UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For The Period Ended Commission File Number
October 3, 1997 64-0412551
KLLM TRANSPORT SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 64-0412551
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Post Office Box 6098
Jackson, Mississippi 39288
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (601) 939-2545
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, and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
4,368,589 Common Shares were outstanding as of October 3, 1997.
<PAGE>
KLLM TRANSPORT SERVICES, INC.
AND SUBSIDIARIES
INDEX
Page
Number
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
October 3, 1997 (Unaudited) and January 3, 1997 1
Consolidated Statements of Earnings (Unaudited)
Thirteen weeks and Thirty-nine weeks ended
October 3, 1997 and September 27, 1996 2
Condensed Consolidated Statements of Cash Flows
(Unaudited) Thirty-nine weeks ended October 3, 1997
and September 27, 1996 3
Notes to Condensed Consolidated Financial
Statements (Unaudited) 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 5
PART II. OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K 7
<PAGE>
KLLM TRANSPORT SERVICES, INC
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<S> <C> <C>
October 3, January 3,
1997 1997
---------- ------------
(Unaudited) (Note)
(In Thousands)
ASSETS
Current assets:
Cash and cash equivalents $0 $2,874
Accounts receivable 25,373 22,684
Inventories - at cost 693 891
Prepaid expenses:
Tires 4,512 4,282
Other 1,208 1,365
Deferred income taxes 3,325 3,325
------- -------
Total current assets 35,111 35,421
Property and equipment 189,704 179,613
Less accumulated depreciation (59,342) (57,738)
-------- --------
130,362 121,875
Intangible assets, net (Note C) 169 2,259
Other assets 232 339
-------- --------
$165,874 $159,894
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable to banks $0 $3,598
Accounts payable and accrued 22,570 16,414
expenses
Current maturities of long-term debt
and capital leases 4,885 4,848
--------- --------
Total current liabilities 27,455 24,860
Long-term debt and capital leases, less
current maturities 53,029 49,747
Deferred income taxes 18,787 18,787
Stockholders' equity:
Preferred Stock, $.01 value;
authorized 5,000,000 shares; none
issued
Common Stock, $1 par value;
10,000,000 shares authorized;
issued shares - 4,558,754 in 1997
and 1996, respectively;
outstanding shares - 4,368,589 in
1997 and 4,344,955 in 1996. 4,559 4,559
Additional paid-in capital 32,849 32,811
Retained earnings 31,276 31,453
------- -------
68,684 68,823
Less Common Stock in Treasury,
at cost, 190,165 shares in 1997
and 213,799 in 1996. (2,081) (2,323)
------- -------
Total stockholders' equity 66,603 66,500
------- -------
$165,874 $159,894
========= ==========
</TABLE>
Note: The balance sheet at January 3, 1997 has been derived
from the audited financial statements at the date indicated,
but does not include all of the information and footnotes required
by generally accepted accounting principles for complete financial
statements.
See accompanying notes.
<PAGE>
KLLM TRANSPORT SERVICES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
<TABLE>
<S> <C> <C>
Thirteen Weeks Ended Thirty-Nine Weeks Ended
October 3, September 27, October 3, September 27,
1997 1996 1997 1996
------------------------ --------------------------
(In Thousands, Except Per Share Amounts)
OPERATING REVENUE FROM
TRUCK LOAD OPERATIONS $60,127 $59,810 $183,338 $185,086
OPERATING EXPENSES:
Salaries, wages and
fringe benefits 18,364 17,742 56,507 54,808
Operating supplies
and expenses 14,784 16,237 46,341 51,991
Insurance, claims,
taxes and licenses 3,430 3,695 10,965 9,813
Depreciation and
amortization 5,426 5,492 15,857 16,516
Purchased transportation
and equipment rent 12,875 13,475 39,704 40,920
Other 2,786 2,345 8,055 7,145
(Gain) loss on sale of
revenue equipment (109) (652) 240 (996)
-------------------- -------------------
TOTAL OPERATING EXPENSES
FROM TRUCK LOAD OPERATIONS 57,556 58,334 177,669 180,197
-------------------- --------------------
OPERATING INCOME FROM
TRUCK LOAD OPERATIONS 2,571 1,476 5,669 4,889
