<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
For the fiscal year ended December 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
----------- ----------
Commission File No. 1-8441
CAROLINA FREIGHT CORPORATION
----------------------------
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-1349996
---------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2400 YORKMONT ROAD, SUITE 400
CHARLOTTE, NORTH CAROLINA 28217
---------------------------------------
(Address of principal executive office)
(704) 329-0123
--------------
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NEW YORK STOCK EXCHANGE
COMMON STOCK, $.50 PAR VALUE PACIFIC STOCK EXCHANGE
---------------------------- -----------------------
(Title of each class) Name of each Exchange
on which registered
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
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
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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. (___)
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. (The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of filing.)
At February 25, 1995 - $77,919,855
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date. (APPLICABLE ONLY TO
CORPORATE REGISTRANTS.)
At February 25, 1995 - 6,561,672 SHARES OF COMMON STOCK, $.50 PAR VALUE
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. (The listed documents should be clearly
described for identification purposes.)
(1) Portions of the 1994 Annual Report to Security Holders - Part II and Part
IV.
(2) Proxy Statement for the 1995 Annual Meeting of Shareholders of
Carolina Freight Corporation - Part III.
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PART I
ITEM 1. BUSINESS.
Carolina Freight Corporation is a freight transportation holding company whose
primary subsidiaries are Carolina Freight Carriers Corporation ("Carolina"),
Red Arrow Freight Lines, Inc. ("Red Arrow"), G.I. Trucking Company ("G.I."),
Cardinal Freight Carriers, Inc. ("Cardinal"), The Complete Logistics Company,
Inc. ("CLC"), Innovative Logistics Incorporated ("ILI"), and CaroTrans
International, Inc. ("CaroTrans"). The consolidated revenue of the Corporation
ranks it among the ten largest motor carriers of general freight in the United
States.
Through its subsidiary carriers, Carolina Freight Corporation serves all of the
50 largest Standard Metropolitan Statistical Areas of the United States.
In addition to their independent operations, Carolina, G.I. and Red Arrow use
rail carriers to provide intermodal transportation between their areas of
operation.
Subsidiaries of Carolina Freight Corporation presently provide services for
customers in over 140 countries in North America, Africa, Australia, New
Zealand, South America, Central America, Eastern and Western Europe, the Middle
East, Asia and throughout the Pacific Rim and the Caribbean Sea.
The Corporation`s consolidated insurance subsidiary, Motor Carrier Insurance,
Ltd., a Bermuda company, provides cargo, public liability and workers'
compensation insurance coverage, under reinsurance agreements, to the
Corporation's operating subsidiaries.
The Corporation's principal offices are located at 2400 Yorkmont Road,
Charlotte, North Carolina 28217, and its telephone number is 704/329-0123.
On December 31, 1994, the Corporation had 10,506 total employees.
Unless the context requires otherwise, reference to the Corporation in this
report shall mean Carolina Freight Corporation and its subsidiaries.
CAROLINA FREIGHT CARRIERS
Carolina Freight Carriers is an over-the-road motor carrier which began
operations in 1932 as Beam Trucking Company. The company has its headquarters
in Cherryville, North Carolina and operates as a transporter of general
commodities primarily within a 32 state region of the eastern half of the
United States. Its major service area is connected with the territories of
G.I. and Red Arrow through an intermodal partnership with those
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companies. Carolina`s major traffic lanes are between points in the South and
Northeast, the South and Midwest, the Midwest and the Northeast, and within the
South. Carolina is authorized by the Interstate Commerce Commission ("ICC") to
serve all points in the contiguous United States.
Carolina handles broadly diversified traffic including textile products,
plastics, foodstuffs, pharmaceuticals, chemicals, auto parts, construction
materials and hardware. The only commodity accounting for more than 10% of
revenue in 1994 was wholesale trade durable goods which accounted for
approximately 15.3%. During 1994, no single customer accounted for more than
3% of revenue, and the largest ten customers accounted for less than 16% of
revenue. During 1994, 91.6% of revenue was derived from less-than-truckload
("LTL") shipments (shipments weighing less than 10,000 pounds).
Equipment And Property. Carolina owns all of its revenue equipment except for
454 leased linehaul tractors and equipment used in connection with intermodal
operations. At December 31, 1994, Carolina owned 2,710 tractors, 10,512
trailers, 61 trucks, and operated 159 service centers consisting of 143
terminals (93 owned and 50 leased) and 16 agencies. In addition to the
operation of major vehicle maintenance facilities at the six major breakbulk
terminals in Carolina's system - Atlanta, Chicago, Carlisle (Pa.), Cherryville,
Cincinnati, and Toledo - there are similar maintenance facilities at various
terminals throughout the Carolina system.
G.I. TRUCKING COMPANY
G.I. is headquartered in La Mirada, California and provides over-the-road
freight transportation services to shippers and receivers in California,
Oregon, Washington, Idaho, Utah, Nevada, Colorado, New Mexico, Texas and
Arizona. Service is provided to and from Hawaii. The major service area of
G.I. is connected with the territories of Carolina and Red Arrow through an
intermodal partnership with those companies. Founded in 1946, G.I. was
acquired by Carolina Freight Corporation in October 1983. At December 31,
1994, G.I. owned 453 tractors, 1,641 trailers, 16 trucks, and operated 44
service centers consisting of 24 terminals (14 owned and 10 leased) and 20
agencies.
RED ARROW FREIGHT LINES, INC.
Red Arrow`s executive offices are in Dallas, Texas and administrative services
are performed in Carolina offices in Cherryville, North Carolina. It is an
over-the-road motor carrier which transports general commodities in Texas,
Kansas, Arkansas, Louisiana and Oklahoma. The major service area of Red Arrow
is connected with the territories of G.I. and Carolina through an intermodal
partnership with those companies. Red Arrow was founded in 1928 and acquired
by Carolina Freight Corporation in January 1984. At December 31, 1994, Red
Arrow owned 147 tractors, 159 trailers, 3 trucks, operated 46 leased tractors,
and operated 15 service centers consisting of 11 terminals (4 owned and 7
leased) and 4 agencies.
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CARDINAL FREIGHT CARRIERS, INC.
Cardinal was established in 1980. It is an irregular route motor carrier with
authority to serve all points in the United States, although its services are
presently confined to serving customers east of the Mississippi River.
Cardinal specializes in the transportation of truckload freight. Its general
office is in Concord, North Carolina. At December 31, 1994, Cardinal owned 56
tractors and 1,075 trailers and operated 397 leased tractors.
THE COMPLETE LOGISTICS COMPANY, INC.
CLC is a full service equipment and driver leasing company, owning 149
tractors, 317 trailers, and 97 trucks as of December 31, 1994. CLC was
formerly the leasing division of G.I. Trucking Company and is headquartered in
Buena Park, California.
INNOVATIVE LOGISTICS INCORPORATED
ILI is a third party logistics firm based in Fort Mill, South Carolina and
provides transportation-related services such as intermodal shipping, rate
negotiation, and warehousing
CAROTRANS INTERNATIONAL, INC.
CaroTrans is a non-vessel operating common carrier (NVOCC) which provides
international delivery of exported goods as well as, beginning in 1994,
domestic delivery of imported goods. CaroTrans was formerly the international
division of Carolina and is headquartered in Cherryville, North Carolina.
CAPITAL EXPENDITURES
Capital expenditures in 1994 net of dispositions were $20.7 million. Revenue
and service equipment purchases were $17.4 million. Land and terminal
expenditures were $4 million. Other capital expenditures totaled $6.9 million.
The proceeds from dispositions totaled $7.7 million.
MANAGEMENT CHANGES
In December, Palmer E. Huffstetler, president of Carolina Freight Corporation,
retired after 30 years of dedicated service to our Company. We will miss his
wisdom and insight. A number of significant management changes were initiated
during the year within Carolina Freight Carriers Corporation, the largest
subsidiary. In October, James R. Hertwig, who had been a vice president in the
holding company, became President of Carolina. James E. Justiss became the
first President of CaroTrans International in April 1994. New corporate
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officers were also appointed, including Sandy Dismukes, Assistant Secretary;
Bryan Beal, Treasurer; and Don Pruitt, Controller.
ITEM 2. PROPERTIES.
The Corporation, through its subsidiaries, owns and operates 112 terminal
facilities in 26 states. At December 31, 1994, owned properties had a net book
value of $128.1 million. In addition, the Corporation leases 67 real
properties under leases for terms of generally one to ten years. These
properties are used as offices, terminals, warehouses and vehicle maintenance
facilities.
The Corporation, through its subsidiaries, transports freight, using both
over-the-road and local tractors, trailers and trucks. At December 31, 1994,
the value of owned revenue equipment, less accumulated depreciation, totaled
$78.7 million and consisted of 3,515 tractors, 13,704 trailers and 177 trucks.
In addition, service vehicles, data processing equipment, furniture and
fixtures, and leasehold improvements had a net book value of $25.1 million.
ITEM 3. LEGAL PROCEEDINGS.
(a) There are not now pending any material legal proceedings, other than
ordinary routine litigation incident to the Corporation's business, to which
the Corporation or any of its subsidiaries is a party or to which any of their
respective properties is subject. During 1994, no material litigation or
governmental proceeding was instituted or pending against the Corporation or
any of its subsidiaries arising from any alleged violation of any emission
control standards or other environmental regulations.
(b) No material legal proceedings were terminated in the fourth quarter of
1994.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted during the fourth quarter of 1994 to a vote of
security holders, through the solicitation of proxies or otherwise.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The registrant's common stock is traded on the New York and Pacific Stock
Exchanges (Symbol - CAO). The range of market values and amounts of dividends
paid during the last two years are shown in the following table:
<TABLE>
<CAPTION>
Dividends
High Low Per Share
---- --- ---------
<S> <C> <C> <C>
1994
----
First Quarter 13 9 1/4 $ 0
Second Quarter 12 7/8 9 1/2 $ 0
Third Quarter 10 5/8 8 3/4 $ 0
Fourth Quarter 11 1/8 8 5/8 $ 0
1993:
First Quarter 16 13 1/8 $ .05
Second Quarter 15 11 3/8 $ .05
Third Quarter 14 3/4 11 1/2 $ .05
Fourth Quarter 13 3/4 11 1/2 $ .05
</TABLE>
As of December 31, 1994, there were 2,981 record holders of the Corporation's
Common Stock.
The Board of Directors suspended payment of common share dividends on January
10, 1994. Future dividends will depend upon the Corporation's earnings, its
financial condition and other relevant factors.
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial data for the past five years appears on pages 18 and 19
of the registrant's annual report to shareholders for the year ended December
31, 1994 and is incorporated by reference to the extent of the respective
columns of financial data for the years 1990 through 1994.
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<PAGE> 8
ITEM 7. MANAGEMENT`S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION.
Management`s Review appearing on pages 20 through 23 of the annual report to
shareholders for the year ended December 31, 1994 is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated financial statements including the Report of Independent
Public Accountants, appearing on pages 24 through 37, in the annual report to
shareholders for the year ended December 31, 1994 are incorporated herein by
reference.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
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PART III
The information called for by Part III is incorporated by reference from
registrant's definitive proxy statement. Disclosures concerning delinquent
filings under Section 16(A) of the Securities Exchange Act of 1934 can be found
in the Company's 1995 Proxy Statement.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
A) The following documents are filed as a part of this report:
1. Financial Statements - The following information appearing in the annual
report to shareholders for year ended December 31, 1994 is incorporated by
reference:
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Consolidated Balance Sheets, December 31, 1994 and 1993 24 - 25
Consolidated Statements of Operations for the Years Ended December 31, 1994, 1993 and 1992 26
Consolidated Statements of Cash Flows for the Years Ended December 31, 1994, 1993 and 1992. 27
Consolidated Statements of Stockholder's Equity for the Years Ended December 31, 1994, 1993 and 28
1992
Notes to Consolidated Financial Statements, December 31, 1994, 1993 and 1992 29 - 36
Report of Independent Public Accountants 37
</TABLE>
2. Financial Statement Schedules
<TABLE>
<CAPTION>
Schedule No. Schedule Name
------------ -------------
<S> <C>
I Condensed Financial Information - Parent Company Only
II Valuation and Qualifying Accounts
</TABLE>
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable.
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3. Exhibits
3(a) Articles of Incorporation of Carolina Freight Corporation (as
amended up to May 16, 1988). Incorporated by reference to
Exhibit 3(a) on Form 10-K for the year ended December 31,1988,
File No. 1-8441.
(i) Articles of Amendment of Carolina Freight Corporation.
Incorporated by reference to Exhibit 3(a)(i) on Form 10-K for
the year ended December 31, 1989, File No. 1-8441.
3(b) Amended and Restated Bylaws of Carolina Freight Corporation.
Incorporated by reference to Exhibit 3(b) on Form 10-Q for the
quarter ended September 8, 1990, File No. 1-8441.
3(c) Amended and Restated Charter of Carolina Freight Carriers
Corporation. Incorporated by reference to Exhibit 3(b) on
Form 10-K for the year ended December 31, 1985, File No.
1-8441.
4. 6 1/4% Convertible Subordinated Debentures Due 2011 - all
documents in connection with Company's registration statement
on Form S-3, File No. 33-4742 in 1986 are incorporated by
reference
10(a) Consulting Services Agreement between Carolina Freight
Corporation and K. G. Younger. Incorporated by reference to
Exhibit 10(b) on Form 10-K for the year ended December 31,
1990, File No. 1-8441.
10(b) Employment Contract Agreement between Carolina Freight
Corporation and Lary R. Scott dated March 22, 1993.
Incorporated by reference to Exhibit 10 (b) of Form 10-K for
the year ended December 31, 1993, File No. 1-8441
10(c) Employment Contract Agreement between Carolina Freight
Corporation and James R. Hertwig dated March 7, 1994.
10(d) Carolina Freight Corporation Employee Savings and Protection
Plan (as amended through October 1, 1991). Incorporated by
reference to Exhibit 10(c) on Form 10-K for the year ended
December 31, 1991, File No. 1-8441.
10(e) The Complete Logistics Company Employee Savings and Profit
Sharing Plan, October 1, 1993. Incorporated by reference to
Exhibit 10 (e) on Form 10-K for the year ended December 31,
1993, File No. 1-8441.
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10(f) Carolina Freight Corporation Employees' Pension Plan (as
restated January 1, 1985). Incorporated by reference to
Exhibit 10(d) on Form 10-K for the year ended December 31,
1985, File No. 1-8441.
(i) 1989 Amendments to Carolina Freight Corporation
Employees' Pension Plan. Incorporated by reference to Exhibit
10(c)(i) on Form 10-K for the year ended December 31, 1989,
File No. 1-8441.
(ii) 1992 Amendment to Carolina Freight Corporation Employees
Pension Plan. Incorporated by reference to Exhibit 10(d)(ii)
on Form 10-K for the year ended December 31, 1992, File No.
1-8441.
10(g) G. I. Trucking Company Employees Retirement Plan as amended
and restated effective July 1, 1992. Incorporated by
reference to Exhibit 10(e) on Form 10-K for the year ended
December 31, 1992, File No. 1-8441.
10(h) G. I. Trucking Company Freight Handlers Retirement Plan as
amended and restated effective July 1, 1992. Incorporated by
reference to Exhibit 10(f) on Form 10-K for the year ended
December 31, 1992, File No. 1-8441.
10(i) Group Annuity Contract No. IN 15150 between G.I. Trucking
Company and Connecticut General Life Insurance Company.
Incorporated by reference to Exhibit 10(h) on Form 10-K for
the year ended December 31, 1985, File No. 1-8441.
