<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
----------------------------------
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 3, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________to ________
Commission File No. 0-14810
MARK VII, INC.
--------------
(Exact name of Registrant as specified in its charter)
Delaware 43-1074964
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
965 Ridge Lake Boulevard, Suite 103
Memphis, Tennessee 38120
--------------------------------------- --------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (901) 767-4455
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 October 27, 1998
---------------------------- -------------------------------
Common stock, $.05 par value 8,917,570 Shares
<PAGE> 2
MARK VII, INC. AND SUBSIDIARIES
FORM 10-Q - FOR THE QUARTER ENDED OCTOBER 3, 1998
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
a) Condensed Consolidated Statements of Income - Three
Months Ended October 3, 1998 and September 27, 1997...............3
b) Condensed Consolidated Statements of Income - Nine
Months Ended October 3, 1998 and September 27, 1997...............4
c) Consolidated Balance Sheets - October 3, 1998 and
January 3, 1998...................................................5
d) Condensed Consolidated Statements of Cash Flows -
Nine Months Ended October 3, 1998 and September 27, 1997..........6
e) Notes to Condensed Consolidated Financial Statements..............7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.............................................9
Item 3. Quantitative and Qualitative Disclosures About Market Risk...........11
Part II. OTHER INFORMATION
Item 1. Legal Proceedings....................................................12
Item 2. Changes in Securities................................................12
Item 3. Defaults Upon Senior Securities......................................12
Item 4. Submission of Matters to a Vote of Security Holders..................12
Item 5. Other Information....................................................12
Item 6. Exhibits and Reports on Form 8-K.....................................12
Signature............................................................12
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION.
ITEM 1. FINANCIAL STATEMENTS.
MARK VII, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
---------------------------------
OCT. 3, 1998 SEPT. 27, 1997
------------ --------------
<S> <C> <C>
Operating Revenues............................................ $184,571 $168,011
Transportation Costs.......................................... 162,143 147,112
-------- --------
Net Revenues.................................................. 22,428 20,899
Operating Expenses:
Salaries and related costs................................ 4,331 4,491
Selling, general and administrative....................... 13,051 12,956
-------- --------
Total Operating Expenses............................... 17,382 17,447
-------- --------
Operating Income.............................................. 5,046 3,452
Interest and Other (Income)/Expense, Net...................... 604 (163)
-------- --------
Income Before Provision for Income Taxes...................... 4,442 3,615
Provision for Income Taxes.................................... 1,821 1,518
-------- --------
Net Income ................................................... $ 2,621 $ 2,097
======== ========
Net Income Per Common Share................................... $ .29 $ .23
======== ========
Net Income Per Common Share, Assuming Dilution................ $ .28 $ .22
======== ========
Average Common Shares and Equivalents Outstanding:
Basic..................................................... 8,927 9,194
Diluted................................................... 9,435 9,706
Dividends Paid................................................ -- --
</TABLE>
See "Notes to Condensed Consolidated Financial Statements."
3
<PAGE> 4
MARK VII, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
--------------------------------
OCT. 3, 1998 SEPT. 27, 1997
------------ --------------
<S> <C> <C>
Operating Revenues............................................ $ 537,529 $ 478,802
Transportation Costs.......................................... 473,242 418,426
--------- ----------
Net Revenues.................................................. 64,287 60,376
Operating Expenses:
Salaries and related costs................................ 12,985 12,700
Selling, general and administrative....................... 39,205 38,649
--------- ----------
Total Operating Expenses............................... 52,190 51,349
--------- ----------
Operating Income.............................................. 12,097 9,027
Interest and Other (Income)/Expense, Net...................... 461 (278)
--------- ----------
Income Before Provision for Income Taxes...................... 11,636 9,305
Provision for Income Taxes.................................... 4,771 3,908
--------- ----------
Net Income ................................................... $ 6,865 $ 5,397
========= ==========
Net Income Per Common Share................................... $ .77 $ .58
========= ==========
Net Income Per Common Share, Assuming Dilution................ $ .73 $ .55
========= ==========
Average Common Shares and Equivalents Outstanding:
Basic..................................................... 8,934 9,238
Diluted................................................... 9,458 9,749
Dividends Paid................................................ -- --
</TABLE>
See "Notes to Condensed Consolidated Financial Statements."
