<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended March 31, 1995 Commission File No 0-11300
BUILDERS TRANSPORT, INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 58-1186216
- -------------------------------- ---------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
POST OFFICE BOX 7005, 2029 WEST DEKALB STREET, CAMDEN, SOUTH CAROLINA 29020
- --------------------------------------------------------------------------------
(address of principal executive offices and zip code)
Registrant's telephone number, including area code (803) 432-1400
--------------
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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at April 25, 1995
--------------------------------- -----------------------------
Common Stock, par value $.01 5,086,264
per share
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BUILDERS TRANSPORT, INCORPORATED
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
Part I FINANCIAL INFORMATION Page No.
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<S> <C>
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Condensed Consolidated Balance Sheets as of March 31, 1995
and December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Condensed Consolidated Statements of Income for the Three
Months Ended March 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Condensed Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Notes to Condensed Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Part II OTHER INFORMATION
- ----------------------------
ITEM 1. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
ITEM 2. CHANGES IN SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
ITEM 3. DEFAULTS UPON SENIOR SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . . . . . . . . . . . . . . . *
ITEM 5. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
* No information submitted under this caption.
<PAGE> 3
PART 1. FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
BUILDERS TRANSPORT, INCORPORATED AND SUBSIDIARIES
<TABLE>
<CAPTION>
March 31 December 31
1995 1994
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(Unaudited) (Note)
(Dollars in Thousands)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 36 $ 9
Accounts receivable, less allowances
(March 31, 1995 - $450
December 31, 1994 - $354) 31,134 31,033
Prepaid expenses 19,689 17,501
Repair parts and operating supplies 3,268 3,073
----------- ----------
TOTAL CURRENT ASSETS 54,127 51,616
PROPERTY AND EQUIPMENT 307,609 284,755
Less accumulated depreciation
and amortization (118,034) (116,431)
----------- ----------
TOTAL PROPERTY AND EQUIPMENT 189,575 168,324
OTHER ASSETS 23,973 24,127
----------- ----------
TOTAL ASSETS $ 267,675 $ 244,067
=========== ==========
</TABLE>
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<PAGE> 4
<TABLE>
<CAPTION>
March 31 December 31
1995 1994
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(Unaudited) (Note)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 10,064 $ 8,892
Other current liabilities 10,133 10,849
Current maturities of long-term debt 29,597 27,217
--------- ---------
TOTAL CURRENT LIABILITIES 49,794 46,958
LONG-TERM DEBT
Revolving credit agreement 8,992 7,393
Convertible Subordinated Debentures 48,945 50,401
Capital leases and other 97,553 78,188
--------- ---------
TOTAL LONG-TERM DEBT 155,490 135,982
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes 7,201 6,951
Other 8,860 8,598
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TOTAL OTHER LIABILITIES 16,061 15,549
STOCKHOLDERS' EQUITY
Preferred stock, par value $.01 per share
Authorized 1,000,000 shares; no shares
issued at March 31, 1995 or
December 31, 1994
Common stock, par value $.01 per share
Authorized 25,000,000 shares; Issued
6,209,397 shares at March 31, 1995 and
6,206,220 shares at December 31, 1994 62 62
Paid-in capital 33,184 33,178
Unearned compensation related to
ESOP receivable (4,581) (4,617)
Retained earnings 32,057 31,273
--------- ---------
60,722 59,896
Less, cost of common stock in treasury
(1,123,633 shares at March 31, 1995 and
1,117,133 shares at December 31, 1994) (14,392) (14,318)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 46,330 45,578
--------- ---------
CONTINGENT LIABILITIES
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 267,675 $ 244,067
========= =========
</TABLE>
NOTE: The balance sheet at December 31, 1994 has been derived for the audited
financial statements at that date, but does not include all of the information
and footnotes required by generally accepted accounting principles.