10(j) Stock Option Plans:
(i) 1984 Incentive Stock Option Plan of Carolina Freight
Corporation and 1984 Incentive Stock Option Agreement.
Incorporated by reference to Exhibit 10(d) on Form 10-K for
the year ended December 31, 1984, File No. 1-8441.
(ii) Amendment to 1984 Incentive Stock Option Plan of
Carolina Freight Corporation. Incorporated by reference to
Exhibit 10(h)(ii) on Form 10-K for the year ended December 31,
1987, File No. 1-8441.
(iii) Amendments to 1975, 1980 and 1984 Stock Option Plans.
Incorporated by reference to Exhibit 10(h)(iii) on Form 10-K
for the year ended December 31, 1988, File No. 1-8441.
(iv) 1988 Incentive Stock Option Plan of Carolina Freight
Corporation and 1988 Incentive Stock Option Agreement.
Incorporated by reference to Exhibit 10(h)(iv) on Form 10-K
for the year ended December 31, 1988, File No. 1-8441.
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(v) Amendments to 1980, 1984 and 1988 Incentive Stock Option
Plans of Carolina Freight Corporation. Incorporated by
reference to Exhibit 10(h)(v) on Form 10-K for the year ended
December 31, 1989, File No. 1-8441.
(vi) 1989 Incentive Stock Option Plan of Carolina Freight
Corporation and 1989 Incentive Stock Option Agreement.
Incorporated by reference to Exhibit 10(h)(vi) on Form 10-K
for the year ended December 31, 1989, File No. 1-8441.
10(k) Secured Revolving Credit and Letter of Credit Agreement Dated
as of March 15, 1994. Incorporated by reference 10(k) on Form
10Q for the quarter ended March 26, 1994, File No. 1-8441.
10(l) Carolina Freight Trade Receivables Master Trust Pooling and
Servicing Agreement dated December 1, 1993. Incorporated by
reference to Exhibit 10(m) on Form 10-K for the year ended
December 31, 1993, File No. 1-8441.
10(m) Executive Benefit Plan Agreements:
(i) Executive Benefit Plan Agreements of All Officers and
Directors of Carolina Freight Corporation. Incorporated by
reference to Exhibit 10(j) on Form 10-K for the year ended
December 31, 1984, File No. 1-8441.
(ii) Salary Deferral Plan of Officers and Directors of
Carolina Freight Corporation. Incorporated by reference to
Exhibit 10(r)(ii) on Form 10-K for the year ended December 31,
1986, File No. 1-8441.
(iii) Amendment Number One to Deferred Compensation Agreement
of All Directors of Carolina Freight Corporation.
Incorporated by reference to Exhibit 10(p)(iii) on Form 10-K
for the year ended December 31, 1987, File No. 1-8441.
(iv) Amendment Number One to Deferred Compensation Agreement
of All Officers of Carolina Freight Corporation. Incorporated
by reference to Exhibit 10(p)(iv) for year ended December 31,
1987, File No. 1-8441.
(v) Amended Executive Supplemental Benefit Plan.
Incorporated by reference to Exhibit 10(p)(v) on Form 10-K for
the year ended December 31, 1988, File No. 1-8441.
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(vi) Representative sample of individual contracts signed by
participants in the 1990 Salary Deferral Plan for Officers and
Directors. Incorporated by reference to Exhibit 10(v)(vi) on
Form 10-K for the year ended Dec. 31, 1991, File 1-8441.
10(n) Form of Indemnification Agreement between Carolina Freight
Corporation and Its Board of Directors and Schedule
Identifying Documents Omitted. Incorporated by reference to
Exhibit 10(q) on Form 10-K for the year ended December 31,
1987, File No. 1-8441.
10(o) Form of Severance Pay Agreement between Carolina Freight
Corporation and Its Officers and Schedule Identifying
Documents Omitted. Incorporated by reference to Exhibit 10(r)
on Form 10-K for the year ended December 31, 1987, File No.
1-8441.
10(p) Loan Agreements in connection with the following industrial
revenue bond financings of Carolina Freight Carriers
Corporation:
(i) Howard County, Maryland dated September 1, 1981.
Incorporated by reference to Exhibit 10(k)(i) on Form 10-K for
the year ended December 31, 1984, File No. 1-8441.
(ii) City of Rockford, Illinois dated October 1, 1981.
Incorporated by reference to Exhibit 10(k)(ii) on Form 10- K
for the year ended December 31, 1984, File No. 1-8441.
(iii) New Jersey Economic Development (Jersey City) dated
January 1, 1982. Incorporated by reference to Exhibit
10(k)(iii) on Form 10-K for the year ended December 31, 1984,
File No. 1-8441.
(iv) Village of Forest View, Illinois dated November 1, 1982.
Incorporated by reference to Exhibit 10(k)(iv) on Form 10-K
for the year ended December 31, 1984, File No. 1-8441.
(v) County of Cuyahoga, Ohio dated August 29, 1983.
Incorporated by reference to Exhibit 10(k)(vi) on Form 10-K
for the year ended December 31, 1984, File No. 1-8441.
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(vi) Mortgage Note and Mortgage dated December 9, 1983 of
Berks County Development Authority. Incorporated by reference
to Exhibit 10(k)(vii) on Form 10-K for the year ended
December 31, 1984, File No. 1-8441.
(vii) City of Hayward, California and Summit Companies, Inc.
dated December 1, 1983. Incorporated by reference to Exhibit
10(k)(viii) on Form 10-K for the year ended December 31, 1984,
File No. 1-8441.
(viii) County of Lucas, Ohio dated May 1, 1984. Incorporated
by reference to Exhibit 10(k)(ix) on Form 10-K for the year
ended December 31, 1984, File No. 1-8441.
(ix) Michigan Job Development Authority dated October 1,
1984. Incorporated by reference to Exhibit 10(k)(x) on Form
10-K for the year ended December 31, 1984, File No. 1-8441.
(x) Cumberland County, Pa. Industrial Development Authority
Mortgage dated October 1, 1985, and Promissory Note dated
October 17, 1985. Incorporated by reference to Exhibit
10(s)(xii) on Form 10-K for the year ended December 31, 1985,
File No. 1-8441.
(xi) Dade County, Florida, Industrial Development Authority,
Installment Purchase Contract, dated December 1, 1985.
Incorporated by reference to Exhibit 10(s)(xiv) on Form 10-K
for the year ended December 31, 1985, File No. 1-8441.
(xii) City of Memphis and County of Shelby, Tennessee,
Industrial Development Board dated October 1, 1986.
Incorporated by reference to Exhibit 10(s)(xv) on Form 10-K
for the year ended December 31, 1986, File No. 1-8441.
(xiii) New Jersey Economic Development Authority, Variable
Rate Demand Economic Development Bond dated February 22, 1990.
Incorporated by reference to Exhibit 10(v)(xiv) on Form 10-K
for the year ended December 31, 1990, File No. 1-8441.
(xiv) Carolina Freight Tax-Exempt Bond Grantor Trust dated
May 23, 1990. Incorporated by reference to Exhibit 10(v)(xv)
on Form 10-K for the year ended December 31, 1990, File No.
1-8441.
10(q) Grantor Trust Agreement. Incorporated by reference to Exhibit
10(w) on Form 10-K for the year ended December 31, 1989, File
No. 1-8441.
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10(r) Retirement contract between Carolina Freight Corporation and
Palmer E. Huffstetler dated November, 1994.
11. Computation of Earnings Per Common Share.
13. 1994 Annual Report to Shareholders (pages 18 - 37).
21. List of subsidiaries of Carolina Freight Corporation.
23. Consent of Independent Public Accountants.
27. Financial Data Schedule (for SEC use only)
B) Reports on Form 8-K filed in the fourth quarter, 1994: None
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CAROLINA FREIGHT CORPORATION
SCHEDULE I - CONDENSED FINANCIAL INFORMATION - PARENT
COMPANY ONLY
AS OF DECEMBER 31, 1994 AND 1993
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
1994 1993
============= =============
<S> <C> <C>
Assets
Current Assets:
Cash and temporary cash investments $ 153,551 $ 131,611
Prepayments 326,332 102,618
Receivables 25,571,350 -
Other Assets 2,237,626 1,587,202
------------ ------------
Total current assets 28,288,859 1,821,431
------------ ------------
Other Assets:
Investment in subsidiaries 203,518,950 196,569,010
Advances to subsidiaries 23,948,616 24,660,076
Other 2,469,845 1,256,711
------------ ------------
Total other assets 229,937,411 222,485,797
------------ ------------
Total Assets $258,226,270 $224,307,228
============ ============
</TABLE>
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CAROLINA FREIGHT CORPORATION
SCHEDULE I - CONDENSED FINANCIAL INFORMATION - PARENT
COMPANY ONLY
AS OF DECEMBER 31, 1994 AND 1993
<TABLE>
<S> <C> <C>
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 384,063 $ 149,455
Other payables and accrued liabilities 1,710,638 726,566
------------ ------------
Total current liabilities 2,094,701 876,021
------------ ------------
Advances from subsidiaries 77,193,657 51,508,967
------------ ------------
Long-Term Debt:
6.25% Convertible Subordinated Debentures 49,994,000 49,994,000
Other long-term debt 1,111,366 601,980
------------ ------------
Total long-term debt 51,105,366 50,595,980
------------ ------------
Deferred income taxes (571,240) (286,352)
Other deferred liabilities 57,702 -
------------ ------------
Total reserves and deferred credits (513,538) (286,352)
------------ ------------
Stockholders' Equity:
Preferred stock 2,211,200 2,211,200
Common stock 3,280,836 3,280,836
Paid-in capital 44,393,497 44,349,110
Retained earnings 78,460,551 71,771,466
------------ ------------
Total stockholders' equity 128,346,084 121,612,612
------------ ------------
Total liabilities and stockholders' equity $258,226,270 $224,307,228
============ ============
</TABLE>
The notes to condensed financial statements are an integral part of these
balance sheets.
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CAROLINA FREIGHT CORPORATION
SCHEDULE I - CONDENSED FINANCIAL INFORMATION - PARENT
COMPANY ONLY
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992
CONDENSED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
1994 1993 1992
======================================================
<S> <C> <C> <C>
Other Income (Expense):
Interest income and other
expense, net $ 7,478,405 $ 4,412,368 $ 4,612,555
Interest expense (7,478,405) (3,795,119) (3,826,975)
------------------------------------------------------
Earnings Before Income Taxes and Equity in
Undistributed Net Income of Subsidiaries - 617,249 785,580
Provision for Income Taxes 132,326 157,805 298,523
Equity in Undistributed Net
Income of Subsidiaries 6,909,859 (4,621,031) 2,757,775
Net Earnings Before Cumulative Effect of
Change in Accounting Principle 6,777,533 (4,161,587) 3,244,832
------------------------------------------------------
Cumulative Effect of Change in Accounting
Principle - - 403,514
------------------------------------------------------
Net Earnings $ 6,777,533 $ (4,161,587) $ 3,648,346
======================================================
The notes to condensed financial statements are an integral part of these statements.
</TABLE>
-19-
<PAGE> 20
CAROLINA FREIGHT CORPORATION
SCHEDULE I - CONDENSED FINANCIAL INFORMATION - PARENT
COMPANY ONLY
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992
CONDENSED STATEMENTS OF CASH FLOWS
NET CASH PROVIDED BY (USED FOR)
OPERATING ACTIVITIES:
<TABLE>
1994 1993 1992
=====================================================
<S> <C> <C> <C>
Net earnings for the year $ 6,777,533 $ (4,161,587) $ 3,648,346
Noncash items included in income:
Undistributed earnings of subsidiaries (6,909,859) 4,621,031 (2,757,775)
Increase in accounts payable 234,608 307 24,650
Net increase (decrease) from change in other
Working capital items affecting operating activities (151,496) (24,712) 2,108,160
Other, net (1,179,466) (240,862) (584,798)
----------------------------------------------------
Net cash provided by (used for) operating activities (1,228,680) 194,177 2,438,583
----------------------------------------------------
NET CASH PROVIDED BY (USED FOR) - - -
INVESTING ACTIVITIES:
NET CASH PROVIDED BY (USED FOR) FINANCING
ACTIVITIES:
Advances from subsidiaries 829,682 1,093,098 699,845
Proceeds from issuance of long-term debt 509,386 83,435 205,982
Common stock issued - - 6,000
Dividends on common and preferred stock (88,448) (1,400,782) (3,369,246)
----------------------------------------------------
Net cash provided by (used for) financing activities 1,250,620 (224,249) (2,457,419)
----------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND TEMPORARY CASH INVESTMENTS 21,940 (30,072) (18,836)
CASH AND TEMPORARY CASH INVESTMENTS AT BEGINNING OF YEAR 131,611 161,683 180,519
----------------------------------------------------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF YEAR $ 153,551 $ 131,611 $ 161,683
====================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
Cash paid during the year for interest $ 3,209,960 $ 3,771,345 $ 3,843,663
Cash paid (received) during the year for taxes 1,067,638 264,088 (1,825,187)
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES
Company contributions of receivables to a subsidiary in
exchange for an investment in that subsidiary - $ 55,000,000 -
Company receipt of a 98% interest in a subsidiary's certificate
of receivables held in trust $ 25,566,468 - -
</TABLE>
The notes to condensed financial statements are an integral part of these
statements.
-20-
<PAGE> 21
CAROLINA FREIGHT CORPORATION
SCHEDULE I - CONDENSED FINANCIAL INFORMATION - PARENT
COMPANY ONLY
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992
NOTES TO CONDENSED FINANCIAL STATEMENTS
(1) These unaudited condensed financial statements have been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and note disclosures normally included in annual fiancial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to those rules and regulations, although the
company believes that the disclosures made are adequate to make the information
presented not misleading.
(2) The revolving credit agreements of Carolina Freight Carriers Corporation
and Red Arrow Freight Lines, Inc. and certain industrial bonds of the operating
subsidiaries totaling $7,585,000 are guaranteed as to principal and interest
payments by Carolina Freight Corporation.
(3) See Notes to Consolidated Financial Statements for additional disclosures.
-21-
<PAGE> 22
CAROLINA FREIGHT CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
============================================================================================================
ADDITIONS
Balance at Beg. Charged to costs Balance at End
Description of Period and expenses Deductions of Period
============================================================================================================
<S> <C> <C> <C> <C>
DEDUCTED IN BALANCE SHEET FROM
ASSET TO WHICH IT APPLIES
Year ended December 31, 1994
Reserve for uncollectible
accounts receivable $ 5,181,602 $3,985,325 $3,483,563 (1) $5,683,364 (2)
==========================================================================
Year ended December 31, 1993
Reserve for uncollectible
accounts receivable $ 4,982,453 $3,469,480 $3,270,331 (1) $5,181,602 (3)
==========================================================================
Year ended December 31, 1992
Reserve for uncollectible
accounts receivable $ 4,562,715 $3,419,930 $3,000,192 (1) $4,982,453 (4)
==========================================================================
</TABLE>
(1) Uncollectible accounts written off net of bad debt recoveries.
(2) $100,560 applicable to customer and interline receivables and $5,582,804
applicable to other receivables as a result of the sale of receivables
explained in the Notes to Consolidated Financial Statements.
(3) $20,033 applicable to customer and interline receivables and $5,161,569
applicable to other receivables as a result of the sale of receivables
explained in the Notes to Consolidated Financial Statements.
(4) $2,629,186 applicable to customer and interline receivables and $2,353,267
applicable to other receivables as a result of the sale of receivables
explained in the Notes to Consolidated Financial Statements.
