SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 SEPTEMBER 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-24908
TRANSPORT CORPORATION OF AMERICA, INC.
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(Exact name of registrant as specified in its charter)
MINNESOTA 41-1386925
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1769 YANKEE DOODLE ROAD
EAGAN, MINNESOTA 55121
----------------------
(Address of principal executive offices and zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (651) 686-2500
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___
As of November 11, 1999, the Company had outstanding 8,304,490 shares of Common
Stock, $.01 par value.
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<PAGE>
TRANSPORT CORPORATION OF AMERICA, INC.
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements and Notes
Consolidated Balance Sheets as of
September 30, 1999 and December 31, 1998-------------------Page 3
Consolidated Statements of Earnings for the three and
nine months ended September 30, 1999 and 1998--------------Page 4
Consolidated Statements of Cash Flows for the
nine months ended September 30, 1999 and 1998--------------Page 5
Notes to Consolidated Financial Statements-------------------Page 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations-----------------------------------Page 7
Item 3. Quantitative and Qualitative Disclosures about Market Risk---Page 15
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K-----------------------------Page 15
2
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ITEM 1. FINANCIAL STATEMENTS
Transport Corporation of America, Inc.
Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------ ------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,168 $ 448
Trade accounts receivable, net 35,852 27,403
Other receivable 2,649 1,593
Operating supplies - inventory 1,575 1,378
Deferred income tax benefit 6,383 5,443
Prepaid expenses and tires 3,217 2,212
------------ ------------
Total current assets 50,844 38,477
Property and equipment:
Land, buildings, and improvements 21,263 18,759
Revenue equipment 224,682 179,042
Other equipment 13,564 9,905
------------ ------------
Total property and equipment 259,509 207,706
Less accumulated depreciation (53,667) (46,946)
------------ ------------
Property and equipment, net 205,842 160,760
Other assets, net 26,265 25,315
------------ ------------
Total assets $ 282,951 $ 224,552
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 15,753 $ 13,717
Accounts payable 6,580 7,207
Checks issued in excess of cash balances 4,448 426
Due to independent contractors 3,033 2,126
Accrued expenses 14,486 11,795
------------ ------------
Total current liabilities 44,300 35,271
Long term debt, less current maturities 106,809 79,531
Deferred income taxes 35,939 27,749
1,200,000 shares of common stock with non-detachable put 20,268 20,268
Stockholders' equity:
Common stock 71 67
Additional paid-in capital 28,977 24,093
Retained earnings 46,587 37,573
------------ ------------
Total stockholders' equity 75,635 61,733
------------ ------------
Total liabilities and stockholders' equity $ 282,951 $ 224,552
============ ============
</TABLE>
3
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Transport Corporation of America, Inc.
Consolidated Statements of Earnings
(In thousands, except share and per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
--------------------------- ---------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Operating revenues $ 72,022 $ 74,087 $ 214,201 $ 176,650
Operating expenses:
Salaries, wages, and benefits 20,055 18,497 59,471 49,662
Fuel, maintenance, and other expenses 7,809 7,175 22,886 20,377
Purchased transportation 24,492 27,786 72,673 57,183
Revenue equipment leases 509 907 2,211 2,822
Depreciation and amortization 6,690 5,473 18,707 14,577
Insurance, claims and damage 1,478 2,139 5,351 5,054
Taxes and licenses 1,419 1,194 4,019 2,944
Communications 853 792 2,439 2,057
Other general and administrative expenses 2,149 2,419 6,635 6,491
Gain on sale of equipment (396) (180) (536) (239)
----------- ----------- ----------- -----------
Total operating expenses 65,058 66,202 193,856 160,928
----------- ----------- ----------- -----------
Operating income 6,964 7,885 20,345 15,722
Interest expense 2,093 1,429 5,591 3,616
Interest income (8) (5) (35) (118)
----------- ----------- ----------- -----------
Interest expense, net 2,085 1,424 5,556 3,498
----------- ----------- ----------- -----------
Earnings before income taxes 4,879 6,461 14,789 12,224
Provision for income taxes 1,903 2,521 5,775 4,770
----------- ----------- ----------- -----------
Net earnings $ 2,976 $ 3,940 $ 9,014 $ 7,454
=========== =========== =========== ===========
Net earnings per share:
Basic $ 0.36 $ 0.50 $ 1.11 $ 1.05
=========== =========== =========== ===========
Diluted $ 0.35 $ 0.48 $ 1.06 $ 1.03
=========== =========== =========== ===========
Average common shares outstanding:
Basic 8,244,409 7,914,611 8,085,156 7,099,019
Diluted 8,501,913 8,225,272 8,503,673 7,259,381
</TABLE>
4
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Transport Corporation of America, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
Nine months ended
September 30,
-------------------------
1999 1998
---------- ----------
<S> <C> <C>
Operating activities:
Net earnings $ 9,014 $ 7,454
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization 18,707 14,577