See notes to condensed consolidated financial statements
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<PAGE> 5
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
BUILDERS TRANSPORT, INCORPORATED AND SUBSIDIARIES
<TABLE>
<CAPTION>
Three Months Ended
March 31
1995 1994
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(In thousands, except per
share amounts)
<S> <C> <C>
Operating Revenue $ 73,114 $ 68,825
Operating Expenses:
Wages, salaries, and employee benefits 30,275 28,997
Operations and maintenance 14,833 16,262
Operating taxes and licenses 6,990 7,266
Insurance and claims 3,373 3,337
Communications and utilities 1,276 1,261
Depreciation and equipment rents 6,872 6,326
(Gain) loss on disposition of operating assets 7 (649)
Rents and purchased transportation 4,393 1,589
Other operating expenses 338 242
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Total Operating Expenses 68,357 64,631
Operating Income 4,757 4,194
Interest and Other Expenses 3,474 3,113
Income Before Income Taxes 1,283 1,081
Provision for Income Taxes 498 443
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NET INCOME $ 785 $ 638
=========== ==========
NET INCOME PER COMMON SHARE $ .15 $ .11
=========== ==========
WEIGHTED AVERAGE SHARES OF
COMMON STOCK OUTSTANDING 5,331,091 5,796,467
</TABLE>
See notes to Condensed Consolidated Financial Statements
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<PAGE> 6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
BUILDERS TRANSPORT, INCORPORATED AND SUBSIDIARIES
<TABLE>
<CAPTION>
Three Months ended March 31
1995 1994
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(In thousands)
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 7,550 $ 2,450
INVESTING ACTIVITIES
Purchases of property and equipment (1,832) (918)
Proceeds from disposal of property and equipment 1,582 2,344
Purchase of Applied Logistical Systems net assets -0- (550)
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NET CASH PROVIDED BY INVESTING
ACTIVITIES (250) 876
FINANCING ACTIVITIES
Proceeds from lines of credit and long-term borrowings 1,599 2,002
Principal payments on lines of credit, long-term debt
and capital lease obligations (8,804) (5,942)
Proceeds from the issuance of common stock 6 612
Purchase of Treasury Stock (74) ----
--------
NET CASH USED BY FINANCING ACTIVITIES (7,273) (3,328)
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INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 27 (2)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 9 8
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CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 36 $ 6
======= ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 3,547 $ 2,945
Noncash investing activity:
Property and equipment acquired
through capital leases $29,093 $ 30,986
Noncash financing activity:
Common stock issued under employee
benefit plans -0- $ 249
</TABLE>
See notes to Condensed Consolidated Financial Statements
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<PAGE> 7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
BUILDERS TRANSPORT, INCORPORATED AND SUBSIDIARIES
Note A -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and the instruction to Form 10-Q and Article 10
of Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In management's opinion, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three- month period ended March 31,
1995, are not necessarily indicative of the results that may be expected for
the year ended December 31, 1995. For further information, refer to the
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994.
Note B -- EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended
March 31
1995 1994
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<S> <C> <C>
PRIMARY:
Average shares outstanding 6,207,112 6,136,346
Assumed exercise of stock options 236,962 515,621
Treasury stock (1,112,983) (855,500)
---------- ----------
Totals 5,331,091 5,796,467
========== ==========
Net income $ 785,000 $ 638,000
========== ==========
Per share amount:
Net income $ .15 $ .11
========== ==========
FULLY DILUTED:
Average shares outstanding 6,207,112 6,136,346
Assumed exercise of stock options 269,509 515,626
Assumed conversion of 8% Convertible
Subordinated Debentures issued
September 9, 1985 1,104,508 1,178,279
Assumed conversion of 6 1/2% Convertible
Subordinated Debentures issued
May 9, 1986 621,219 663,444
Treasury stock (1,112,983) (855,500)
---------- ----------
Totals 7,089,365 7,638,195
========== ==========
Net income $ 785,000 $ 638,000
Add 8% Convertible Subordinated
Debentures interest, net of income
tax effect 324,000 379,000
Add 6 1/2% Convertible Subordinated
Debentures interest, net of income
tax effect 229,000 269,000
---------- ----------
Adjusted net income $1,338,000 $1,286,000
========== ==========
Per share amount:
Net income $ .19* $ .17*
========== ==========
* Anti-dilutive
</TABLE>
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<PAGE> 8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
BUILDERS TRANSPORT, INCORPORATED AND SUBSIDIARIES (continued)
Note C -- CREDIT AGREEMENT, DEBT AND CAPITAL LEASES
The Company financed the acquisition of 425 new tractors through capital
leases totaling approximately $29.1 million. The terms of the leases are
60 months with purchase options at the end of the leases.
Note D -- PENDING ACCOUNTING PRONOUNCEMENT
The Financial Standards Accounting Board has recently issued Statement No.
121, "Accounting for the Impairment of Long- Life Assets and for Long-Life
Assets to be disposed of." The statement is effective for years beginning
after December 15, 1995, with earlier application encouraged. The Company
has not completed the analysis necessary to determine what effect, if any,
the new standard will have on the financial results or position of the
Company, and whether it will adopt the provisions of the statement in 1995
or 1996.
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<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OPERATING RESULTS
Operating revenues for the first quarter of 1995 were $73.1 million, compared
to $68.8 million for the first quarter of 1994.
Income before income taxes for the first quarter of 1995 was $1.3 million,
compared to $1.1 million for the first quarter of 1994. Net income increased
to $785,000 for the first quarter of 1995, compared to $638,000 in the first
quarter of 1994.