4
<PAGE> 5
MARK VII, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
<TABLE>
<CAPTION>
OCT. 3, 1998 JAN. 3, 1998
------------ ------------
Assets (Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents ........................................ $ 83 $ 3,732
Accounts receivable, net of allowance of $3,385 and $2,641 ....... 90,227 82,917
Notes and other receivables, net of allowance of $576 and $537 ... 3,997 4,399
Other current assets ............................................. 413 1,755
--------- ---------
Total current assets .......................................... 94,720 92,803
Deferred Income Taxes ................................................ 1,009 1,262
Net Property and Equipment ........................................... 9,402 6,591
Intangibles and Other Assets ......................................... 6,883 7,354
--------- ---------
$ 112,014 $ 108,010
========= =========
Liabilities and Shareholders' Equity
Current Liabilities:
Accrued transportation expenses .................................. $ 61,892 $ 63,094
Deferred income taxes ............................................ 4,681 5,591
Other current and accrued liabilities ............................ 6,257 6,258
--------- ---------
Total current liabilities ..................................... 72,830 74,943
--------- ---------
Long-Term Obligations ................................................ 757 945
--------- ---------
Contingencies and Commitments
Shareholders' Equity:
Common stock, $.05 par value, authorized 20,000,000
shares, issued 10,033,420 and 10,009,822 shares ............... 502 501
Paid-in capital .................................................. 29,825 29,623
Retained earnings ................................................ 20,973 14,108
--------- ---------
51,300 44,232
Less: 1,115,850 and 1,071,250 shares of treasury stock, at cost.. (12,873) (12,110)
--------- ---------
Total shareholders' equity .................................... 38,427 32,122
--------- ---------
$ 112,014 $ 108,010
========= =========
</TABLE>
See "Notes to Condensed Consolidated Financial Statements."
5
<PAGE> 6
MARK VII, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
-----------------------------
OCT. 3, 1998 SEPT. 27, 1997
------------ --------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net cash provided by operating activities .......... $ 1,168 $ 11,044
-------- --------
INVESTING ACTIVITIES:
Additions to property and equipment ................ (4,657) (1,918)
Retirements of property and equipment .............. 587 344
-------- --------
Net cash used for investing activities ............. (4,070) (1,574)
-------- --------
FINANCING ACTIVITIES:
Proceeds received from exercise of stock options.... 203 531
Purchase of treasury stock ......................... (763) (2,133)
Repayments of long-term obligations ................ (187) (109)
-------- --------
Net cash used for financing activities ............. (747) (1,711)
-------- --------
Net increase (decrease) in cash and cash equivalents... (3,649) 7,759
Cash and cash equivalents:
Beginning of period ............................... 3,732 959
-------- --------
End of period ..................................... $ 83 $ 8,718
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest ......................................... $ 25 $ 109
Income taxes, net of refunds received ............ 2,389 2,329
</TABLE>
See "Notes to Condensed Consolidated Financial Statements."
6
<PAGE> 7
MARK VII, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) GENERAL:
The consolidated financial statements include Mark VII, Inc., a
Delaware corporation, and its wholly owned subsidiaries, collectively
referred to herein as "the Company". The Company is a sales, marketing
and service organization that acts as a provider of transportation
services and a transportation logistics manager. The Company has a
network of transportation sales personnel that provides services
throughout the United States, as well as Mexico and Canada. The
principal operations of the Company are conducted by its transportation
services subsidiary, Mark VII Transportation Company, Inc. ("Mark
VII").
The condensed, consolidated financial statements included herein have
been prepared pursuant to the rules and regulations of the Securities
and Exchange Commission ("SEC"). In management's opinion, these
financial statements include all adjustments (consisting only of normal
recurring adjustments) necessary for a fair presentation of the results
of operations for the interim periods presented. Pursuant to SEC rules
and regulations, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted from
these statements unless significant changes have taken place since the
end of the most recent fiscal year. For this reason, the condensed,
consolidated financial statements and notes thereto should be read in
conjunction with the financial statements and notes included in the
Company's 1997 Annual Report on Form 10-K.