Gain on sale of equipment (536) (239)
Deferred income taxes 5,563 3,549
Changes in operating assets and liabilities,
net of acquisitions:
Trade receivable (5,684) (4,208)
Other receivable (995) 3,295
Operating supplies (197) (261)
Prepaid expenses and tires (663) (125)
Accounts payable (1,744) (645)
Due to independent contractors 869 1,257
Accrued expenses 762 5,294
---------- ----------
Net cash provided by operating activities 25,096 29,948
---------- ----------
Investing activities:
Purchases of revenue equipment (53,333) (36,919)
Purchases of property and other equipment (6,162) (3,230)
Payments for other assets (345) 0
Acquisition of business, net of cash acquired (2,611) (15,555)
Proceeds from sales of equipment 17,943 3,767
---------- ----------
Net cash used in investing activities (44,508) (51,937)
---------- ----------
Financing activities:
Proceeds from issuance of common stock,
and exercise of options and warrants 988 559
Payments for repurchase and retirement of common stock 0 (66)
Proceeds from issuance of long-term debt 165 10,577
Principal payments on long-term debt (18,043) (33,968)
Proceeds from issuance of notes payable to bank 114,866 61,350
Principal payments on notes payable to bank (81,866) (21,350)
Change in net checks issued in excess of cash balances 4,022 3,711
---------- ----------
Net cash provided by financing activities 20,132 20,813
---------- ----------
Net increase (decrease) in cash 720 (1,176)
Cash and cash equivalents, beginning of period 448 1,383
---------- ----------
Cash and cash equivalents, end of period $ 1,168 $ 207
========== ==========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 5,499 $ 3,501
Income taxes, net 634 254
</TABLE>
5
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TRANSPORT CORPORATION OF AMERICA, INC.
Notes to Consolidated Financial Statements
1. Interim Financial Statements (unaudited)
The unaudited interim consolidated financial statements
contained herein reflect all adjustments which, in the opinion of
management, are necessary for a fair presentation of the interim
periods. They have been prepared in accordance with the instructions
to Form 10-Q, Article 10 of Regulation S-X and, accordingly, do not
include all the information and footnotes required by generally
accepted accounting principles for complete financial statements.
These financial statements should be read in conjunction with the
audited financial statements and footnotes included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1998. The
policies described in that report are used in preparing interim
reports. Certain balances from prior periods have been reclassified
to conform to current presentation.
The Company's business is seasonal. Operating results for the
nine month period ended September 30, 1999 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 1999.
2. Commitments
As of September 30, 1999, the Company had commitments to
purchase approximately $13.5 million of revenue equipment, net of
anticipated proceeds from the disposition of used equipment.
In April of 1999, the Company entered into a five-year
operating lease for the construction of a new headquarters facility
in Eagan, Minnesota. Construction is expected to be complete in the
first quarter of 2000. The aggregate lease payments are contingent
on the final construction costs, which are currently estimated to be
$13 million.
3. Acquisition
Effective May 1, 1999, the Company issued 350,000 shares of
its common stock as a portion of the purchase price to acquire
Robert Hansen Trucking, Inc. ("RHT") The purchase price consists of
$2.2 million in cash and shares of the Company's common stock. The
number of shares will be determined based upon post acquisition
adjustments to the purchase price. The Company is holding in escrow
105,000 shares of the total shares issued, pending this final
determination.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended September 30, 1999 and 1998
During the third quarter of 1999, the Company's results were
negatively impacted by computer database problems associated with an
information systems upgrade which limited the Company's ability to
handle approximately 2,000 normally scheduled loads during the
quarter. The lost loads contributed to fluctuations in revenue and
several expense categories when compared to the third quarter of
1998.
Operating revenues decreased 2.8% to $72.0 million for the
quarter ended September 30, 1999 from $74.1 million for the quarter
ended September 30, 1998. The decrease in revenue was primarily due
to computer database problems associated with the information
systems upgrade and a shortage of drivers. Revenue per mile,
excluding fuel surcharges, increased to $1.29 in the third quarter
of 1999, compared to $1.28 for the same period of 1998. The
improvement in revenue per mile reflects changes in the Company's
freight mix. Included in the quarter ended September 30, 1999 was
$1.3 million in incremental revenues from non-asset based business.
Equipment utilization, as measured by average revenue per tractor
per week, was $2,639 during the third quarter of 1999, compared to
$2,879 in the third quarter of 1998. The decline reflects decreased
equipment utilization resulting from the historically lower
utilization of the RHT business, which was acquired in May, 1999, a
higher percentage of empty miles driven, and the computer database
problems associated with the information systems upgrade.