The operating ratio (operating expenses as a percentage of operating revenues)
improved to 93.5% for the first quarter of 1995, from 93.9% in the prior year's
comparable period. Operating income for the first quarter of 1995 was $4.8
million, compared to $4.2 million for the first quarter of 1994. Operations
and maintenance costs decreased, as a percentage of revenues, to 20.29% for the
first quarter of 1995, from 23.63% for the comparable period in 1994. The
improvements in operating and maintenance expenses were primary attributable to
reduced fuel and maintenance costs resulting from, among other things, the
replacement of over 1,000 older tractors with new, state-of-the-art tractors,
efficiencies and improvements resulting from the reorganization of the
Company's fuel and maintenance departments and the increased use of
owner-operators (who provide for their own fuel and tractor maintenance). The
Company increased its owner-operator fleet to 173 contractors during the first
quarter of 1995, compared to 44 owner-operators contracted during the
corresponding period in 1994. This resulted in an increase in the Company's
rents and purchased transportation expenses during the first quarter of 1995,
as compared to the first quarter of 1994. The Company's massive equipment
replacement initiative caused depreciation and equipment rents to increase
during the first quarter of 1995. Additionally, these tractors were financed
primarily by utilizing capital leases, which caused the Company interest
expense to increase during the quarter. The Company's gain or loss on asset
disposal was break even for the first quarter of 1995, compared to a gain of
$649,000 in 1994. This was caused by the Company accelerating its tractor
trade cycle from 7 years to 5 years during 1995 which resulted in a higher
average book value and a lower gain when the equipment was sold. Generally,
all other operating costs decreased, as a percentage of revenues, during the
first quarter of 1995, as compared to the first quarter of 1994.
The balance and diversity of having three divisions (flatbed, van and dedicated
fleet) enabled the Company to generate a consistently high level of overall
revenue throughout the first quarter. Increased revenues resulted in slightly
lower operating costs, as a percentage of revenues, in most areas, by reducing
the impact of certain fixed costs. Management believes that the operational
balance of three proportionally similar divisions could be helpful maintaining
a consistent level of revenue growth, should the overall economic growth begin
to decelerate.
FINANCIAL CONDITION, LIQUIDITY AND SOURCES OF CAPITAL
The current ratio was 1.09 at March 31, 1995, compared to 1.10 at December 31,
1994. Prepaid expenses increased by approximately 12.5% since December 31,
1994, primarily due to the normal annual prepayment of licenses and taxes.
Accounts Payable and accrued expenses increased by 13%, as compared to December
31, 1994, due to seasonal increases in volume. Cash provided from operations
was approximately $7.5 million during the first quarter of 1995, compared to
approximately $2.5 million during the first quarter of 1994.
Capital expenditures of approximately $29.5 million, during the first quarter
of 1995, related primarily to the replacement of revenue equipment. The
Company placed into service 425 tractors during the quarter and plans to place
an additional 425 tractors and 1,150 trailers into service during the remainder
of 1995. The net expenditure required to procure these remaining units during
1995 will be approximately $43 million. These expenditures were financed
primarily through capital leases and with internally generated funds.
These new units will bring the average age of Builders' fleet down to
approximately 1.5 years, compared to its historical average of 3.5 years. It
is expected that the Company will continue to benefit from the operating
efficiencies resulting from a newer and more modern tractor fleet.
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<PAGE> 10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. 27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K. There were no reports on Form 8-K filed for the
quarter ended March 31, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BUILDERS TRANSPORT, INCORPORATED
Date: May 11, 1995 By: /s/ Robert Fox
------------------- ---------------------------------------
Robert Fox
Vice President and
Chief Financial Officer
Signed in the dual capacity of a
duly authorized officer of the
Registrant and the Principal
Accounting Officer of the Registrant
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF BUILDERS TRANSPORT FOR THE QUARTER ENDED MARCH 31,
1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 36
<SECURITIES> 0
<RECEIVABLES> 31,584
<ALLOWANCES> 450
<INVENTORY> 3,268
<CURRENT-ASSETS> 54,127
<PP&E> 307,609
<DEPRECIATION> 118,034
<TOTAL-ASSETS> 267,675
<CURRENT-LIABILITIES> 49,794
<BONDS> 155,490
<COMMON> 46,330
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 267,675
<SALES> 73,114
<TOTAL-REVENUES> 73,114
<CGS> 0
<TOTAL-COSTS> 68,357
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,474
<INCOME-PRETAX> 1,283
<INCOME-TAX> 498
<INCOME-CONTINUING> 785
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 785
<EPS-PRIMARY> .15
<EPS-DILUTED> .19<F1>
<FN>
<F1>.19 Fully Diluted EPS is Anti-dilutive.
</FN>
</TABLE>