-22-
<PAGE> 23
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Carolina Freight Corporation:
We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements included in Carolina Freight Corporation's
annual report to shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated January 31, 1995. Our audit was made for
the purpose of forming an opinion on those statements taken as a whole. The
schedules listed in item 14(a)(2) are the responsibility of the Company's
management and are presented for purposes of complying with the Securities and
Exchange Commission's rules and are not part of the basic financial statements.
These schedules have been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, fairly state in
all material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
Arthur Andersen, LLP
Charlotte, North Carolina,
January 31, 1995.
-22a-
<PAGE> 24
Pursuant to the requirements of Section 13 or 15(d) 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, on the 28th day of March,
1993.
CAROLINA FREIGHT CORPORATION
(Registrant)
By: /s/ Lary R. Scott
-------------------------
Lary R. Scott
Chief Executive Officer
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 indicated on the 28th day of March, 1993.
Signature Title
--------- -----
Principal Executive Officer:
/s/ Lary R. Scott Chief Executive Officer
---------------------- and Director
Lary R. Scott
Principal Financial and
Accounting Officer:
/s/ Shawn W. Poole Treasurer and Chief
---------------------- Financial Officer
Shawn W. Poole
-23-
<PAGE> 25
/s/ K. G. Younger Director
-----------------------
K. G. Younger
-24-
<PAGE> 26
/s/ J. M. Carstarphen
-------------------------- Director
J. M. Carstarphen
-25-
<PAGE> 27
-------------------------- Director
Charles L. Grace
-26-
<PAGE> 28
-------------------------- Director
Daniel A. Boggan, Jr.
-27-
<PAGE> 29
--------------------------- Director
William M. R. Mapel
-28-
<PAGE> 30
/s/ James G. Martin
--------------------------- Director
James G. Martin
-29-
<PAGE> 31
/s/ Paul F. Richardson
--------------------------- Director
Paul F. Richardson
-30-
<PAGE> 32
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C>
Page #
------
3(a) Articles of Incorporation of Carolina Freight Corporation (as amended
up to May 16, 1988). Incorporated by reference to Exhibit 3(a) on
Form 10-K for the year ended December 31, 1988, File No. 1-8441.
(i) Articles of Amendment of Carolina Freight Corporation.
Incorporated by reference to Exhibit 3(a)(i) on Form 10-K for the year
ended December 31, 1989, File No. 1-8441.
3(b) Amended and Restated Bylaws of Carolina Freight Corporation.
Incorporated by reference to Exhibit 3(b) on Form 10-Q for the quarter
ended September 8, 1990, File No. 1-8441.
3(c) Amended and Restated Charter of Carolina Freight Carriers Corporation.
Incorporated by reference to Exhibit 3(b) on Form 10-K for the year
ended December 31, 1985, File No. 1-8441.
4. 6 1/4% Convertible Subordinated Debentures Due 2011 - all documents in
connection with Company's registration statement on Form S-3, File No.
33-4742 in 1986 are incorporated by reference.
10(a) Consulting Services Agreement between Carolina Freight Corporation and
K. G. Younger. Incorporated by reference to Exhibit 10(b) on Form
10-K for the year ended December 31, 1990, File No. 1-8441.
10(b) Employment Contract Agreement between Carolina Freight Corporation
and Lary R. Scott dated March 22, 1993. Incorporated by reference to
Exhibit 10(b) of Form 10-K for the year ended Dec. 31, 1993, File No.
1-8441.
10(c) Employment Contract Agreement between Carolina Freight Corporation and
James R. Hertwig dated March 7, 1994.
10(d) Carolina Freight Corporation Employee Savings and Protection Plan (as
amended through October 1, 1991). Incorporated by reference to
Exhibit 10(c) on Form 10-K for the year ended December 31, 1991, File
No. 1-8441.
10(e) The Complete Logistics Company Employee Savings and Profit Sharing
Plan, October 1, 1993. Incorporated by reference to Exhibit 10(c) of
Form 10-K for the year ended Dec. 31, 1993, File No. 1-8441.
</TABLE>
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<PAGE> 33
10(f) Carolina Freight Corporation Employees' Pension Plan (as restated
January 1, 1985). Incorporated by reference to Exhibit 10(d) on Form
10-K for the year ended December 31, 1985, File No. 1-8441.
(i) 1989 Amendments to Carolina Freight Corporation Employees'
Pension Plan. Incorporated by reference to Exhibit10(c)(i) on Form
10-K for the year ended December 31, 1989, File No. 1-8441.
(ii) 1992 Amendment to Carolina Freight Corporation Employees'
Pension Plan. Incorporated by reference to Exhibit10(d)(ii) on Form
10-K for the year ended December 31, 1992, File No. 1-8441.
10(g) G. I. Trucking Company Employees Retirement Plan as amended and
restated effective July 1, 1992. Incorporated by reference to Exhibit
10(e) on Form 10-K for the year ended December 31, 1992, File No.
1-8441.
10(h) G. I. Trucking Company Freight Handlers Retirement Plan as amended and
restated effective July 1, 1992. Incorporated by reference to Exhibit
10(f) on Form 10-K for the year ended December 31, 1992, File No.
1-8441.
10(i) Group Annuity Contract No. IN 15150 between G.I. Trucking Company and
Connecticut General Life Insurance Company. Incorporated by reference
to Exhibit 10(h) on Form 10-K for the year ended December 31, 1985,
File No. 1-8441.
10(j) Stock Option Plans:
(i) 1984 Incentive Stock Option Plan of Carolina Freight Corporation
and 1984 Incentive Stock Option Agreement. Incorporated by reference
to Exhibit10(d) on Form 10-K for the year ended December 31, 1984,
File No. 1-8441.
(ii) Amendment to 1984 Incentive Stock Option Plan of Carolina
Freight Corporation. Incorporated by reference to Exhibit 10(h)(ii)
on Form 10-K for the year ended December 31, 1987, File No. 1-8441.
(iii) Amendments to 1975, 1980 and 1984 Stock Option Plans
Incorporated by reference to Exhibit 10(h)(iii) on Form 10-K for the
year ended December 31, 1988, File No. 1-8441.
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<PAGE> 34
(iv) 1988 Incentive Stock Option Plan of Carolina Freight Corporation
and 1988 Incentive Stock Option Agreement. Incorporated by reference
to Exhibit 10(h)(iv) on Form 10-K for the year ended December 31,
1988, File No. 1-8441.
(v) Amendments to 1980, 1984 and 1988 Incentive Stock Option Plans
of Carolina Freight Corporation. Incorporated by reference to Exhibit
10(h)(v) on Form 10-K for the year ended December 31, 1989, File No.
1-8441.
(vi) 1989 Incentive Stock Option Plan of Carolina Freight Corporation
and 1989 Incentive Stock Option Agreement. Incorporated by reference
to Exhibit 10(h)(vi) on Form 10-K for the year ended December 31,
1989, File No. 1-8441.
10(k) Secured Revolving Credit and Letter of Credit Agreement Dated as of
March 15, 1994. Incorporated by reference 10(k) on Form 10Q for the
quarter ended March 26, 1994, File No. 1-8441.
10(l) Carolina Freight Trade Receivables Master Trust Pooling and Servicing
Agreement dated December 1, 1993. Incorporated by reference to Exhibit
10(m) on Form 10-K for the year ended December 31, 1993, File No.
1-8441.
10(m) Executive Benefit Plan Agreements:
(i) Executive Benefit Plan Agreements of All Officers and Directors
of Carolina Freight Corporation. Incorporated by reference to Exhibit
10(j) on Form 10-K for the year ended December 31, 1984, File No.
1-8441.
(ii) Salary Deferral Plan of Officers and Directors of Carolina
Freight Corporation. Incorporated by reference to Exhibit 10(r)(ii)
on Form 10-K for the year ended December 31, 1986, File No. 1-8441.
(iii) Amendment Number One to Deferred Compensation Agreement of All
Directors of Carolina Freight Corporation. Incorporated by reference
to Exhibit 10(p)(iii) on Form 10-K for the year ended December 31,
1987, File No. 1-8441.
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<PAGE> 35
(iv) Amendment Number One to Deferred Compensation Agreement of All
Officers of Carolina Freight Corporation. Incorporated by reference
to Exhibit 10(p)(iv) for the year ended December 31, 1987, File No.
1-8441.
(v) Amended Executive Supplemental Benefit Plan. Incorporated by
reference to Exhibit 10(p)(v) on Form 10-K for the year ended December
31, 1988, File No. 1-8441.
(vi) Representative sample of individual contracts signed by
participants in the 1990 Salary Deferral Plan for Officers and
Directors. Incorporated by reference to Exhibit 10(v)(vi) on
Form 10-K for the year ended December 31, 1991, File 1-8441.
10(n) Form of Indemnification Agreement between Carolina Freight Corporation
and Its Board of Directors and Schedule Identifying Documents Omitted.
Incorporated by reference to Exhibit 10(q) on Form 10-K for the year
ended December 31, 1987, File No. 1-8441.
10(o) Form of Severance Pay Agreement between Carolina Freight Corporation
and Its Officers and Schedule Identifying Documents Omitted.
Incorporated by reference to Exhibit10(r) on Form 10-K for the year
ended December 31, 1987, File No. 1-8441.
10(p) Loan Agreements in connection with the following industrial revenue
bond financings of Carolina Freight Carriers Corporation:
(i) Howard County, Maryland dated September 1, 1981. Incorporated by
reference to Exhibit 10(k)(i) on Form 10-K for the year ended December
31, 1984, File No. 1-8441.
(ii) City of Rockford, Illinois dated October 1, 1981. Incorporated
by reference to Exhibit10(k)(ii) on Form 10-K for the year ended
December 31, 1984, File No. 1-8441.
(iii) New Jersey Economic Development (Jersey City) dated January 1,
1982. Incorporated by reference to Exhibit 10(k)(iii) on Form 10-K
for the year ended December 31, 1984, File No. 1-8441.
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<PAGE> 36
(iv) Village of Forest View, Illinois dated November 1, 1982.
Incorporated by reference to Exhibit 10(k)(iv) on Form 10-K for the
year ended December 31, 1984, File No. 1-8441.
(v) County of Cuyahoga, Ohio dated August 29, 1983. Incorporated by
reference to Exhibit 10(k)(vi) on Form 10-K for the year ended
December 31, 1984, File No. 1-8441.
(vi) Mortgage Note and Mortgage dated December 9, 1983 of Berks
County Development Authority. Incorporated by reference to Exhibit
10(k)(vii) on Form 10-K for the year ended December 31, 1984, File No.
1-8441.
(vii) City of Hayward, California and Summit Companies, Inc. dated
December 1, 1983. Incorporated by reference to Exhibit 10(k)(viii) on
Form 10-K for the year ended December 31, 1984, File No. 1-8441.
(viii)County of Lucas, Ohio dated May 1, 1984. Incorporated by
reference to Exhibit 10(k)(ix) on Form 10-K for the year ended
December 31, 1984, File No. 1-8441.
(ix) Michigan Job Development Authority dated October 1, 1984.
Incorporated by reference to Exhibit 10(k)(x) on Form 10- K for the
year ended December 31, 1984, File No. 1-8441.
(x) Cumberland County, Pa. Industrial Development Authority Mortgage
dated October 1, 1985, and Promissory Note dated October 17, 1985.
Incorporated by reference to Exhibit 10(s)(xii) on Form 10-K for the
year ended December 31, 1985, File No. 1-8441.
(xi) Dade County, Florida, Industrial Development Authority,
Installment Purchase Contract, dated December 1, 1985. Incorporated
by reference to Exhibit 10(s)(xiv) on Form 10-K for the year ended
December 31, 1985, File No. 1-8441.
(xii) City of Memphis and County of Shelby, Tennessee, Industrial
Development Board dated October 1, 1986. Incorporated by reference to
Exhibit 10(s)(xv) on Form 10-K for the year ended December 31, 1986,
File No. 1-8441.
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<PAGE> 37
(xiii) New Jersey Economic Development Authority, Variable Rate
Demand Economic Development Bond dated February 22, 1990.
Incorporated by reference to Exhibit 10(v)(xiv) on Form 10-K for the
year ended December 31, 1990, File No. 1-8441.
(xiv) Carolina Freight Tax-Exempt Bond Grantor Trust dated May 23,
1990. Incorporated by reference to Exhibit 10(v)(xv) on Form 10-K for
the year ended December 31, 1990, File No. 1-8441.
10(q) Grantor Trust Agreement. Incorporated by reference to Exhibit 10(w)
on Form 10-K for the year ended December 31, 1989, File No. 1-8441.
10(r) Retirement contract between Carolina Freight Corporation and Palmer E.
Huffstetler dated November 1994.
11. Computation of Earnings Per Common Share.
13. 1994 Annual Report to Shareholders (pages 18 - 37).
21. List of subsidiaries of Carolina Freight Corporation.
23. Consent of Independent Public Accountants.
27. Financial Data Schedule (for SEC use only)
-36-
<PAGE> 1
EXHIBIT 10(c)
EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into this 7th day of March ,
1994, by and between CAROLINA FREIGHT CORPORATION, a North Carolina corporation
whose principal address is 1201 East Church Street, Post Office Box 1000,
Cherryville, North Carolina (hereinafter "Carolina"), and JAMES R. HERTWIG
(hereinafter "Hertwig").
1. Employment. Carolina hereby employs Hertwig, and Hertwig hereby
accepts employment upon the terms and conditions hereinafter set forth.
2. Term. The term of this agreement shall begin on the 31st day of
January, 1994, and shall continue in effect thereafter until such time as one
party shall give to the other written notice of its intention to cancel the
agreement. In the case of Carolina, the notice to Hertwig must be given two
(2) years in advance of the date on which the agreement shall be cancelled. In
the case of Hertwig, the notice to Carolina must be given thirty (30) days
prior to the intended cancellation date.
3. Compensation. For all services rendered by Hertwig under the terms
of this Agreement, Carolina shall pay to Hertwig a base salary of $135,000.00
per year, payable in bi-weekly installments.
In addition, Carolina shall provide to Hertwig the use of a Company
automobile of like style and model as is given to other officers of Carolina
for their use.
Contingent on approval by the Compensation Committee of Carolina (the
"Committee"), Carolina shall grant to Hertwig an option to purchase 10,000
share of the common stock of Carolina at the closing price for the stock on the
New York Stock Exchange on the date of the grant.
Contingent on approval of the shareholders of Carolina of the 1994
Non-Qualified Stock Option Plan of Carolina Freight Corporation and
Subsidiaries and on approval of the Compensation Committee of the Board of
Directors of Carolina, Carolina shall grant to Hertwig an additional option to
purchase 15,000 shares of the common stock of Carolina Freight Corporation at
the closing price for the stock on the New York Stock Exchange on the date of
the grant.
Carolina shall reimburse Hertwig for reasonable moving expenses in
order to move Hertwig and his family from Dallas, Texas to the Cherryville,
North Carolina general area. Carolina shall pay for services in connection
with the packing of Hertwig's personal effects and household goods, and the
loading, moving and unloading such items. Carolina shall also reimburse
Hertwig at the
1 of 5
<PAGE> 2
rate of $0.245 cents per mile to move one (1) personal automobile from
Dallas, Texas to his new residence. In addition, Carolina shall reimburse
Hertwig for reasonable expenses incurred for Hertwig and his wife to visit the
area in order to locate a suitable residence. In connection with the sale of
Hertwig's current residence in Dallas, Texas, Carolina shall reimburse Hertwig
for reasonable closing costs incurred by Hertwig on the sale of his current
residence, including reimbursement of a reasonable sales commission in the
amount normally incurred in the Dallas, Texas area.