The results for the three and nine months ended October 3, 1998 are not
necessarily indicative of the results for the entire year.
(2) EARNINGS PER SHARE:
Effective January 3, 1998, the Company adopted Statement of Financial
Accounting Standards No. 128, "Earnings per Share". Earnings per share
have been restated for the periods presented to conform to the new
accounting standard. In addition, on November 7, 1997, the Company's
Board of Directors authorized a two-for-one stock split, thereby
increasing the number of shares issued by 5,003,000 and decreasing the
par value of each share to $ .05. All references to the number of
common shares and per share amounts for the periods presented have been
restated to reflect the stock split.
A reconciliation between basic earnings per share and diluted earnings
per share follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
--------------------- -------------------
OCT. 3, SEPT. 27, OCT. 3, SEPT. 27,
1998 1997 1998 1997
---- ---- ---- ----
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Net income................................................ $ 2,621 $ 2,097 $ 6,865 $ 5,397
======== ======= ======= =======
Average common shares and equivalents outstanding:
Basic................................................... 8,927 9,194 8,934 9,238
Effect of dilutive options.............................. 508 512 524 511
-------- ------- ------- -------
Diluted................................................. 9,435 9,706 9,458 9,749
======== ======= ======= =======
Per share amounts:
Net income per common share............................. $ .29 $ .23 $ .77 $ .58
======= ======= ======= =======
Net income per common share, assuming dilution.......... $ .28 $ .22 $ .73 $ .55
======= ======= ======= =======
</TABLE>
7
<PAGE> 8
(3) UNUSUAL ITEM:
Included in the current quarter in Interest and Other (Income)/Expense,
Net is a pre-tax charge of $700,000 to provide for certain costs
incurred as a result of recently discovered improper actions of
personnel at one of the Company's last remaining trucking locations.
The Company believes this isolated incident has been adequately
provided for based upon initial examination, and will continue to
evaluate this matter.
8
<PAGE> 9
MARK VII, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
Three and nine months ended October 3, 1998 vs. three and nine months ended
September 27, 1997.
The following table sets forth the percentage relationship of the
Company's revenues and expense items to operating revenues for the periods
indicated:
<TABLE>
<CAPTION>
THIRD QUARTER NINE MONTHS
------------------- ---------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating revenues............................. 100.0% 100.0% 100.0% 100.0%
Transportation costs........................... 87.8 87.6 88.0 87.4
------ ------ ------ ------
Net revenues................................... 12.2 12.4 12.0 12.6
Operating expenses:
Salaries and related costs................. 2.4 2.7 2.4 2.7
Selling, general and administrative........ 7.1 7.6 7.3 8.0
------ ------ ------ ------
Total operating expenses.............. 9.5 10.3 9.7 10.7
------ ------ ------ ------
Operating income............................... 2.7 2.1 2.3 1.9
Interest and other (income)/expense, net....... .3 (.1) .1 .0
------ ------ ------ -----
Income before provision for income taxes....... 2.4% 2.2% 2.2% 1.9%
====== ====== ====== ======
</TABLE>
General - The transportation services operation contracts with carriers
for the transportation of freight by rail, truck, ocean or air for shippers.
Operating revenues include the carriers' charges for carrying shipments plus
commissions and fees, as well as revenues from fixed fee arrangements on a
portion of the Company's integrated logistics projects. The carriers with whom
the Company contracts provide transportation equipment, the charge for which is
included in transportation costs. As a result, the primary operating costs
incurred by the transportation services operations and logistics projects are
for purchased transportation. Net revenues include only the commissions and
fees.
Selling, general and administrative expenses primarily consist of the
percentage of net revenue paid to agencies and independent sales contractors as
consideration for providing sales and marketing, arranging for movement of
shipments, entering billing and accounts payable information on shipments and
maintaining customer relations, as well as other Company operating expenses.