OPERATING REVENUE FROM
RAIL CONTAINER OPERATIONS 0 2,656 3,319 8,225
OPERATING EXPENSES 0 2,669 4,128 8,310
RESTRUCTURING CHARGE - Note C 0 0 1,906 0
--------------------- --------------------
OPERATING LOSS FROM RAIL
CONTAINER OPERATIONS 0 13) (2,715) (85)
Interest and other income (10) (18) (53) (37)
Interest expense 1,119 1,131 3,234 3,600
--------------------- --------------------
1,109 1,113 3,181 3,563
--------------------- --------------------
EARNINGS (LOSS) FROM
CONTINUING OPERATIONS
BEFORE INCOME TAXES 1,462 350 (227) 1,241
Income taxes 575 220 (50) 558
--------------------- --------------------
NET EARNINGS (LOSS) FROM
CONTINUING OPERATIONS 887 130 (177) 683
LOSS FROM OPERATIONS OF
DISCONTINUED DIVISION
(Net of tax expense
(benefits) of $0 in 1996
and ($23) and ($202)
for the 1995 thirteen week
and thirty nine week periods,
respectively)
LOSS ON DISPOSAL OF DISCONTINUED
DIVISION
(Net of tax benefit of $31 and
$27 for the 1996 thirteen
week and thirty nine week
periods, respectively) 0 (39) 0 (33)
------------------------ --------------------
NET EARNINGS (LOSS) $887 $91 ($177) $650
======================== ====================
EARNINGS (LOSS) PER SHARE:
From Continuing
Operations $0.20 $0.03 ($0.04) $0.16
From Disposal of
Discontinued Division 0.00 (0.01) 0.00 (0.01)
------------------------ --------------------
NET EARNINGS (LOSS)
PER COMMON SHARE $0.20 $0.02 ($0.04) $0.15
======================== ====================
</TABLE>
See accompanying notes.
<PAGE>
KLLM TRANSPORT SERVICES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<S> <C> <C>
Thirty-Nine Weeks Ended
October 3, September 27,
1997 1996
------------ --------------
(In Thousands)
NET CASH PROVIDED BY OPERATING
ACTIVITIES $21,856 $26,085
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchases of property and
equipment (33,243) (23,151)
Proceeds from disposition
of equipment 8,579 6,358
--------- ----------
NET CASH FLOWS USED IN INVESTING
ACTIVITIES (24,664) (16,793)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from exercise of
stock options 213 427
Redemption of treasury shares 0 (854)
Net increase in borrowings
under revolving line of
credit 8,000 0
Repayment of long-term debt,
capital leases, and notes
payable to banks (4,879) (7,188)
Net decrease in borrowings
under working capital line
of credit (3,400) (514)
------------ ------------
NET CASH FLOWS USED IN
FINANCING ACTIVITIES (66) (8,129)
------------ ------------
Net Increase (Decrease)in Cash
and Cash Equivalents (2,874) 1,163
Cash and Cash Equivalents
at Beginning Of Period 2,874 0
------------- ------------
Cash and Cash Equivalents at End
Of Period $0 $1,163
============= ============
</TABLE>
See accompanying notes.
<PAGE>
KLLM TRANSPORT SERVICES, INC
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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. They have been prepared in accordance
with the instructions to Form 10-Q and Article 10 of
Regulation S-X and accordingly, do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included.
In February 1997, the Financial Accounting Standards
Board issued Statement No. 128, Earnings per Share,
which is required to be adopted on December 31, 1997. At
that time, the Company will be required to change the
method currently used to compute earnings per share and to
restate all prior periods. Under the new requirements for
calculating earnings per share, the dilutive effect of stock
options will be excluded. The impact of Statement 128 on
the calculation of earnings per share is not expected to be
material.
NOTE B- FISCAL YEAR
The Company has adopted a fiscal year-end on the Friday
nearest December 31. Accordingly, the third quarter
of 1997 ended on Friday, October 3, 1997.
NOTE C - RAIL CONTAINER RESTRUCTURING CHARGE
During the second quarter of 1997 the Company completed
its plan to exit the rail container market. A one-time restructuring
charge of $1,906,000 was recorded for the write-off of intangible assets
pertaining to the rail container operation and the accrual of certain
expenses related to the subleasing of rail containers and exiting this
market.