Carolina shall reimburse Hertwig for reasonable expenses incurred in
connection with the filing of his annual income taxes. In addition, Carolina
shall reimburse Hertwig for expenses incurred in connection with legal services
rendered in regard to estate planning and/or probate matters made necessary by
virtue of the change of residence from Texas to North Carolina, provided such
services are approved in advance by the General Counsel of Carolina.
Carolina shall enter into an agreement entitled "Senior Executive
Benefit Plan Agreement" with Hertwig in the form attached hereto. Should there
be any conflict between the terms of the Senior Executive Benefit Plan
Agreement and this Agreement, the terms of the Senior Executive Benefit Plan
Agreement shall apply in regard to the benefits provided therein.
Hertwig shall be eligible to participate in other benefit plans that
are offered to all employees of Carolina, with his participation being governed
by the terms of the particular plan.
Hertwig shall participate, as an Officer (as that term is defined in
the plan), in the 1994 Carolina Freight Corporation Short-Term Bonus Plan for
Salaried Personnel as approved by the Committee. Hertwig shall also be
eligible to participate in such similar plans as may be adopted by the
Committee in future years, in the discretion of the Committee.
5. Duties. Upon approval of, and election by, the Board of Directors
of Carolina, employee shall be engaged as Vice President of Carolina, and shall
be charged with supervising and directing such efforts as may be assigned to
him by the Chief Executive Officer of Carolina. The precise services of the
employee shall be more clearly defined at a later date, and may be extended or
curtailed from time to time, at the direction and in the discretion of the
Chief Execution Officer of Carolina.
6. Extent of Services. Hertwig shall devote his entire time,
attention, and energies to the business of Carolina, and shall not, during the
term of this Agreement, be engaged in any other business activity whether or
not such activity is pursued for gain, profit or other pecuniary advantage; but
this shall not be construed as
2 of 5
<PAGE> 3
preventing Hertwig from investing his assets in such form or manner as will not
require any services on the part of Hertwig in the operation of the affairs of
the companies in which such investments are made.
7. Working Facilities. Hertwig shall be furnished with a private
office and with such equipment and assistance as is suitable to his position
and adequate for the performance of his duties.
8. Disclosure of Information. Hertwig recognizes and acknowledges
that the list of Carolina's customers, as it may exist from time to time, is a
valuable, special and unique asset of Carolina's business. Hertwig will not,
during or after the term of this employment, disclose the list of Carolina's
customers or any part thereof to any person, firm, corporation or association,
or other entity for any reason or purpose whatsoever. In the event of a breach
or threatened breach by Hertwig of the provisions of this paragraph, Carolina
shall be entitled to an injunction restraining Hertwig from disclosing, in
whole or in part, the list of Carolina's customers, or from rendering any
services to such person, firm, corporation, association, or other entity to
whom such list, in whole or in part, has been disclosed or is threatened to be
disclosed. Nothing herein shall be construed as prohibiting Carolina from
pursuing any other remedies available to it for such breach or threatened
breach, including the recovery of damages from Hertwig.
9. Expenses. Hertwig is authorized to incur reasonable expenses, as
necessary, in the conduct of his business with Carolina, including expenses for
entertainment, travel, and similar items. Carolina will reimburse Hertwig for
all such reasonable expenses upon the presentation by Hertwig, from time to
time, of itemized account of such expenditures, all in accordance with the
established policy and procedures of Carolina.
10. Vacations. Hertwig shall be entitled to two (2) weeks of
vacation in the first year of this Agreement, and shall be entitled to three
(3) weeks of vacation during the second and each subsequent year of this
Agreement.
11. Termination of Agreement. Notwithstanding anything herein
contained to the contrary, Carolina may terminate this agreement immediately
should Hertwig refuse to carry out the terms of this Agreement or to carry out
and execute any and all reasonable duties assigned to him.
12. Restrictive Covenant. During the term of this agreement and for
so long as payments shall continue from Carolina to Hertwig as part of the
notice period called for in paragraph 2 hereof, and for a period of six (6)
months thereafter, Hertwig will not compete with Carolina, or with a subsidiary
of Carolina, and shall not own,
3 of 5
<PAGE> 4
manage, operate, control, be employed by, participate in, or be connected in
any manner with the ownership, management, operation, or control of any
business similar to the type of business conducted by Carolina or its
subsidiaries at the time of termination of this Agreement. In the event of an
actual or threatened breach by Hertwig of the provisions of this paragraph,
Carolina shall be entitled to an injunction restraining Hertwig from owning,
managing, operating, controlling, being employed by, participating in, or being
in any way so connected with any business similar to any type of business
conducted by Carolina or its subsidiaries at the time of this Agreement.
Nothing herein stated shall be construed as prohibiting Carolina from pursuing
any other remedies at law or otherwise available to it for such breach or
threatened breach, including the recovery of damages from Hertwig.
13. Arbitration. Any controversy or claim arising out of, or
relating to this Agreement, or the breach thereof, shall be settled by
arbitration in the City of Charlotte, North Carolina, in accordance with the
rules then promulgated by the American Arbitration Association, and judgment
upon the award rendered may be entered in any court having jurisdiction
thereof.
14. Governing Law. This Agreement shall be governed by and construed
under the laws of the State of North Carolina.
15. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by registered mail,
return receipt requested to his residence in the case of Hertwig, or if to
Carolina, to the address shown in the first paragraph of this Agreement, marked
to the attention of the Legal Department.
16. Entire Agreement. This instrument contains the entire Agreement
of the parties and may not be changed orally, but only by an Agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification, extension or discharge is sought.
17. Assignment. The rights and obligations of Carolina under this
Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of Carolina.
4 of 5
<PAGE> 5
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
CAROLINA FREIGHT CORPORATION
(Corporate Seal)
By:__________________________ Chief
Executive Officer
Attest:
________________________
Secretary
__________________________ (SEAL)
JAMES R. HERTWIG
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<PAGE> 1
EXHIBIT 10(r)
STATE OF NORTH CAROLINA AGREEMENT BETWEEN
PALMER E. HUFFSTETLER AND
COUNTY OF GASTON CAROLINA FREIGHT CORPORATION
THIS AGREEMENT, made and entered into this 4th day of November, 1994,
between CAROLINA FREIGHT CORPORATION, a North Carolina corporation, hereinafter
called "Carolina," and PALMER E. HUFFSTETLER, hereinafter called "Huffstetler."
WHEREAS, Huffstetler has served Carolina in various capacities since
becoming employed in 1964 and currently serves as President, and
WHEREAS, Huffstetler has indicated a desire to retire from active
employment and service on the Board of Directors of Carolina (and each of its
subsidiaries) effective December 31, 1994, and
WHEREAS, Carolina and Huffstetler have mutually agreed upon the terms
and conditions of Huffstetler's retirement from all services with Carolina and
each of its subsidiary companies.
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE MUTUAL
COVENANTS HEREIN CONTAINED, IT IS AGREED AS FOLLOWS:
1. Employment Agreement and Retirement Incentive Program. The terms
and provisions of that certain Employment Agreement between Carolina and
Huffstetler dated March 10, 1993 ("Employment Contract") and the Retirement
Agreement offered to Huffstetler under the Retirement Incentive Program on
September 1, 1992 ("Retirement Program") are incorporated in this Agreement as
if fully stated herein. This Agreement is not intended to restrict or limit
benefits under the Employment Contract or Retirement Program in any manner
whatsoever. Should there be a
<PAGE> 2
conflict between the terms and provisions of either this Agreement, the
Employment Contract or the Retirement Program, then it is the intent of
Carolina and Huffstetler that each of the Agreement shall be construed in a
manner which is most beneficial to and in the best interest of Huffstetler.
Huffstetler is deemed to have satisfied all requirements of him to qualify for
those benefits set forth in both the Employment Contract and the Retirement
Program. All enhanced retirement benefits under the Carolina Freight
Corporation Employees' Pension Plan as set forth in Paragraphs 1.1, 1.2 and 1.3
of said Retirement Agreement shall be paid directly by Carolina to Huffstetler
in cash as directed by Huffstetler, and shall not be paid under said Pension
Plan. Reference is made to Attachment A which is a calculation of in-plan and
out-of-plan benefits prepared by Godwins Booke & Dickenson, actuaries of
Carolina, dated September 30, 1994. Carolina and Huffstetler agree that said
calculations substantially reflect the amounts due Huffstetler as his in-plan
and out-of-plan pension entitlements. Huffstetler understands and agrees that
those benefits identified as Non-Qualified Plan, Deferred Compensation, and 5
Plus 5 Enhancement retirement benefits will not be paid from a qualified
retirement plan and will not be eligible for any special tax benefits or tax
treatment (such as lump sum treatment or tax-free rollover) available for
benefits paid from qualified retirement plans, and will not be "grossed up" or
otherwise adjusted to take into account any such tax consequences.
<PAGE> 3
2. Compensation. As compensation for Huffstetler to be on retainer
and available to Carolina as a general advisor and consultant to management on
matters pertaining to the businesses of Carolina, Carolina shall pay to
Huffstetler the sum of Three Hundred Thousand Dollars ($300,000) payable at the
rate of One Hundred Thousand Dollars ($100,000) annually with One Thousand Nine
Hundred and Twenty Three Dollars and Eight Cents ($1,923.08) per week payable
on the last day of each week for a period of three (3) years beginning January
1, 1995 and ending December 31, 1997. In the event of Huffstetler's death
during the term of such payments, the payments shall continue to be paid to the
estate of Huffstetler or his designated beneficiary. Huffstetler shall receive
no further compensation for advising Carolina on routine matters that he is
specially suited to render advice on due to his years of experience with
Carolina. However, Huffstetler shall be compensated, as agreed between the
parties, for legal advice rendered or for handling special projects of a
non-legal nature.
3. Company Car. In lieu of transferring the unencumbered title and
ownership to Huffstetler of his company car which is a 1994 Ford Taurus,
Carolina shall pay Huffstetler Fifteen Thousand Dollars ($15,000.00) in cash as
of the last date of his employment as an employee of Carolina.
4. Deferred Compensation Plans. Huffstetler shall receive a lump sum
cash settlement for all amounts deferred under Carolina's 1986 and 1990
Deferred Compensation Plans plus interest thereon computed at the prime
interest (as that
<PAGE> 4
term is defined in such plans). Huffstetler and Carolina agree that Attachment
B substantially reflects amounts due Huffstetler under such plans and payment
shall be made not later than December 31, 1994.
5. Director Fee Continuation. Huffstetler shall receive from
Carolina the full benefit allowed under the Director Fee Continuation Agreement
without regard to his retiring from Board service prior to attaining age 60.
Such benefit payable to Huffstetler under the terms of the Plan shall be in the
amount of Eight Thousand Five Hundred Dollars ($8,500.00) annually paid in
monthly installments with the first monthly payment being made on January 1,
1995 and the last payment made December 1, 2004.
6. Life Insurance.
(a) Split-Dollar Life Insurance Plan. The
insurance policy issued on the life of Huffstetler
by the Northwestern Mutual Life Insurance Company
(Policy number 12 953 997) in the principal amount
of Seven Hundred Twenty Seven Thousand Six Hundred
and Thirty Three Dollars ($727,633.00) shall be
maintained in accordance with the terms of the
Split-Dollar Plan which also covers other executives
of Carolina, namely: Lary R. Scott, J. Braxton Vick,
Shawn W. Poole, and John B. Yorke. Should Carolina
elect to terminate the Split-Dollar Plan as to all
participants and to thereafter, within two
<PAGE> 5
(2) years, reinstate such Plan or one that is
similar to it for one (1) or more of the
above-named individuals, then Huffstetler shall
be entitled to the equivalent benefit. Carolina
shall advise Huffstetler in writing of changes
made in the Split-Dollar Plan and, in the event
benefits thereunder are eliminated, any subsequent
enhancement of Split-Dollar life insurance benefits
within the two (2) year period to one (1) or more
of the named officer group.
(b) Group Life Insurance Program. Group term life
insurance coverage shall be maintained in accordance
with the terms of the Retirement Program.
7. 1994 Bonus. Huffstetler shall be entitled to any bonus earned
during 1994 under the Bonus Plan applicable to Carolina Freight Corporation
executives and his bonus shall be calculated in accordance with the terms of
the Employment Contract and shall be paid as if he were fully employed as of
the date the bonuses become due and payable.
8. Other Company Plans. Benefits under any other plan of the
Company including, but not limited to, stock option plans, Employee Savings
and Protection Plan, and Employees' Pension Plan, shall be governed by the
terms and provisions of those plans except as modified by this Agreement.
<PAGE> 6
9. LEGAL, TAX AND PERSONAL COUNSEL. Huffstetler shall be entitled to the
benefit of legal counsel and accountants' advise regarding personal tax and
estate planning matters through December 31, 1994, the cost of which shall be
paid by Carolina.
10. RESTRICTIVE COVENANTS. One year from the date of this Agreement,
Carolina agrees to waive the effectiveness of all restrictive covenants against
Huffstetler engaging in any business which is competitive with the interest of
Carolina. Huffstetler agrees not to reveal to outside sources, without the
consent of Carolina unless required by legal process to do so, customer
information, operating data, business strategies or other information of a
sensitive, proprietary nature relating to the business operations of Carolina
(including all of its subsidiaries), unless such information has been
previously released to such outside sources or released to the public.
11. ALTERNATE DISPUTE RESOLUTION. Disputes arising between the
parties to this Agreement shall be resolved by a direct meeting of principal
representatives of the respective parties.
In the event of any dispute or difference arising between the parties
as to the construction of this Agreement, the rights, duties, or obligations of
any party or any matter arising out of or concerning any of the above, (if not
resolved in the meeting as aforementioned), any such dispute of difference
shall be referred to arbitration in accordance with the rules of the
International Chamber of Commerce providing for arbitration, as amended from
time to time, to be held in the United States of
<PAGE> 7
America.
12. Waiver, Modification, or Cancellation. Any waiver, alteration, or
modification of any of the provisions of this Agreement or Cancellation or
replacement of this Agreement shall not be valid unless in writing and signed
by the parties.
13. Effective Date. The last date of employment of Huffstetler shall
be November 10, 1994 and all pension entitlements, including those entitlements
payable outside the Pension Plan, shall be calculated as of that date.
Huffstetler shall continue his duties as President of Carolina as a special
consultant the same as if employed until December 31, 1994 and all benefits,
including (but not limited to) salary, vacation, holiday, stock option
entitlements, and other such benefits, shall be determined as if Huffstetler
were an employee of the Company up to and including December 31, 1994.
14. Construction. This Agreement shall be governed by the laws of the
State of North Carolina.
15. Assignment. This Agreement shall inure to the benefit and bind
the parties hereto and their respective legal representatives, successors, and
assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above writtten.
