer revenues that will improve operating margins on
interregional operations. During 2000, Arnold Transportation anticipates
acquiring $3 million of new equipment and expending $500,000 for new real
estate and improvements to existing properties (to be funded by gains from
real estate sales).
Arnold Logistics increased operating income by 35.2% over the same period
of a year ago. Revenues increased during the quarter in comparison to the
first quarter of 1999 due primarily to placement of the new Lancaster
warehouse facility into operation during the last half of 1999. Although
margins declined from the same period in the prior year, margins improved
compared to the fourth quarter of 1999. Margins improved from the immediately
prior quarter in part because changes were made to the Lancaster operations to
improve efficiencies and fine-tune the revenue/cost relationship with the
principal customer occupying that facility. Significant progress was made to
develop a proprietary Internet order and warehouse management system in
support of future e-commerce growth opportunities. During 2000, Arnold
Logistics' capital expenditures will approximate $2.6 million for new
equipment and $400,000 for capital improvements to real estate.
Company management remains focused on improving operating efficiencies
while at the same time seeking growth opportunities by, among other things,
offering expanded trucking and warehousing related services to meet the needs
of existing and prospective customers. Management will continue to seek
opportunities for profitable expansion of the Company.
<PAGE>
Year 2000 Compliance
The Company's program to correct and/or replace internally produced software
was fully completed prior to December 31, 1999. The cost of the Company's
internal program, all of which has been incurred and paid, was $1,675,000.
The Company continues to monitor and assess the status of third parties upon
whom the Company relies for externally produced software, including
communications software, as well as suppliers of basic materials, such as
fuel, parts, tires, etc. The Company also monitors the status of significant
customers upon whose continued business the Company relies for revenues.
During 1998 and 1999, the Company incurred expense of $125,000 to correct
and/or replace software acquired from third parties. The Company has had no
significant Y2K problems with its vendors, suppliers or customers, and does
not anticipate significant problems in the future.
Cautionary Remarks as to Forward-Looking Statements:
The nature of the Company's operations subject it to changing economic,
competitive, regulatory and technological conditions, risks and
uncertainties. In accordance with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, the Company cautions that there are
important factors which, among others, could cause future results to differ
materially from the forward-looking statements about our management confidence
and strategies for performance; expectations for new and existing technologies
and opportunities; and expectations for market segment and industry growth.
These factors include, but are not limited to: (1) changes in the business
environment in which the Company operates, including licensing restrictions,
interest rates and capital costs; (2) changes in governmental law and
regulations, including taxes; (3) market and competitive changes, including
market demand and acceptance for new services and technologies; and (4) other
risk factors specifically identified from time to time in Company releases and
disclosure documents, including SEC reports and the annual proxy solicitation
and report to stockholders. The Company will update forward-looking
statements as required by law.
Item 3. Quantitative and Qualitative Disclosures About
Market Risk.
Neither the Company nor any of its subsidiaries, including
Maris, Inc., own derivative financial instruments. Accordingly,
the Company has no exposure to sudden changes in the financial
<PAGE>
and commodities markets and the impact that those changes may
have on the value of market risk sensitive derivative securities.
Maris, Inc., however, does own certain market risk sensitive
instruments, including money market funds, time deposits, tax-free
bonds and other like instruments. The Company believes that
the risk inherent in owning these types of investments is no
greater than the market risk of owning any security traded on
various exchanges in the United States and elsewhere.
Item 4.Matters Brought to a Vote of Shareholders.
At the Annual Meeting, held May 3, 2000, stockholders re-elected E. H.
Arnold, Ronald E. Walborn and Arthur L. Peterson to serve as members of the
Board of Directors, each for a two-year term. The Company also announced that
the Board of Directors declared the regular quarterly dividend of eleven cents
per share, payable June 5, 2000, to stockholders of record on May 22, 2000.
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - Financial Data Schedule
(b) NONE APPLICABLE
<PAGE>
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.
ARNOLD INDUSTRIES, INC.
(Registrant)
Date: May 15, 2000 By /s/ Heath L. Allen
Heath L. Allen, Secretary
Date: May 15, 2000 By /s/ Ronald E. Walborn
Ronald E. Walborn, Treasurer
<PAGE>
EXHIBIT 27
FINANCIAL DATA SCHEDULE
FOR
ARNOLD INDUSTRIES, INC.
FORM 10-Q FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2000
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS CONTAINED IN ARNOLD INDUSTRIES, INC.'S FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 2000, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
Item Description Amount
cash and cash items 27,092,168
marketable securities 2,106,915
notes and accounts receivable - trade 53,071,651
allowances for doubtful accounts 1,697,243
inventory 0
total current assets 94,660,961
property, plant and equipment 400,107,443
accumulated depreciation 158,496,866
total assets 355,804,621
total current liabilities 59,979,852
bonds, mortgages and similar debts 0
preferred stock-mandatory redemption 0
preferred stock-no mandatory redemption 0
common stock 29,942,628
other stockholders' equity 223,265,194
total liabilities and stockholders' equity 355,804,621
net sales of tangible products 0
total revenues 114,832,392
cost of tangible goods sold 0
total costs and expenses applicable to sales and revenues 100,312,876
other costs and expenses 0
provision for doubtful accounts and notes 307,500
interest and amortization of debt discount 450,008
income before taxes and other items 14,167,017
income tax expense 5,188,560
income/loss continuing operations 8,978,457
discontinued operations 0
extraordinary items 0
cumulative effect changes in accounting principles 0
net income or loss 8,978,457
earnings per share - basic 0.36
earnings per share - diluted 0.36