Certain costs incurred by the Company's dedicated trucking fleets are also
reported in salaries and related costs and selling, general and administrative
expenses.
9
<PAGE> 10
Operating Revenues - The total number of shipments for the third
quarter increased 12% to 183,000 in 1998 versus 163,000 for the same period of
1997. Year-to-date, the number of shipments was 534,000, up 17% from 455,000
shipments for the same period of 1997. Total operating revenues increased 10%
for the three month period and 12% for the nine month period, compared to the
prior year. These increases are lower than the Company's historical growth rate
for operating revenues due to three primary factors. As discussed during the
first quarter of 1998, the Company ceased operations of a dedicated trucking
fleet due to uncontrollable customer conditions. During the second quarter of
1998, the Company discontinued certain logistics projects which no longer met
our profitability requirements on an ongoing basis. Finally, expanding logistics
management business continues to shift the Company's modal mix toward more
trucking and less-than-truckload services, which yield lower revenues per
shipment.
Net Revenues - The Company's net revenues as a percentage of operating
revenues declined for both the third quarter and first nine months of 1998
compared to the same periods of 1997. This decrease in net revenues as a
percentage of operating revenues during 1998 resulted from the closure of a
dedicated trucking fleet and has been offset by proportionate decreases in
operating expenses as a percentage of operating revenues.
Operating Expenses - As discussed above under Net Revenues, the closing
of certain dedicated trucking fleets has resulted in fluctuations in operating
expenses as a percentage of operating revenues. In general, the Company's
dedicated trucking fleets have relatively higher fixed costs as a percentage of
operating revenues than the Company's transportation services and logistics
management operations.
Interest and Other (Income)/Expense, Net - Included in the current
quarter is a pre-tax charge of $700,000 to provide for certain costs incurred as
a result of recently discovered improper actions of personnel at one of the
Company's last remaining trucking locations. The Company believes this isolated
incident has been adequately provided for based upon initial examination, and
will continue to evaluate this matter. Cash flow from operations has been
adequate to cover the Company's operating needs and capital requirements in
recent years resulting in decreased interest expense and increased interest
income in 1998 and 1997.
Provision for Income Taxes - The Company's effective tax rate was 41%
in 1998 and 42% in 1997.
LIQUIDITY AND CAPITAL RESOURCES
In recent years, the Company's cash flows from operations have exceeded
its working capital needs. In addition, the Company has available a $25,000,000
unsecured revolving credit facility (the "Facility"). On October 3, 1998, there
were no borrowings under the Facility, but letters of credit totaling $2,901,000
had been issued on the Company's behalf to secure insurance deductibles and
purchases of operating services, resulting in unused borrowing capacity of
$22,099,000. The interest rate for borrowings under the Facility is a variable
rate based upon the 30 day LIBOR Funding Rate, as defined, plus 50 to 125 basis
points. The Company pays a varying fee of .35% to 1.00% on outstanding letters
of credit and a varying commitment fee of .15% to .30% on the unused portion of
the Facility, as defined. At October 3, 1998, the interest rate was 6.08% and
the letter of credit fee and commitment fee were .35% and .15%, respectively.
The line of credit expires on July 1, 2000, but may be extended by mutual
agreement of the lender and the Company, for subsequent periods of one year
each.
Among the covenants contained in the Facility are maintenance of
certain financial ratios, including debt to net worth, cash plus accounts
receivable to current liabilities plus debt and debt to earnings before income
taxes, interest, depreciation and amortization (all as defined). Other covenants
include the level of capital and lease expenditures, acquisitions and mergers,
dividends and redemptions of stock.
At October 3, 1998, the Company had a ratio of current assets to
current liabilities of approximately 1.3 to 1. Management believes that the
Company will have sufficient cash flow from operations and borrowing capacity to
cover its operating needs and capital requirements for the foreseeable future.