ATTEST: CAROLINA FREIGHT CORPORATION
BY:
---------------------------- ---------------------------------
Secretary Vice President & Chief
Financial Officer
---------------------------------
Palmer E. Huffstetler
<PAGE> 1
EXHIBIT 11
CAROLINA FREIGHT CORPORATION
COMPUTATION OF EARNINGS PER COMMON SHARE
<TABLE>
<CAPTION>
Year Ended December 31
----------------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Primary:
Earnings:
Income $ 6,777,533 $ (4,161,587) $ 3,648,346
Deduct dividends on preferred
shares (88,448) (88,448) (88,448)
--------------- --------------- ---------------
Income applicable to common stock $ 6,689,085 $ (4,250,035) $ 3,559,898
=============== =============== ===============
Shares:
Weighted average number of common
shares outstanding 6,561,672 6,561,672 6,561,634
=============== =============== ===============
Primary earnings per common share:
Net income $ 1.02 $ (0.65) $ 0.54
=============== =============== ===============
Assuming full dilution:
Earnings:
Net income $ 6,777,533 $ (4,161,587) $ 3,648,346
Deduct dividends on preferred
shares (88,448) (88,448) (88,448)
Add after tax expense applicable
to 6.25% convertible debentures 1,685,743 2,440,332 1,955,372
--------------- --------------- ---------------
Net income $ 8,374,828 $ (1,809,703) $ 5,515,270
=============== =============== ===============
Shares:
Weighted average number of common
shares outstanding 6,564,606 6,561,672 6,561,634
Assuming conversion of 6.25% convertible
debentures 1,052,505 1,052,505 1,052,505
--------------- --------------- ---------------
Weighted average number of common
shares outstanding as adjusted 7,617,111 7,614,177 7,614,139
=============== =============== ===============
Earnings per common share assuming
full dilution (see note):
Net income $ 1.10 $ (0.24) 0.72
=============== =============== ===============
</TABLE>
The calculation of fully diluted earnings per share for 1994, 1993 and 1992 is
submitted in accordance with Securities Exchange Act of 1934 Release No. 9083
although it is contrary to paragraph 40 of APB Opinion No. 15 because it
produces an anti-dilutive result.
<PAGE> 1
FINANCIAL REVIEW
Carolina Freight Corporation
<TABLE>
<S> <C>
TEN-YEAR SUMMARY .......................................................... 18
MANAGEMENT'S REVIEW ...................................................... 20
CONSOLIDATED BALANCE SHEETS .............................................. 24
CONSOLIDATED STATEMENTS OF OPERATIONS .................................... 26
CONSOLIDATED STATEMENTS OF CASH FLOWS .................................... 27
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY .......................... 28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ............................... 29
QUARTERLY DATA ........................................................... 36
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ................................. 37
</TABLE>
17
<PAGE> 2
TEN-YEAR SUMMARY
Carolina Freight Corporation
<TABLE>
<CAPTION>
(Dollar amounts in thousands, except per share data) 1994 1993 1992
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUE AND EARNINGS:
Operating revenue $ 935,940 $ 845,350 $ 801,138
Pre-tax earnings (loss) 14,828 (5,329) (9,900)
Net earnings 6,778 (4,162) 3,648
----------------------------------------------------------------------------------------
PER SHARE OF COMMON STOCK:
Earnings $ 1.02 $ (.65) $ .54
Dividends - 0.20 .50
Market value at year-end 9.63 12.75 14.63
Common book value at year-end 19.22 18.20 19.04
----------------------------------------------------------------------------------------
FINANCIAL POSITION:
Working capital (Note 2) $ (6,082) $ (21,247) $ 1,091
Current ratio (Note 2) .95 to 1 .82 to 1 1.01 to 1
Net plant and equipment $ 231,934 $ 246,428 $ 262,937
Total assets 370,314 363,938 389,254
Common stockholders' equity 126,135 119,401 124,964
Total stockholders' equity 128,346 121,612 127,175
Long-term debt, excluding debentures 18,283 21,182 45,838
Convertible subordinated debentures 49,994 49,994 49,994
Number of common stockholders 2,981 3,642 2,565
----------------------------------------------------------------------------------------
CAPITAL EXPENDITURES, NET OF DISPOSALS:
Revenue and service equipment $ 10,656 $ 11,548 $ 19,761
Land and structures 3,099 (3,097) 10,056
Other 6,907 7,354 4,192
----------------------------------------------------------------------------------------
Total $ 20,662 $ 15,805 $ 34,009
----------------------------------------------------------------------------------------
OPERATIONS:
Tons transported (thousands) 4,043 3,758 3,424
Intercity miles traveled (thousands) 270,011 270,436 250,568
Shipments handled (thousands) 5,463 5,350 5,133
Equipment owned and operated at year-end:
Tractors 4,023 4,179 4,070
Trailers 13,704 13,639 13,034
Trucks 177 164 163
Total 17,904 17,982 17,267
Employees at year-end 10,506 11,174 10,516
----------------------------------------------------------------------------------------
</TABLE>
(Note 1) Data for 1987 and 1986 have been restated to reflect the adoption of
FASB 94, Consolidation of All Majority-Owned Subsidiaries.
(Note 2) Working capital for 1989, 1988, and 1987 has been restated for the
reclassification of claims payable in excess of one year to long-term
liabilities in the amounts of $12,645,000, $8,262,000, and $6,828,000,
respectively.
OPERATING REVENUE DEBT TO EQUITY
(Dollars in Millions) (Dollars in Millions)
Area graph Area graph
18
<PAGE> 3
<TABLE>
<CAPTION>
1991 1990 1989 1988 1987 1986 1985
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
769,150 $ 738,876 $ 670,363 $ 650,236 $ 594,261 $ 595,317 $ 523,369
2,535 3,465 1,835 15,190 14,059 29,556 25,911
1,575 2,379 1,165 9,953 8,621 16,644 14,448
-------------------------------------------------------------------------------------------
$ .23 $ .35 $ .16 $ 1.50 $ 1.30 $ 2.53 $ 2.26
.60 .60 .60 .54 .50 .44 .40
20.00 13.00 18.75 24.63 20.75 35.00 28.75
19.00 19.37 19.66 20.11 19.15 18.30 16.12
-------------------------------------------------------------------------------------------
$ 10,508 $ 10,714 $ 3,348 $ 28,413 $ 36,550 $ 32,825 $ 15,435
1.11 to 1 1.12 to 1 1.04 to 1 1.33 to 1 1.44 to 1 1.36 to 1 1.21 to 1
$ 266,793 258,595 250,532 $ 229,055 $ 204,320 $ 190,481 $ 154,630
378,896 366,320 347,347 347,374 329,440 320,138 249,809
124,679 127,091 128,668 131,464 124,987 118,347 103,412
126,890 129,302 130,879 133,675 127,198 120,558 105,623
46,711 38,952 26,657 35,054 32,173 33,433 50,479
50,000 50,000 50,000 50,000 50,000 50,000 -
2,384 2,333 2,378 2,460 2,359 2,350 2,600
-------------------------------------------------------------------------------------------
$ 27,714 $ 26,194 $ 23,289 $ 34,186 $ 21,216 $ 42,510 $ 30,385
7,106 13,101 29,224 14,081 15,435 12,890 12,424
3,589 6,387 3,446 10,802 5,935 5,189 9,638
-------------------------------------------------------------------------------------------
38,409 45,682 55,959 $ 59,069 $ 42,586 $ 60,589 $ 52,447
-------------------------------------------------------------------------------------------
3,298 3,235 3,224 3,139 3,286 3,553 3,252
239,785 234,688 214,820 205,645 186,226 189,471 161,022
5,243 5,254 5,058 5,115 5,107 4,841 4,267
4,042 4,030 3,867 3,855 3,597 3,426 3,052
12,220 11,392 10,899 10,563 9,519 9,027 7,275
181 202 223 258 308 329 395
16,443 15,624 14,989 14,676 13,424 12,782 10,722
10,821 10,533 10,248 9,935 10,203 9,525 8,219
-------------------------------------------------------------------------------------------
</TABLE>
GROSS CAPITAL
EXPENDITURES TOTAL ASSETS
(Dollars in Millions) (Dollars in Millions)
Area graph Area graph
19
<PAGE> 4
MANAGEMENT'S REVIEW
Carolina Freight Corporation
RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
Overview
We are pleased to announce record revenues of $935,940,000, for fiscal
year 1994, an increase of 10.7% over 1993. Net earnings improved dramatically
to $6,778,000, or $1.02 per share, as compared to a net loss of $4,162,000 in
1993. Results for 1994 include a charge of $1,222,000, or $.19 per share, for a
change in accounting principle relating to discount rates on self-insurance
reserves.
Operating results for the full year were impacted by a number of unusual
events. In the first quarter, G.I. Trucking (GITC), the Corporation's West Coast
less-than-truckload (LTL) subsidiary, was negatively impacted by a large
earthquake in Southern California. Carolina Freight Carriers Corporation
(CFCC), the Corporation's less-than-truckload subsidiary covering the Midwest,
Northeast and Southeast, experienced severe winter weather. Both of these
factors reduced revenue and decreased productivity.
During the second quarter, the International Brotherhood of Teamsters
(IBT) imposed a strike on most unionized trucking companies. CFCC and Red Arrow
Freight Lines, Inc., the Company's two unionized subsidiaries, avoided the work
stoppage by signing an interim agreement with the IBT. Business levels for all
of the Corporation's LTL subsidiaries increased significantly during the strike.
In the fourth quarter, most of the senior management team at CFCC was
replaced. James R. Hertwig, formerly a vice president of the holding company,
was named president of CFCC. As a result of these changes and other
retirements, the Company incurred nonrecurring charges relating to severance
and retirement benefits.
Fourth quarter results were favorably impacted by reductions in overcharge
and discount reserves in our LTL operations due to the positive impact on
post-invoice adjustments as a result of the Negotiated Rates Act of 1994 and
actual claim experience settling more favorably than anticipated in the first
half of the year. In addition, increasing discount rates reduced the level of
self-insurance reserves, therefore lowering insurance expenses in the fourth
quarter. Finally, the Corporation received notice of the preliminary results of
an ongoing Internal Revenue Service audit.
--------------------------------------------------------------------------------
Less-Than-Truckload Operations
Carolina Freight Carriers Corporation and Red Arrow Freight Lines, on a
combined basis, achieved revenue of $673,353,000 in 1994, an increase of 2.3%
over 1993 revenue of $658,266,000. Revenue in 1993 exceeded 1992 revenue by
3.4%. G.I. Trucking realized a 13.3% increase in revenue for 1994 compared
with a revenue increase of 10.3% in 1993.
--------------------------------------------------------------------------------
LTL Operating Statistics
<TABLE>
<CAPTION>
1994 1993 1992
LTL TL LTL TL LTL TL
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Tons (Thousands) 2,457 510 2,396 592 2,286 559
Revenue per Ton $302.23 $ 127.50 $296.40 $117.36 $297.73 $ 117.71
Revenue per Shipment $139.61 1,031,46 $135.97 $995.43 $135.42 $1,014.52
--------------------------------------------------------------------------------
</TABLE>
CORPORATE TONS CORPORATE SHIPMENTS
TRANSPORTED HANDLED
(In Millions) (In Millions)
Area graph Area graph
20
<PAGE> 5
MANAGEMENT'S REVIEW
Carolina Freight Corporation
Shipments weighing less than 10,000 pounds are classified as
less-than-truckload (LTL) shipments. All larger shipments are classified as
truckload (TL). The table on page 20 shows tons transported and revenue per ton
for years 1992 through 1994 for the Corporation's LTL operations.
The 4.7% general rate increase on January 3, 1994, the effects of the
nationwide Teamsters strike in April, and a restructuring of the mix of
business in the LTL operations helped to improve price levels in 1994. For the
full year LTL freight rates were up approximately 2.5% over 1993 levels. A
general rate increase of approximately 4.2% was instituted by the LTL companies
on January 3, 1995.
Net earnings of the LTL companies after all nonrecurring and extraordinary
charges are shown in the following table:
--------------------------------------------------------------------------------
Net Earnings (thousands)
<TABLE>
<CAPTION>
1994 1993 1992
NET EARNINGS Net Earnings Net
(LOSS) (Loss) Earnings
--------------------------------------------------------------------------------
<S> <C> <C> <C>
Carolina $(4,483) $(7,513) $ (668)
G.I. 3,941 28 1,423
--------------------------------------------------------------------------------
</TABLE>
The earnings in the LTL operations were positively impacted by increased
volume during the Teamsters strike, improved labor productivity, and more cost
effective purchased transportation. Partially offsetting these items were
higher pay rates, increased claim costs, and higher employee benefit costs.
During the fourth quarter, CFCC and RAFL began the conversion to a
Metropolitan and Regional Distribution Center (MRDC) freight flow system.
Upon implementation, the MRDC system will reduce freight handling costs,
shorten transit times, and improve asset utilization. The MRDC concept uses a
network of distribution centers supported by local service centers to move
freight directly from origin to destination terminal. It is anticipated that
CFCC will incur one-time costs of approximately $2.0 million for relocating
employees in the MRDC network during the first quarter of 1995.
--------------------------------------------------------------------------------
Cardinal Freight Carriers, Inc.
Cardinal, operating exclusively as a truckload carrier, had 1994 revenue
of $60,849,000, a 50.6% increase over 1993. Revenue for 1993 exceeded 1992
revenue by 33.8%. Net earnings for 1994 were $4,677,000 compared to $2,224,000
in 1993 and $1,479,000 in 1992.
The 1994 operating results were positively impacted by a 7.7% increase in
revenue per ton and a 1.2% decrease in the percentage of empty miles. The
continued modernization of Cardinal's fleet reduced fuel and maintenance costs.
Tonnage was up 39.8% for 1994 along with a 44.0% increase in vehicle miles.
It is anticipated that Cardinal's revenue growth will continue into 1995
due to the limited capacity in the regional truckload marketplace, the company's
planned equipment additions, and expansion of the owner-operator program.
Cardinal has created a new division, Cardinal Logistics, to expand its customer
service capabilities and to capitalize on intermodal opportunities.
COMMON BOOK VALUE
PER SHARE AT YEAR-END EMPLOYEES AT YEAR-END
(In Dollars) (In Thousands)
Area graph Area graph
21
<PAGE> 6
MANAGEMENT'S REVIEW
Carolina Freight Corporation
--------------------------------------------------------------------------------
CaroTrans International, Inc.
On April 1, 1994 the Company formed CaroTrans International, Inc. Previously,
the Company's international operations were conducted through CFCC and
Innovative Logistics, both of which have operated as non-vessel operating
common carriers (NVOCCs). As an NVOCC, CaroTrans is positioned to offer a
broad range of services with greater flexibility.
A key component of the competitive strategy at CaroTrans is its E-Sea
Sail(R) computer system. This software simplifies international shipping by
allowing the electronic transfer of information relating to the issuance of
ocean bills of lading and booking ocean transportation.
For 1994, CaroTrans had revenues of $37,574,000 with net earnings of
$1,738,000. Based on the positive impact of an improving world economy, the
North American Free Trade Agreement, and the General Agreement on Trade and
Tariffs, CaroTrans revenues are expected to grow significantly in 1995.
--------------------------------------------------------------------------------
The Complete Logistics Company
CLC, a full-service equipment and driver leasing company, generated 1994
revenue of $21,897,093, an increase of 33.1% over 1993 revenue. Net earnings
were $1,249,000 in 1994 compared with $945,000 in 1993 and $391,000 in 1992.
Complete Logistics experienced rapid growth in 1994 due to their expansion
of existing business and the opening of new regional offices. In August the
company purchased the assets of Flanagan Trucking, Inc. in Atlanta. During this
period of rapid growth, the company maintained operating margins through
strict cost control and improved information systems.
In 1995, CLC plans to open new regional offices. It is anticipated that
expansion of service territory will increase revenue while expanding the market
presence of the company to the Midwest, Southwest, and Southeast. In March of
1995, CLC acquired the assets, business and customer base of Morada
Distribution, Inc., a logistics company located in Stockton, California.
--------------------------------------------------------------------------------
General Information
The fiscal year of the Corporation consists of three 12-week quarters and a
final 16-week quarter. The income tax provision rate for 1994 was 46.0% compared
to 21.9% for 1993 and 37.5% for 1992. The Income Taxes footnote to the Financial
Statements contains an analysis of the income tax provision and a discussion of
FASB Statement No. 109 on accounting for income taxes.
For a discussion of FASB Statement No. 106 regarding post-retirement
benefits other than pensions, refer to the Employee Retirement Plans footnote
to the Financial Statements.