NOTE D- COMMITMENTS AND CONTINGENCIES
The Company is involved in various claims and routine
litigation incidental to its business. Management is
of the opinion that the outcome of these matters will not
have a material adverse effect on the consolidated financial
position or results of consolidated operations of the
Company.
The Company has entered into heating oil (diesel fuel)
swap agreements in order to hedge its exposure to price
fluctuations. At October 3, 1997, the Company had
approximately 20% of its remaining 1997 anticipated fuel
requirements under swap agreements which expire in January
1998. Gains and losses on such agreements are
recognized in operating expenses as part of fuel cost over
the hedge period.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
KLLM Transport Services, Inc.'s primary sources of
liquidity are its cash flow from operations and its existing
credit agreements. During the thirty-nine weeks ended
October 3, 1997, the Company generated $21.9 million in net
cash from operating activities.
Capital resources required by the Company during the
first nine months of 1997 of $24.7 million were
approximately $7.9 million more than the same period last
year. This increase is primarily a result of accelerating the
replacement of tractors in the fleet. Net capital
expenditures for the remainder of 1997, primarily for revenue
equipment, are expected to be approximately $7.0 million.
The Company has a $50 million unsecured revolving line
of credit with a syndication of banks. Borrowings
of $38 million were outstanding at October 3, 1997. Under
the terms of the agreement, borrowings bear interest at (I)
the higher of prime rate or a rate based upon the Federal
Funds Effective Rate, (ii) a rate based upon the Eurodollar
rates, or (iii) an absolute interest rate as determined by
each lender in the syndication under a competitive bid process
at the Company's option. Facilities fees from one-fourth per cent to 3/8
per center per annum are charged on the unused portion of this line.
At October 3, 1997, the aggregate principal amount of
the Company's outstanding long-term indebtedness was
approximately $57.9 million. Of this total outstanding,
$1.2 million was in the form of 10.2% notes due July 1998,
$14.3 million in the form of 9.11% senior notes due June
2002, $38.0 million consisted of the revolving line of credit
due April 1999, and $4.4 million in principal was related to
capital leases with varying maturities.
Working capital needs have generally been met from net
cash provided from operating activities. The
Company has $4,000,000 in an unsecured working capital line
of credit with a bank, all of which was available at
October 3, 1997. Interest is at a rate based upon the
Eurodollar rates with facility fees at one-fourth per cent per annum
on the unused portion of the line.
The Company anticipates that its existing credit
facilities along with cash flow from operations will be
sufficient to fund operating expenses, capital expenditures,
and debt service.
Results of Operations
Operating revenue from truckload operations increased
0.5% for the third quarter of 1997 and decreased 0.9%
for the first nine months of 1997 compared to the comparable
periods of 1996. The decrease in truckload operating
revenue in the first nine months of 1997 was due to a
decrease in the transportation brokerage and trailer on flatcar
services partially offset by an increase in truck fleet
operations. Both transportation brokerage and trailer on flatcar
services are no longer in operation. A slight increase in
revenue per total mile for the third quarter and for the first nine
months of 1997 was partially offset by a decrease in fuel
surcharges when compared to the same period last year. The
empty mile percentage improved for both the third quarter
and the first nine months of 1997 when compared to 1996.
Average miles per truck increased by approximately 2% for
both the third quarter and the first nine months of 1997
when compared to 1996.
The operating ratio within the truckload operation
improved from 97.5% to 95.7% for the third quarter of 1997
compared to the same period in 1996. For the first nine
months of 1997 compared to the same period in 1996, the
operating ratio within the truckload operation improved from
97.3% to 96.9%. The Company has continued to maintain
a stronger use of owner-operated tractors and fewer
company-owned tractors than in 1996. This change in the mix of
the fleet affects the comparability of components of
operating expenses by increasing purchased transportation and
decreasing wages, depreciation, and various operating
supplies and expenses. Purchased transportation also reflects the
significant reductions in transportation brokerage and rail
operations. Driver wages were increased at the start of 1997
to offset cancellation of reimbursement of certain expenses
to drivers. The effect was to increase wages and decrease
operating supplies $1.0 million compared to the third
quarter of 1996 and $3.3 million compared to the first nine months
of 1996. Operating supplies and expenses in the third
quarter were also affected by a decrease in fuel prices and the
benefit of cost reduction efforts.