10
<PAGE> 11
YEAR 2000
In 1996, the Company conducted an extensive review of its financial and
administrative information system. The review evaluated the system in terms of
Year 2000 compliance, capacity, general efficiency, compatibility and
competitive advantage. As a result of the review, the Company has designed a new
financial and administrative system to replace the existing system, which was
over ten years old. Implementation of this new system will be completed by the
end of the current fiscal year. Since October 1996, the Company has spent
approximately $2,500,000 on the design and implementation of this system.
Additionally, during this same period, the Company performed extensive reviews
of all other peripheral systems not included in the above system. The Company
has spent approximately $100,000 in order to ensure that its peripheral systems
are Year 2000 compliant. Management believes that the Company's primary internal
systems will be Year 2000 compliant by the end of the current fiscal year. The
Company expects to spend no more than an additional $100,000 on its Year 2000
compliance efforts. All funds for Year 2000 projects have been derived from
operating cash flows. The Company has sent a survey to its significant third
party suppliers and customers inquiring into their Year 2000 compliance status
and gathering information to assess the effect of any noncompliance on the
Company's operations. The Company has had no indication that these third parties
will not be Year 2000 compliant. Although no one can accurately predict how many
Year 2000 related failures will occur or the severity, duration or financial
consequences of such failures, it is possible that the Company could sustain
what is expected to be nonmaterial operational inconveniences and inefficiencies
and be involved in nonmaterial business disputes related to the Company or one
of it's vendor's or customer's inability to carry out certain contractual
obligations. Therefore, the Company has determined that the need for a major
contingency plan is not appropriate at this time.
OTHER INFORMATION
As the Company continues its expansion into more comprehensive
logistics management programs, the credit risk exposure on a limited number of
major customers increases. While the Company takes measures to continually
evaluate, monitor and, if necessary, reserve for these and other credit risks,
it is possible, although unlikely, that circumstances could develop on a
particular major customer which could have a material effect on the Company's
short-term results.
Results of operations in the transportation industry generally show a
seasonal pattern, as customers reduce shipments during and after the winter
holiday season. In recent years, the Company's operating income and earnings
have been higher in the second and third quarters than in the first and fourth
quarters.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
11
<PAGE> 12
MARK VII, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION.
<TABLE>
<CAPTION>
<S> <C> <C>
Item 1. Legal Proceedings. NONE
Item 2. Changes in Securities. NONE
Item 3. Defaults Upon Senior Securities. NONE
Item 4. Submission of Matters to a Vote of Security Holders. NONE
Item 5. Other Information. NONE
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K. NONE
</TABLE>
SIGNATURE
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.
Mark VII, Inc.
(Registrant)
November 17, 1998 /s/ Philip L. Dunavant
-------------------- ---------------------------------------------
(Date) Philip L. Dunavant, Executive Vice President,
Chief Financial Officer, Treasurer (Principal
Financial and Accounting Officer)
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARK
VII, INC. CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED OCTOBER 3,
1998 AND CONSOLIDATED BALANCE SHEET AS OF OCTOBER 3, 1998 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000795425
<NAME> MARK VII, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-02-1999
<PERIOD-START> JAN-04-1998
<PERIOD-END> OCT-03-1998
<CASH> 83
<SECURITIES> 0
<RECEIVABLES> 93,612
<ALLOWANCES> 3,385
<INVENTORY> 0
<CURRENT-ASSETS> 94,720
<PP&E> 15,040
<DEPRECIATION> 5,638
<TOTAL-ASSETS> 112,014
<CURRENT-LIABILITIES> 72,830
<BONDS> 757
0
0
<COMMON> 502
<OTHER-SE> 37,925
<TOTAL-LIABILITY-AND-EQUITY> 112,014
<SALES> 0
<TOTAL-REVENUES> 537,529
<CGS> 0
<TOTAL-COSTS> 473,242
<OTHER-EXPENSES> 52,626
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25
<INCOME-PRETAX> 11,636
<INCOME-TAX> 4,771
<INCOME-CONTINUING> 6,865
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,865
<EPS-PRIMARY> .77
<EPS-DILUTED> .73
</TABLE>