For discussion of the effect of changing the Corporation's policy for
revenue recognition in 1992, as required by the FASB Emerging Issues Task Force
and the Securities and Exchange Commission directive on discount rates for
reserves, refer to the Summary of Significant Accounting Policies footnote to
the Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES
The Corporation is in sound financial condition at December 31, 1994. Net
working capital at December 31, 1994 was a negative $6.1 million; cash and
temporary investments were $9.7 million. Net working capital was a negative
$21.2 million at December 31, 1993; cash and temporary investments were $6.5
million. At December 31, 1992 net working capital was a negative $8.3 million;
cash and temporary investments were $6.8 million.
Capital expenditures during 1994, net of dispositions, amounted to $20.7
million. Expenditures for revenue and service equipment totaled $17.4 million;
expenditures for acquisition, construction, and renovation of land and
buildings amounted to $4.0 million; and $7.0 million was expended for office,
shop, and terminal equipment. These expenditures were financed through
internally generated funds. The proceeds from dispositions totaled $7.7
million.
Planned net capital expenditures for 1995 are $29.0 million. It is
anticipated that approximately $15.8 million will be expended for revenue and
service equipment; $5.5 million on terminal construction and renovation; and
$7.7 million for office, computer, and terminal equipment.
22
<PAGE> 7
MANAGEMENT'S REVIEW
Carolina Freight Corporation
Management anticipates that 1995 capital expenditures and other working
capital requirements will be financed through internally generated funds and
borrowings under the revolving credit agreement. Management does not anticipate
that the maximum borrowing level under the revolving credit agreement will be
exceeded in 1995.
In December 1993 the Corporation entered into an agreement to sell, on a
revolving basis, a $60 million ownership interest in a designated pool of its
customer receivables. The pool of receivables eligible for sale is held by a
trust in which the Corporation retains the residual ownership interest. The
agreement for this revolving sale of receivables expires in December 2000.
On March 17, 1994, Carolina Freight Carriers and Red Arrow Freight Lines
entered into a new $45,000,000 revolving credit and letter of credit agreement
with a group of banks. Under this agreement, which currently provides
approximately $10,000,000 ($15,000,000 at December 31, 1994) of revolving line
of credit availability, $35,000,000 of letters of credit and expires on June
30, 1996, substantially all of their revenue and service equipment, $45.8
million of their land and structures, and the Corporation's customer receivables
held by trust are pledged as collateral. This agreement and other existing
agreements contain restrictions regarding the maintenance of specified
debt-to-equity, tangible net worth, and cash flow ratios.
At December 31, 1994, there were no outstanding borrowings under the terms
of the revolving credit agreement.
The long-term debt-to-equity ratio of the Corporation at December 31, 1994
was 53.2% compared with 58.5% at December 31, 1993 and 75.4% at December 31,
1992.
Several debt agreements contain restrictions regarding the maintenance
of specified debt-to-equity, tangible net worth, and cash flow ratios. See
"Notes to Consolidated Financial Statements - Long-Term Debt." These debt
obligations are primarily those of Carolina Freight Carriers and Red Arrow
Freight Lines, and the restrictions have not affected, and are not expected to
affect, the ability of the Corporation to meet its consolidated obligations.
The Corporation began a 10-year program in 1989 to upgrade its underground
storage tanks. Of the approximately 400 tanks maintained by the operating
subsidiaries, all will be either retrofitted with protective devices, replaced,
or eliminated. In 1994, the sixth year of the 10-year plan, the Corporation
experienced varying amounts of contamination at most of the underground tank
locations where work was performed. The contamination resulted from overfilling
of tanks, spills, or leaks in either the tanks or connected pipes. The amounts
of contamination encountered are considered to be at levels that normally would
be expected considering the age of those tanks. Management expects this trend
to continue during the balance of the 10-year period but to a lesser extent in
future years due to stricter controls on fuel handling implemented during 1989.
Carolina Freight Carriers has also been named as a potentially responsible
party at a number of former waste disposal sites. In these instances the
Company's involvement was limited and relatively minor. The liability for
involvement, if any, is joint and several. However, based on all known
information, it is estimated that CFCCs share of remediation costs at all such
sites would be approximately $300,000, which has been expensed in prior years.
23
<PAGE> 8
CONSOLIDATED BALANCE SHEETS
Carolina Freight Corporation
<TABLE>
<CAPTION>
December 31,
----------------------
(Dollars in thousands) 1994 1993
-------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 4,710 $ 6,502
Temporary investments 5,011 -
Investments restricted under letter of credit
arrangements (at cost, which approximates market) 1,383 1,370
Customer and interline receivables, net 16,924 10,091
Customer receivables held by trust, net 38,782 35,787
Other receivables, net 13,260 6,985
Reinsurance balances receivable 12,149 13,815
Prepayments -
Tires on equipment in use 12,869 13,632
Other 6,871 5,755
Inventories of operating supplies 2,882 2,869
-------------------------------------------------------------------------------
Total current assets 114,841 96,806
-------------------------------------------------------------------------------
Plant and Equipment, at cost:
Revenue and service equipment 260,378 267,112
Land and structures 180,706 179,220
Other equipment 63,947 57,356
Leasehold improvements 2,048 1,512
-------------------------------------------------------------------------------
507,079 505,200
Less - Accumulated depreciation and amortization (275,145) (258,772)
-------------------------------------------------------------------------------
Net plant and equipment 231,934 246,428
-------------------------------------------------------------------------------
Investments restricted under letter of credit
arrangements (at cost, which approximates market) 8,492 8,799
Other Assets 15,047 11,905
-------------------------------------------------------------------------------
$ 370,314 $ 363,938
===============================================================================
</TABLE>
24
<PAGE> 9
<TABLE>
<CAPTION>
December 31,
------------------
(Dollars in thousands, except share data) 1994 1993
--------------------------------------------------------------------------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 34,525 $ 33,266
Accrued wages, salaries and vacation pay 36,114 34,191
Claims and insurance accruals 31,860 33,084
Income taxes
Current 1,439 522
Deferred -- --
Other payables and accrued expenses 13,779 11,496
Current maturities of long-term debt 3,206 5,494
--------------------------------------------------------------------------------
Total current liabilities 120,923 118,053
--------------------------------------------------------------------------------
Long-Term Debt:
6.25% Convertible Subordinated Debentures, Due 2011 49,994 49,994
Other long-term debt 18,283 21,182
--------------------------------------------------------------------------------
Total long-term debt 68,277 71,176
--------------------------------------------------------------------------------
Reserves and Deferred Credits:
Income taxes 17,779 15,168
Other deferred liabilities 7,813 8,211
Insurance claims 27,176 29,718
--------------------------------------------------------------------------------
Total reserves and deferred credits 52,768 53,097
--------------------------------------------------------------------------------
Leases, Commitments and Contingencies
Stockholders' Equity:
Preferred stock, $100 par value, 4% cumulative, authorized
25,000 shares, outstanding 22,112 shares 2,211 2,211
Common stock, $.50 par value, authorized 20,000,000
shares, outstanding 6,561,672 shares in 1994 and 1993 3,281 3,281
Paid-in capital 44,393 44,349
Retained earnings 78,461 71,771
--------------------------------------------------------------------------------
Total stockholders' equity 128,346 121,612
--------------------------------------------------------------------------------
$370,314 $363,938
================================================================================
</TABLE>
The notes to consolidated financial statements are an integral part of these
balance sheets.
25
<PAGE> 10
CONSOLIDATED STATEMENTS OF OPERATIONS
Carolina Freight Corporation
<TABLE>
<CAPTION>
For the years ended December 31,
------------------------------------------
(Dollars in thousands, except share data) 1994 1993 1992
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING REVENUE $935,940 $845,350 $801,138
---------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Employee compensation
Linehaul 156,790 149,514 139,474
Pickup and delivery 145,356 141,033 134,257
Platform and terminal 188,489 181,192 169,370
Other 73,960 66,388 62,894
---------------------------------------------------------------------------------------------------------
Total employee compensation 564,595 538,127 505,995
Fuel and fuel taxes 46,611 43,364 41,035
Tires, repair parts and other operating expenses 43,482 39,523 35,524
Operating taxes and licenses 12,610 12,352 11,962
Insurance premiums and claims 24,103 24,386 26,413
Communications and utilities 11,825 11,185 11,545
Depreciation and amortization, net of gain
(loss) on disposition of operating assets
{1994-($15); 1993-$3,222; 1992-($886)} 34,690 31,887 40,670
Purchased transportation 124,496 100,717 88,233
Equipment and building rents 5,463 5,041 5,063
General supplies and expenses 40,831 33,730 30,905
Nonrecurring charges 1,026 4,408
---------------------------------------------------------------------------------------------------------
Total operating expenses 909,732 840,312 801,753
---------------------------------------------------------------------------------------------------------
EARNINGS (LOSS) FROM OPERATIONS 26,208 5,038 (615)
---------------------------------------------------------------------------------------------------------
OTHER INCOME AND (EXPENSES):
Interest expense (6,232) (6,553) (6,565)
Interest income 764 415 509
Other expense, net (5,912) (4,229) (3,229)
---------------------------------------------------------------------------------------------------------
(11,380) (10,367) (9,285)
---------------------------------------------------------------------------------------------------------
EARNINGS (LOSS) BEFORE INCOME TAXES 14,828 (5,329) (9,900)
INCOME TAX PROVISION (BENEFIT) 6,828 (1,167) (3,712)
---------------------------------------------------------------------------------------------------------
Net earnings (loss) before cumulative effect
of changes in accounting principles 8,000 (4,162) (6,188)
Cumulative effect of changes in accounting principles (1,222) 9,836
---------------------------------------------------------------------------------------------------------
NET EARNINGS (LOSS) $ 6,778 ($ 4,162) $ 3,648
=========================================================================================================
Net earnings (loss) per share before cumulative
effect of changes in accounting principles $ 1.21 ($ .65) ($ .96)
Cumulative effect of changes in accounting principles (.19) - 1.50
---------------------------------------------------------------------------------------------------------
NET EARNINGS (LOSS) PER SHARE $ 1.02 ($ .65) $ .54
=========================================================================================================
</TABLE>
The notes to consolidated financial statements are an integral part of these
statements.
26
<PAGE> 11
CONSOLIDATED STATEMENTS OF CASH FLOWS
Carolina Freight Corporation
<TABLE>
<CAPTION>
For the years ended December 31,
-------------------------------------------
(Dollars in thousands) 1994 1993 1992
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) for the year $ 6,778 $ (4,162) $ 3,648
Noncash items included in earnings (loss):
Depreciation and amortization 34,675 35,109 39,784
Deferred income taxes 1,095 (3,612) (3,439)
Cumulative effect of accounting principle
change on deferred tax accounts (777) - (12,203)
Net proceeds from sales of receivables - 25,000 -
Increase in customer and interline receivables (9,828) (14,445) (5,055)
Increase in accounts payable 1,259 909 7,344
Increase (decrease) in claims payable and insurance accruals (3,766) 2,500 11,331
Net increase (decrease) in other working capital items 135 2,457 (253)
Other, net (414) (3,187) (345)
-----------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 29,157 40,569 40,812
-----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of plant and equipment:
Revenue and service equipment (17,392) (17,283) (22,235)
Land and structures (4,048) (4,665) (10,152)
Other equipment and leasehold improvements (6,907) (7,354) (4,192)
Proceeds from disposal of plant and equipment 7,685 13,497 2,570
-----------------------------------------------------------------------------------------------------------------
Net cash used for investing activities (20,662) (15,805) (34,009)
-----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt 812 578 1,567
Repayment of long-term debt (6,000) (6,265) (3,258)
Net proceeds from (repayments of)
revolving credit agreements - (18,000) (500)
Common stock issued - - 6
Dividends on common and preferred stock (88) (1,401) (3,369)
-----------------------------------------------------------------------------------------------------------------
Net cash used for financing activities (5,276) (25,088) (5,554)
-----------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND TEMPORARY INVESTMENTS 3,219 (324) 1,249
CASH AND TEMPORARY INVESTMENTS AT BEGINNING OF YEAR 6,502 6,826 5,577
-----------------------------------------------------------------------------------------------------------------
CASH AND TEMPORARY INVESTMENTS AT END OF YEAR $ 9,721 $ 6,502 $ 6,826
=================================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
Cash paid during the year for:
Interest $ 5,374 $ 6,563 $ 6,511
Income taxes 5,593 682 831
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
A capital lease obligation of $3,196,000 was incurred
in 1992 when the Company entered into a lease for
new computer equipment.
=================================================================================================================
</TABLE>
The notes to consolidated financial statements are an integral part of these
statements.
27
<PAGE> 12
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
Carolina Freight Corporation
<TABLE>
<CAPTION>
Preferred Common Paid-in Retained
(Dollars in thousands) Stock Stock Capital Earnings
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balances at December 31, 1991 $2,211 $3,281 $44,343 $77,055
Net earnings for the year - - - 3,648
Dividends declared:
Preferred stock - $4.00 per share - - - (88)
Common stock - $.50 per share - - - (3,281)
Debentures converted (126 shares) - - 6 -
------------------------------------------------------------------------------
Balances at December 31, 1992 2,211 3,281 44,349 77,334
Net loss for the year - - - (4,162)
Dividends declared:
Preferred stock - $4.00 per share - - - (88)
Common stock - $.20 per share - - - (1,313)
------------------------------------------------------------------------------
Balances at December 31, 1993 2,211 3,281 44,349 71,771
Net earnings for the year - - - 6,778
Dividends declared:
Preferred stock - $4.00 per share - - - (88)
Contributed capital - - 44 -
------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 1994 $2,211 $3,281 $44,393 $78,461
==============================================================================
</TABLE>
The notes to consolidated financial statements are an integral part of these
statements.
28
<PAGE> 13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Carolina Freight Corporation
December 31, 1994, 1993 and 1992
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
--------------------------------------------------------------------------------
Principles of Consolidation:
The accompanying consolidated financial statements include the accounts of
Carolina Freight Corporation (the Corporation) and its wholly owned
subsidiaries, Carolina Freight Carriers Corporation (CFCC), Red Arrow Freight
Lines, Inc. (Red Arrow), G.I. Trucking Company (G.I.), Cardinal Freight
Carriers, Inc., CaroTrans International, Inc., Carrier Computer Services, Inc.,
The Complete Logistics Company, Innovative Logistics Incorporated, Carolina
Breakdown Services, Inc., Carolina Freight Funding Corporation, Motor Carrier
Insurance, Ltd. (MCI), CaroTrans Canada, Ltd., and Carolina Freight de Mexico,
S.A. de C.V. All significant intercompany accounts and transactions have been
eliminated in consolidation.
Certain amounts for prior years have been reclassified to conform with
statement presentations for 1994. The reclassifications have no effect on
stockholders' equity or net income as previously reported.
--------------------------------------------------------------------------------
Securitization of Receivables:
In December 1993, the Corporation entered into an agreement to sell, on a
revolving basis, a $60 million ownership interest in a designated pool of its
customer receivables. The pool of receivables eligible for sale is held by a
trust in which the Corporation retains the residual ownership interest. As of
December 31, 1994 and 1993, customer and interline receivables are shown net of
$98,782,000 and $95,786,000 respectively of receivables transferred to the
trust. The Corporations interest in the pool of receivables held by the trust
is included in customer receivables held by trust, net, on the accompanying
1994 and 1993 balance sheets.
The agreement for this revolving sale of receivables expires in December
2000. Investment banking, legal and other costs associated with executing this
transaction of $750,000 are included in other expense, net, on the accompanying
1993 statement of operations.