Insurance and claims costs which were high in the first
quarter as a result of our reassessment of reserving and
claims management practices were lower in the second and
third quarters of 1997. Insurance costs during the third
quarter of 1997 were 7.9% less than the third quarter of
1996.
Due to the quantity of equipment available in the used
equipment market, the proceeds on equipment sold
during the third quarter and the first nine months of 1997
were less per unit than anticipated resulting in a loss on the
sale of revenue equipment.
As a result of the foregoing, net income from
continuing truckload operations increased by $793,000 for the
third quarter and increased by $840,000 for the first nine
months of 1997 from the comparable periods of 1996.
Earnings per share from continuing truckload operations
increased from $.03 to $.20 in the third quarter and from $.17
to $.35 in the first nine months of 1997 compared to the
same periods in 1996.
During the second quarter the Company completed its
plan to exit the rail container operation. As anticipated,
the Company incurred no additional charges during the third
quarter of 1997. As a result the effect of the rail container
operation on earnings per share was a loss of $0.39 per
share for the nine months of 1997.
Factors Affecting Future Performance
The Company's future operating results may be affected
by various trends and factors which are beyond the
Company's control. These include adverse changes in demand
for trucking services, availability of drivers and fuel
prices. Accordingly, past performance should not be
presumed to be an accurate indication of future performance.
Seasonality
In the transportation industry, results of operations
generally show a seasonal pattern because customers reduce
shipments during and after the winter holiday season with
its attendant weather variations. The Company's operating
expenses have historically been higher in the winter months
primarily due to decreased fuel efficiency and increased
maintenance costs in colder weather.
The foregoing statements contain forward-looking
statements which involve risks and uncertainties and the
Company's actual experience may differ materially from that
discussed above. Factors that may cause such a difference
include, but are not limited to, those discussed in "Factors
Affecting Future Performance" as well as future events that
have the effect of reducing the Company's available cash
balances, such as unanticipated operating losses or capital
expenditures related to possible future acquisitions.
Readers are cautioned not to place undue reliance on forward-
looking statements, which reflect management's analysis only as the date
hereof. The Company assumes no obligation to update forward-
looking statements.
<PAGE>
PART II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
There were no Form 8-K filing for the quarter ended
October 3, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
<TABLE>
KLLM TRANSPORT SERVICES,INC.
----------------------------
(Registrant)
<S> <C>
Date November 14, 1997 s/Steven K. Bevilaqua
----------------------------
Steven K. Bevilaqua
President and
Chief Executive Officer
Date November 14, 1997 s/Steven L. Dutro
----------------------------
Steven L. Dutro
Vice President-Finance and Acting
Chief Financial Officer
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
<TABLE>
<S> <C>
KLLM TRANSPORT SERVICES, INC.
-----------------------------
(Registrant)
Date November 14, 1997 s/Steven K. Bevilaqua
-----------------------------
Steven K. Bevilaqua
President and
Chief Executive Officer
Date November 14, 1997 /s/ Steven L. Dutro
-----------------------------
Steven L. Dutro
Vice President-Finance and Acting
Chief Financial Officer
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-02-1998
<PERIOD-END> OCT-03-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 25,373
<ALLOWANCES> 546
<INVENTORY> 693
<CURRENT-ASSETS> 35,111
<PP&E> 189,704
<DEPRECIATION> 59,342
<TOTAL-ASSETS> 165,874
<CURRENT-LIABILITIES> 27,455
<BONDS> 0
0
0
<COMMON> 4,559
<OTHER-SE> 62,044
<TOTAL-LIABILITY-AND-EQUITY> 165,874
<SALES> 0
<TOTAL-REVENUES> 186,657
<CGS> 0
<TOTAL-COSTS> 183,703
<OTHER-EXPENSES> 0
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<INTEREST-EXPENSE> 3,234
<INCOME-PRETAX> (277)
<INCOME-TAX> (50)
<INCOME-CONTINUING> (177)
<DISCONTINUED> 0
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<NET-INCOME> (177)
<EPS-PRIMARY> (0.04)
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</TABLE>