The Corporation maintains an allowance for doubtful accounts ($5,683,000
in 1994 and $5,182,000 in 1993) based upon the expected collectibility of all
customer and interline receivables, including receivables sold.
The ongoing cost of these programs of $3,937,000 in 1994 and $1,494,000
in 1993 are included in other expense, net, on the accompanying statements of
operations.
--------------------------------------------------------------------------------
Reinsurance Receivables:
Reinsurance receivables represent amounts due to MCI, the Corporations
wholly-owned captive insurance subsidiary, from United Insurance Company
(United) for reinsurance premiums and amounts advanced to United for payment of
insurance claims.
--------------------------------------------------------------------------------
Plant and Equipment:
The cost of revenue equipment does not include the cost of tires, which is
carried as a prepaid expense and amortized over the estimated tire lives.
Depreciation of plant and equipment is computed on the straight-line basis for
financial statement purposes over the following estimated useful lives: revenue
and service equipment (3 to 10 years, 5-15% salvage); structures (15 to 50
years); other equipment (3 to 10 years, 0-10% salvage); and leasehold
improvements (lease term).
--------------------------------------------------------------------------------
Maintenance and Repairs:
Expenditures for normal maintenance and repairs are expensed, whereas those for
renewals or betterments that affect the nature of an asset or increase its
useful life are capitalized. Upon the retirement of fixed assets, the related
accumulated depreciation is removed from the accounts and any gain or loss is
reflected in the Corporation's statement of earnings with the exception of gains
on trade-ins, which are included in the bases of the new assets.
--------------------------------------------------------------------------------
Claims and Insurance Accruals:
Claims and insurance accruals reflect the Corporation's estimated cost of
uninsured claims incurred but not paid prior to year-end for cargo loss and
damage, bodily injury and property damage, workers compensation, noncontractual
employees medical expenses, and revenue adjustments. The present value of such
claims is accrued using a risk free treasury rate that averaged 7.7% for 1994
and a discount rate of 7% for 1993. The total undiscounted liability (both
current and long-term) was $67,715,000 as of December 31, 1994, and $73,474,000
as of December 31, 1993.
29
<PAGE> 14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Carolina Freight Corporation
--------------------------------------------------------------------------------
Environmental Accruals:
Costs incurred to remediate environmental contamination, caused primarily by
defective underground storage tanks, are recorded when it is probable that a
liability has been incurred and the related amount can be reasonably estimated.
In situations where a single estimate of such costs cannot be developed, it is
the Corporations policy to record its estimated minimum exposure. Losses
resulting from environmental liabilities are reduced by claims for potential
recoveries from third parties when collection of the recoverable amounts is
probable.
--------------------------------------------------------------------------------
Income Taxes:
The Corporation recognizes income taxes in accordance with Financial Accounting
Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No.
109, "Accounting for Income Taxes", which utilizes an asset and liability method
of accounting for income taxes. Under the asset and liability method, deferred
income taxes are recognized for the tax consequences of temporary differences
by applying enacted statutory tax rates to differences between financial
statement carrying amounts and tax bases of existing assets and liabilities.
Under SFAS No. 109, the effect on deferred taxes of a change in tax rates is
recognized in income in the period that includes the enactment date. The
Company recorded an additional $580,000 deferred tax in 1993 to reflect the
corporate tax rate increase to 35%.
--------------------------------------------------------------------------------
Post-retirement Benefits Other Than Pensions:
The Corporation recognizes post-retirement benefits in accordance with SFAS No.
106, "Employers Accounting for Post-retirement Benefits Other than Pensions".
Under SFAS No. 106, the Corporation is required to accrue the estimated cost of
post-retirement benefits other than pensions during its employees active
service periods.
--------------------------------------------------------------------------------
Post-employment Benefits:
Effective January 1, 1994, the Corporation adopted SFAS No. 112, "Employers
Accounting for Post-employment Benefits". Under SFAS No. 112, the Corporation is
required to accrue the estimated cost of post-employment benefits during its
employees' active service periods. Prior to January 1, 1994, the Corporation
expensed the cost of these benefits when paid.
--------------------------------------------------------------------------------
Insurance Reserves Discount Rate:
Effective January 1, 1994, the Corporation adopted the Securities and Exchange
Commission directive for publicly held corporations that insurance liabilities
be reduced to present values at a "risk free" rate. Prior to January 1, 1994 the
Corporation used a 7% interest rate.
--------------------------------------------------------------------------------
Recognition of Revenue:
The Corporation's revenue recognition policy is to recognize revenue on a
percentage-of-completion basis.
--------------------------------------------------------------------------------
Earnings Per Share:
Earnings per share have been computed based on the weighted average number of
common shares outstanding, which was 6,563,705 in 1994, 6,561,672 in 1993, and
6,561,634 in 1992.
--------------------------------------------------------------------------------
Statement of Cash Flows:
The Corporation considers all highly liquid investments with a maturity of
three months or less when purchased to be temporary investments.
CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES:
As discussed in the Accounting Policies footnote, the Corporation changed its
methods of accounting for post-employment benefits as of January 1, 1994. The
cumulative effect of this change in 1994 is immaterial. The Corporation also
changed the interest rate used to reduce insurance reserves to their present
value to a "risk free" rate effective January 1, 1994. The cumulative effect of
this change on 1994 net earnings is a reduction of $1,222,000. The Corporation
changed its methods of accounting for income taxes, post-retirement benefits
other than pensions and revenue recognition as of January 1, 1992. The
cumulative effect of each of these changes on 1992 net earnings is discussed in
the following footnotes and is summarized as follows (in thousands):
<TABLE>
<S> <C>
Change in accounting for
deferred tax liabilities $12,203
Record liability for post-retirement
benefits, net of related income taxes (570)
Change in method of revenue recognition,
net of related income taxes (1,797)
--------------------------------------------------------------------------------
$ 9,836
================================================================================
</TABLE>
30
<PAGE> 15
INCOME TAXES:
The Corporation adopted SFAS No. 109, "Accounting for Income Taxes", effective
January 1, 1992. The cumulative effect on prior years of this change in
accounting principle increases 1992 net earnings by $12,203,000 or $1.86 per
share, and is reported as part of the cumulative effect of changes in
accounting principles in the accompanying 1992 consolidated statements of
operations.
The provision for income taxes consists of the following:
<TABLE>
<CAPTION>
(in thousands) 1994 1993 1992
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Current provision (benefit)
Federal $ 3,887 $ 1,856 $ (276)
State 1,846 589 3
-------------------------------------------------------------------------------
5,733 2,445 (273)
-------------------------------------------------------------------------------
Deferred taxes arising from
Accelerated depreciation
and other book/tax
differences for plant
and equipment (2,172) (1,542) 616
Prepaid tires expensed
for tax purposes (293) (18) (137)
Reserves not currently
deductible (1,530) (3,493) (1,905)
Revenue not currently
taxable 115 531 413
Effect of alternative
minimum tax 4,859 839 (1,668)
Effect of increase
in tax rate - 580 -
Other, net 116 (509) (496)
-------------------------------------------------------------------------------
1,095 (3,612) (3,177)
Investment tax credit-
Amortization - - (262)
-------------------------------------------------------------------------------
Total provision (benefit) $ 6,828 $(1,167) $(3,712)
===============================================================================
</TABLE>
The total provision for income taxes varies from the statutory corporate
tax rate for the following reasons:
<TABLE>
<CAPTION>
(in thousands) 1994 1993 1992
------------------------------------------------------------------------------
<S> <C> <C> <C>
Statutory federal tax rate 35.0% (35.0%) (34.0%)
Increase(reduction) in
taxes resulting from:
Increase in tax rate to 35% - 10.9 -
Amortization of investment
tax credit,net of tax basis
reduction impact - - (2.6)
Nondeductible business
expenses 5.2 6.4 1.9
Nontaxable life insurance
(proceeds) costs, net (1.1) (2.9) (1.7)
State income taxes,
net of federal tax benefit 4.4 (3.4) (3.9)
Other items, net 2.5 2.1 2.8
------------------------------------------------------------------------------
Actual tax rate 46.0% (21.9%) (37.5%)
==============================================================================
</TABLE>
The tax effect of temporary differences giving rise to the Company's
consolidated deferred tax liability at December 31, 1994 and December 31, 1993
are as follows:
<TABLE>
<CAPTION>
1994 1993
-------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets
Claims and insurance reserves $ 19,481 $ 17,878
Alternative minimum tax
credit carryforward 843 5,702
Allowance for bad debts 2,218 2,010
Accrued vacation payable 5,658 5,049
Deferred compensation costs 1,281 1,921
Other 2,024 215
-------------------------------------------------------------------------------
Deferred tax assets 31,505 32,775
Deferred tax liabilities
Depreciation and other
differences for plant
and equipment (29,365) (31,192)
Accrued pension costs (6,791) (5,862)
Prepaid tires (5,070) (5,303)
Unearned revenue (4,933) (4,754)
-------------------------------------------------------------------------------
Deferred tax liabilities (46,159) (47,111)
Net deferred tax liabilities $(14,654) $(14,336)
===============================================================================
</TABLE>
31
<PAGE> 16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Carolina Freight Corporation
The Company did not record any valuation allowances against deferred
tax assets. In the opinion of management, the reversal of taxable temporary
differences will allow the realization of the deferred tax assets.
In 1992, the Corporation was in an alternative tax position as the
Corporation's alternative minimum tax benefit was less than its regular tax
benefit by $1,668,000. In 1994 and 1993, the Corporation was in a regular tax
position and was able to partially utilize its existing minimum tax credit
carryforward. The cumulative alternative minimum tax in excess of regular tax
of $843,000 at December 31, 1994 is available as a credit in future years when
regular tax exceeds alternative minimum tax.
The Internal Revenue Service (IRS) has substantially completed its
examinations of the Company's federal income tax returns for the three years
ended December 31, 1991, and has raised potential adjustments in several areas.
The IRS is expected to issue a statutory Notice of Deficiency in 1995 for
additional taxes, plus interest, relating to those years. The most significant
issue raised relates to the deductibility of certain pension payments made by
the Company to underfunded multi-employer pension plans, deductions that in
managements opinion have been consistently taken throughout the industry. The
Company disagrees with the IRS on the matter of the pensions and intends to
pursue its judicial remedies as necessary. Full loss of the disputed pension
matter, plus interest costs through December 31, 1994, would result in a charge
to net earnings of approximately $2,500,000 or $.38 per share. In the opinion
of management, adequate provision has been made for all income taxes and
related interest; any liability that may arise for prior periods, as a result
of the proposed IRS adjustments (excluding the final resolution of the pension
issue), will not have a material effect on the Company's consolidated financial
position or its results of operations.
LONG-TERM DEBT:
Long-term debt at December 31, 1994 and 1993 consisted of the following (in
thousands):
<TABLE>
<CAPTION>
1994 1993
---------------------------------------------------------------------------------------------------------
Long term Current Long-term Current
Portion Portion Portion Portion
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
6.25% Convertible Subordinated Debentures,
Due 2011, issued in April 1986 $49,994 $ - $49,994 $ -
9.4% Note - due $365,000 quarterly through January 1995
with balance of $545,000 due April 1995 - - - 2,370
7.25% to 8.125% Industrial Revenue Bonds due through 1996,
collateralized by certain terminal properties - - 236 294
Industrial Revenue Bonds due through October 2001,
bearing interest at 65% to 88% of prime rate,
collateralized by certain terminal properties 6,449 969 7,418 732
Industrial Revenue Bonds due through October 1998,
bearing interest at 65.6% of prime rate plus 2%,
collateralized by certain terminal properties 528 189 740 188
8% to 10% Notes - due monthly through August 2003,
collateralized by certain terminal properties
and computer equipment 271 66 337 60
Capitalized Computer Leases expiring December 31, 1997
with interest of 6.91% 4,394 1,978 6,372 1,846
Other (primarily borrowings against life insurance
policies bearing interest at 7.40% to 11.75%) 6,641 4 6,079 4
---------------------------------------------------------------------------------------------------------
Total $68,277 $3,206 $71,176 $5,494
=========================================================================================================
</TABLE>
32
<PAGE> 17
--------------------------------------------------------------------------------
Carolina Freight Corporation
The 6.25% Convertible Subordinated Debentures may be converted into common
stock at $47.50 per share. The price of the common stock of the Corporation on
the date of issue was $38. The Corporation may redeem the debentures at a price
of 101.25% declining to 100% at April 15, 1996. FASB 107, "Disclosures about
Fair Value of Financial Instruments" requires that the fair value of the
debentures be disclosed. The debentures had a quoted market value of
$33,371,000 at December 31, 1994, and $42,995,000 at December 31, 1993. At
December 31, 1994 the Corporation had other fixed rate obligations of
$13,354,000. In the opinion of management, based on the borrowing rates
currently available to the Corporation for loans with similar terms and
maturities, the recorded amounts closely approximate fair value.
On March 17, 1994, Carolina Freight Carriers Corporation and Red Arrow
Freight Lines entered into a new $45,000,000 revolving credit agreement with a
group of banks. Under this agreement, which currently provides approximately
$10,000,000 ($15,000,000 at December 31, 1994) of revolving line of credit
availability, $35,000,000 of letters of credit and expires June 30, 1996,
substantially all of their revenue and service equipment, $45.8 million of
their land and structures and the Corporation's customer receivables held by
trust, are pledged as collateral. This agreement and existing agreements
contain restrictions regarding the maintenance of specified debt, tangible net
worth, and cash flow ratios. CFCC paid off the 9.40% note and $456,000 of
certain other debt with amounts borrowed under this agreement. The interest
rate for borrowings under this agreement will be, at the Corporation's option,
the lead banks base rate or another variable rate which fluctuates (in part)
based on changes in certain financial ratios of the Corporation. This agreement
states that the occurrence of a material adverse change in the Corporations
financial condition, as determined by the participating banks, is an event of
default. If an event of default occurs, then the lenders may declare the
outstanding borrowings under the agreement, certain other debt, and all
interest thereon to be due and payable. At December 31, 1994 there was no
indebtedness under the revolving line of credit availability.
At December 31, 1993, Carolina had a loan commitment of $25 million under
an unsecured revolving credit agreement (credit agreement) with a group of
banks. The credit commitment was reduced by $10 million on December 29, 1993.
There was no indebtedness under the credit agreement as of Decem ber 31, 1993.
This agreement expired in March 1994 and was replaced by the $45 million
revolving credit agreement discussed above.
The maximum amount outstanding under the agreement at any month-end, the
average amount outstanding during the year, and the weighted average interest
rates were (in thousands):
<TABLE>
<CAPTION>
1994 1993 1992
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum amount
outstanding at
month-end $12,000 $35,000 $25,500
Average amount
outstanding 3,305 27,592 22,668
Average
interest rate 6.1% 4.8% 4.4%
</TABLE>
The agreement carries a commitment fee which varies depending on changes
in certain financial ratios. Unused commitment fee was .375% in 1994.
The aggregate annual maturities of long-term debt for each of the five
years ending December 31 are as follows: 1995-$3,206,000; 1996-$3,945,000;
1997-$6,489,000; 1998-$3,754,000; and 1999-$3,489,000.
33
<PAGE> 18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Carolina Freight Corporation
EMPLOYEE RETIREMENT PLANS:
The Corporation has three pension plans to provide retirement benefits to
employees not covered by collective bargaining agreements.
The following table sets forth the defined benefit plans' funded status at
December 31 (in thousands):
<TABLE>
<CAPTION>
1994 1993
-------------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value
of benefit obligations -
Vested benefits $ 55,523 $ 51,594
Nonvested benefits 2,342 2,636
Accumulated benefit obligations 57,865 54,230
Effect of projected future
compensation levels 16,263 13,950
Projected benefit obligations 74,128 68,180
Plans assets at fair market value 72,969 73,046
-------------------------------------------------------------------------------
Plans assets in excess of projected
benefit obligations $ (1,159) $ 4,866
===============================================================================
Consisting of:
Unrecognized net assets at
January 1, 1986 net of
amortization over 13-19 years $ 2,137 $ 2,636
Unrecognized net gain due to
past experience different from
assumptions made 7,381 13,356
Less: Unfunded accrued
pension cost (10,677) (11,126)
-------------------------------------------------------------------------------
Total $ (1,159) $ 4,866
===============================================================================
</TABLE>
The plans assets consist primarily of corporate stocks, United States
government securities, common trust bond funds and real estate investments. The
plans hold approximately 38,000 shares of the Corporation's common stock. A 7.5%
weighted average discount rate and a 5.5% rate of increase in future payroll
costs were used in determining the actuarial present value of the projected
benefit obligations. The expected long-term rate of return on assets was 7.5%.
The net periodic pension cost of defined benefit plans include the
following components (in thousands):
<TABLE>
<CAPTION>
1994 1993 1992
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Service costs (benefits
earned during the year) $4,226 $4,466 $4,447
Interest cost on projected
benefit obligations 5,073 4,686 4,619
Actual return on
plan assets 1,458 (8,135) (3,921)
Net amortization
and deferral (7,702) 2,225 (2,977)
Net periodic
pension cost 3,055 3,242 2,168
===============================================================================
</TABLE>
An additional benefit plan provides certain death and retirement
benefits for the officers and directors of the Corporation. As of December 31,
1993, the projected and accumulated benefit obligations of the plan were
$2,823,000, of which $2,662,000 represented vested benefits. The plan is not
funded; however, the Corporation has accrued a liability in an amount
approximating the projected benefit obligation. The unrecognized net liability
and unrecognized net gain components of the above are not significant. The
Corporation has purchased insurance on the participants lives (face coverage
amount - $20,240,000) which will effectively be used to fund the payment of plan
benefits. The Corporation is the owner and beneficiary of these policies.
In 1994, the Corporation terminated its Executive Deferred Compensation
Plan agreement with certain directors and officers. Plan benefits were accrued
and paid using the prime rate as the annual return on compensation that had
been deferred. The Corporation is owner and beneficiary of insurance policies
on the participants lives. This insurance will be retained and used to fund the
payment of certain death and retirement benefits as discussed in the preceding
paragraph.
Carolina and Red Arrow contributed $31,842,000 in 1994, $30,810,000 in
1993, and $28,343,000 in 1992, to multi-employer pension plans for employees
covered by collective bargaining agreements.
As discussed in the Summary of Significant Accounting Policies, the
Corporation adopted SFAS No. 106, "Employees Accounting for Post-retirement
Benefits Other than Pensions", effective January 1, 1992. Until July 1, 1993
employees retiring from the Corporation after attaining age 62 who had
rendered at least 12 years of service to the Corporation were entitled to
post-retirement health care and dental benefit coverage until age 65. These
benefits are subject to deductibles and other limitations. This program was
discontinued effective with retirements after July 1, 1993. The accumulated
post-retirement benefit obligation at January 1, 1992 of $920,000 (net of
related income taxes of $350,000) was recognized by the Corporation as a
cumulative effect of change in accounting principle in 1992. This change
decreased 1992 net earnings by $570,000 or $.09 per share.
In determining the present value of the accumulated post-retirement
benefit obligations, the company used a 13% health care cost trend rate for
1994 and a 14% rate for 1993 and 1992 decreasing 1% per year until leveling off
at 5%. A 1% increase in the trend rate would increase the accumulated benefit
obligation as of December 31, 1994,
34
<PAGE> 19
1993 and 1992 by approximately 2%. The weighted average discount rate used in
calculating the obligation for 1994, 1993 and 1992 was 7 1/2%
On September 1, 1992 the Corporation offered a Retirement Incentive
Program to eligible employees which provided for enhanced pension benefits and
extended health care, dental coverage and life insurance until age 65. Of the
172 individuals eligible, 112 elected to participate prior to its expiration in
late 1992. The implementation of the Retirement Incentive Program resulted in a
nonrecurring charge of $4,408,000 in 1992, which is comprised of a $3,331,000
increase in the post-retirement benefit obligation and $1,077,000 increase in
the net pension liability. The Corporation's post-retirement benefit obligations
are not funded.
In November of 1992, the Financial Accounting Standards Board issued a
new standard on accounting for postemployment benefits (FASB 112). This
standard requires that the expected costs of these benefits be charged to
expense during the years that the employees render service. The change was
adopted as of January 1, 1994 with an immaterial cumulative effect on the
Corporations reported financial position and results of operations.
CAPITAL STOCK:
The 4% cumulative preferred stock is redeemable by the Corporation, in whole or
in part, at any time at $104 per share plus accrued dividends. There are no
dividends in arrears on the preferred stock. The Corporation has established
four incentive stock option plans for its key personnel. These plans allow for
acceleration of option exercises in the event of a change in control of the
Corporation.
A summary of changes in stock options for the three-year period ended
December 31, 1994 follows:
<TABLE>
<CAPTION>
Price Number
Ranges of Shares
-------------------------------------------------------------------------------
<S> <C> <C>
Under option at December 31, 1991
(243,915 shares exercisable) 14.50 to 34.38 345,350
Granted 20.00 1,000
Lapsed 14.50 to 19.63 (12,350)
Under option at December 31, 1992
(274,780 shares exercisable) 16.38 to 34.38 334,000
Granted 13.38 to 14.50 314,250
Lapsed 17.31 to 20.00 (65,800)
Cancelled 16.38 to 34.38 (164,400)
Under option at December 31, 1993
(215,300 shares exercisable) 13.38 to 19.63 418,050
Granted 9.13 to 11.25 290,000
Lapsed 11.25 to 19.63 (151,600)
Under option at December 31, 1994
(202,020 shares exercisable) 9.13 to 19.63 556,450
-------------------------------------------------------------------------------
</TABLE>
At December 31, 1994, 662,838 shares were reserved for issuance under the stock
option plans.
LEASES, COMMITMENTS AND CONTINGENCIES:
The Corporation leases certain terminals and equipment under operating lease
agreements expiring at various dates through 2009. Aggregate future minimum
rentals payable under these operating leases are as follows (in thousands):
<TABLE>
<S> <C>
1995 $14,458
1996 13,249
1997 11,300
1998 6,258
1999 737
2000-2009 2,359
--------------------------------------------------------------------------------
Total $48,361
================================================================================
</TABLE>
The Corporation is contingently liable under letters of credit for
$36,577,000 in connection with its insurance programs and industrial revenue
bond terminal financings. As of December 31, 1994, the Corporation has pledged
approximately $9,875,000 of investments ($1,383,000 temporary and $8,492,000
long-term) as collateral under such letter of credit agreements at MCI. The
letters of credit serve to guarantee the payment of insurance claims by
Carolina, G.I., Red Arrow and MCI, which are provided for on their respective
balance sheets.
The Corporation has been named by the Environmental Protection Agency and
by several state environmental agencies as a potentially responsible part at
six federal and state Superfund sites. CFCC's exposure in these matters is
either de minimis or is not expected to be material.
The Corporation is involved in various litigation arising in the normal
course of business. In the opinion of management, the ultimate recovery or
liability, if any, resulting from such matters will not materially affect the
financial position or results of operations of the Corporation.
RECOGNITION OF REVENUE:
The Corporation changed its revenue recognition policy effective January 1,
1992. The cumulative effect of this change in accounting principle created an
after-tax charge of approximately $1,800,000 or $.27 per share in the first
quarter of 1992 and is reported as part of the cumulative effect of changes in
accounting principles in the 1992 consolidated statements of earnings.
35
<PAGE> 20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Carolina Freight Corporation
SUMMARY OF QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following table presents certain financial information for each quarter
during 1994 and 1993 (in thousands except per share data):
<TABLE>
<CAPTION>
1994
---------------------------------------------------------
First Second Third Fourth Total
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Operating Revenue $192,630 $263,203 $203,340 $276,767 $935,940
Operating Income (1,922) 18,974 4,545 4,611 26,208
Net earnings (loss) before cumulative
effect of change in accounting principle (2,918) 9,640 1,010 268 8,000
Cumulative effect of change
in accounting principle (1,222) - - - (1,222)
Net earnings (loss) (4,140) 9,640 1,010 268 6,778
=======================================================================================================
Net earnings (loss) per share
before cumulative effect of change
in accounting principle $ (0.44) $ 1.46 $ 0.15 $ 0.04 $ 1.21
Cumulative effect of change
in accounting principle (0.19) - - - (0.19)
Earning (loss) per share (0.63) 1.46 0.15 0.04 1.02
=======================================================================================================
<CAPTION>
1993
---------------------------------------------------------
First Second Third Fourth Total
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Operating revenue $187,331 $196,773 $198,557 $262,689 $845,350
Operating income 1,357 1,403 1,159 1,119 5,038
Net loss (390) (548) (1,583) (1,641) (4,162)
-------------------------------------------------------------------------------------------------------
Loss per share $ (0.06) $ (0.09) $ (0.24) $ (0.26) $ (0.65)
-------------------------------------------------------------------------------------------------------
</TABLE>
The Corporation's fiscal year consists of three quarters of 12 weeks each and a
final quarter of 16 weeks.
Operating results for the full year were impacted by a number of unusual
events. In the first quarter, G.I. Trucking (GITC), the Corporation's West Coast
less-than-truckload (LTL) subsidiary, was negatively impacted by a large earth-
quake in Southern California. Carolina Freight Carriers Corporation (CFCC), the
Corporations less-than-truckload subsidiary covering the Midwest, Northeast and
Southeast, experienced severe winter weather. Both of these factors reduced
revenue and decreased productivity.
During the second quarter, the International Brotherhood of Teamsters
(IBT) imposed a strike on most unionized trucking companies. CFCC and Red Arrow
Freight Lines, Inc., the Company's two unionized subsidiaries, avoided the work
stoppage by signing an interim agreement with the IBT. Business levels for all
of the Corporation's LTL subsidiaries increased significantly during the strike.
In the fourth quarter, most of the senior management team at CFCC was
replaced. James R. Hertwig, formerly a vice president of the holding company,
was named president of CFCC. As a result of these changes and other
retirements, the Company incurred nonrecurring charges relating to severance
and retirement benefits.
Fourth quarter results were favorably impacted by reductions in overcharge
and discount reserves in our LTL operations due to the positive impact on
post-invoice adjustments as a result of the Negotiated Rates Act of 1994 and
actual claim experience settling more favorably than anticipated in the first
half of the year. In addition, increasing discount rates reduced the level of
self-insurance reserves, therefore lowering insurance expenses in the fourth
quarter. Finally, the Corporation received notice of the preliminary results of
an ongoing Internal Revenue Service audit.
36
<PAGE> 21
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------
To the Board of Directors and Stockholders
of Carolina Freight Corporation:
We have audited the accompanying consolidated balance sheets of Carolina
Freight Corporation (a North Carolina corporation) and subsidiaries as of
December 31, 1994 and 1993, and the related consolidated statements of
operations, cash flows and stockholders' equity for each of the three years in
the period ended December 31, 1994. These financial statements are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Carolina Freight
Corporation and subsidiaries as of December 31, 1994 and 1993, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1994, in conformity with generally accepted
accounting principles.
As discussed in the notes to the consolidated financial statements,
effective January 1, 1994, the Corporation changed its method of utilizing
interest rates in its discounted insurance liabilities calculation.
Additionally effective January 1, 1992, the Corporation changed its methods of
accounting for revenue recognition, post-retirement benefits other than
pensions, reinsurance of insurance contracts, and income taxes.
Arthur Andersen LLP
Charlotte, North Carolina,
January 31, 1995.
37
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES OF CAROLINA FREIGHT CORPORATION
Carrier Computer Services, Inc.
300 Commerce Drive
Cherryville, North Carolina 28021
State of Incorporation: North Carolina
Cardinal Freight Carriers, Inc.
North Carolina Highway #73 West
Concord, North Carolina 28025
State of Incorporation: Virginia
CaroTrans Canada, Ltd.
6517A Mississauga Road North
Mississauga, Ontario L5N 1A6
G.I. Trucking Company
14727 Alondra Boulevard
La Mirada, California 90638
State of Incorporation: California
The Complete Logistics Company, Inc.
6280 Manchester Blvd., Suite 116
Buena Park, California 90621
State of Incorporation: California
Motor Carrier Insurance, Ltd.
P. O. Box 1022 Clarendon House
Church Street West
Hamilton HM DX, Bermuda
Incorporated in Bermuda
Red Arrow Freight Lines, Inc.
4444 Irving Boulevard
Dallas, Texas 75356-9570
State of Incorporation: Texas
Carolina Freight de Mexico, S.A. de C.V.
Manzanillo #123, Oficina #303
Col. Roma Sur
Mexico, D.F. 06760
<PAGE> 2
Carolina Freight Carriers Corporation
North Carolina Highway #150 East
Cherryville, North Carolina 28021
State of Incorporation: North Carolina
Innovative Logistics Incorporated
377 Carowinds Boulevard
Suite 127
Fort Mill, South Carolina 29715
State of Incorporation: South Carolina
Carolina Freight Funding Corporation
North Carolina Highway #150 East
Cherryville, North Carolina 28021
State of Incorporation: North Carolina
Carolina Breakdown Service, Inc.
P. O. Box 970
Cherryville, North Carolina 28021
State of Incorporation: North Carolina
CaroTrans International
P.O. Box 1060
Cherryville, NC 28021
State of Incorporation: North Carolina
Pronto Express, Inc.
2400 Yorkmont Road, Suite 400
Charlotte, NC 28217
State of Incorporation: Texas
Texas Pronto Express, Inc.
2400 Yorkmont Road, Suite 400
Charlotte, NC 28217
State of Incorporation: Texas
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report dated January 31, 1995, incorporated by reference in this Form 10-K,
into the Company's previously filed Registration Statements on Form S-8
covering the Carolina Freight Corporation Stock Option Plan (filed February 28,
1983), the Carolina Freight Corporation 1984 Incentive Stock Option Plan (filed
April 12, 1984) and the Carolina Freight Corporation 1994 Nonqualified Stock
Option Plan (filed January 4, 1995).
Arthur Andersen LLP
Charlotte, North Carolina,
March 30, 1995.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENT OF CAROLINA FREIGHT FOR THE YEAR ENDED DECEMBER 31, 1994,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 4,710
<SECURITIES> 0
<RECEIVABLES> 86,798
<ALLOWANCES> 5,683
<INVENTORY> 2,882
<CURRENT-ASSETS> 114,841
<PP&E> 507,079
<DEPRECIATION> 275,145
<TOTAL-ASSETS> 370,314
<CURRENT-LIABILITIES> 120,923
<BONDS> 68,277
<COMMON> 3,281
0
2,211
<OTHER-SE> 122,854
<TOTAL-LIABILITY-AND-EQUITY> 370,314
<SALES> 0
<TOTAL-REVENUES> 935,940
<CGS> 0
<TOTAL-COSTS> 909,732
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 3,985
<INTEREST-EXPENSE> 6,232
<INCOME-PRETAX> 14,828
<INCOME-TAX> 6,828
<INCOME-CONTINUING> 8,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (1,222)
<NET-INCOME> 6,778
<EPS-PRIMARY> 1.02
<EPS-DILUTED> 1.02
</TABLE>