7
<PAGE>
Pre-tax margin (earnings before income taxes as a percentage
of operating revenues) was 6.8% in the third quarter of 1999,
compared to 8.7% in the same period of 1998. Efficiency, as measured
by average annualized revenues per non-driver employee was $546,700
for the third quarter of 1999, compared to $645,300 for the same
period of 1998. The decline is attributable to the computer database
problems associated with the information systems upgrade and
increased headcount. Salaries, wages, and benefits as a percentage
of operating revenues increased to 27.8% in the third quarter of
1999, compared to 25.0% for the same period of 1998. The increased
percentage in 1999 is primarily a result of the combination of the
decline of revenues, a greater proportion of miles driven by
employee drivers, as well as increased wages resulting from
addressing the computer database problems associated with the
information systems upgrade. The increased wages included employee
overtime and additional non- revenue-generating driver pay. Fuel
maintenance and other expenses, as a percentage of operating
revenues, increased from 9.7% for the third quarter of 1998 to 10.8%
for the third quarter of 1999, as a result of increased fuel prices
and an increase in the percentage of miles driven by company
drivers. The decline in the percentage of miles driven by
independent contractors resulted in a decrease in purchased
transportation as a percentage of operating revenues to 34.0% in the
third quarter of 1999 compared to 37.5% in 1998. Taxes and licenses
as a percentage of operating revenues was 1.6% in the third quarter
of 1998 compared to 2.0% in the third quarter of 1999. Revenue
equipment leases decreased as a percentage of operating revenues to
0.7% in the third quarter of 1999 from 1.2% for the same period of
1998, primarily as a result of a decrease in the use of leases.
Depreciation and amortization for the third quarter of 1999 was 9.3%
of operating revenues, compared to 7.4% for the same period of 1998,
primarily resulting from a smaller portion of revenue equipment
supplied by independent contractors during the third quarter of
1999. Improved accident and claims experience resulted in a decrease
of insurance, claims, and damage expense as a percentage of
operating revenues from 2.9% for the third quarter of 1998 compared
to 2.0% for the same quarter in 1999. Other general and
administrative expenses as a percentage of operating revenues were
3.0% in the third quarter of 1999, compared to 3.2% for the same
period of 1998.
Net interest expense in the third quarter of 1999 was 2.9% of
operating revenues, compared to 1.9% for the same period of 1998,
resulting from increased debt balances relating to the acquisition
of RHT and purchases of revenue equipment to replace older, less
efficient equipment obtained in the acquisition.
Gain on the disposition of equipment was $396,000 in the third
quarter of 1999, compared to a gain on $180,000 in the same quarter
of 1998. The effective tax rate for the third quarters of 1999 and
1998 was 39.0%.
8
<PAGE>
As a consequence of the items discussed above, net earnings
decreased to $3.0 million, or 4.1 % of operating revenues for the
quarter ended September 30, 1999 from $3.9 million, or 5.3% of
operating revenues for the quarter ended September 30, 1998.
Nine Months Ended September 30, 1999 and 1998
Operating revenues increased 21.2% to $214.2 million for the
nine months ended September 30, 1999 from $176.7 million for the
first nine months of 1998. This increase resulted from revenue
growth from existing customers as well as additional revenues
attributable to the North Star Transport, Inc. ("North Star") and
RHT acquisitions, partially offset by the computer database problems
associated with the information systems upgrade encountered in the
third quarter of 1999. North Star was acquired July 1, 1998. Revenue
per mile was $1.29 in the first nine months of 1999 compared to
$1.27 for the same period of 1998. The improvement in revenue per
mile reflects changes in the Company's freight mix. Equipment
utilization, as measured by average revenue per tractor per week,
declined to $2,696 during the first nine months of 1999 from $2,851
for the same period of 1998. The decline reflects decreased
equipment utilization resulting from the historically lower
utilization in the North Star and RHT businesses.
9
<PAGE>
Pre-tax margin (earnings before income taxes as a percentage
of operating revenues) was 6.9% in the first nine months of 1999 and
1998. Efficiency, as measured by average annualized revenues per
non-driver employee was $570,800 for the first nine months of 1999
compared to $589,100 for the same period of 1998. Salaries, wages,
and benefits, as a percentage of operating revenues, declined to
27.8% in the first nine months of 1999, compared to 28.1% for the
same period of 1998, resulting primarily from a decrease in the
percentage of miles driven by employee drivers in the first nine
months of 1999, compared to the same period of 1998.
Correspondingly, purchased transportation increased as a percentage
of operating revenues to 33.9% in the first nine months of 1999 from
32.3% for the same period of 1998. Fuel, maintenance, and other
expenses decreased as a percentage of operating revenues to 10.7% in
the first nine months of 1999 from 11.5% for the same period of
1998, reflecting an increased percentage of miles driven by
independent contractors in the first nine months of 1999, partially
offset by higher fuel prices in 1999 compared to 1998. Revenue
equipment leases decreased as a percentage of operating revenues to
1.0% in the first nine months of 1999 from 1.6% for the same period
of 1998, primarily as a result of a decrease in the use of leases.
Depreciation and amortization increased as a percentage of operating
revenues to 8.7% in the first nine months of 1999, compared to 8.2%
for the same period of 1998, primarily resulting from amortization
of goodwill obtained in the North Star and RHT acquisitions and
increases in company owned revenue equipment during the first nine
months of 1999. Other general and administrative expenses as a
percentage of operating revenues were 3.1% in the first nine months
of 1999, compared to 3.7% for the same period of 1998, reflecting
the Company's ability to absorb the operations of RHT and North Star
without significantly increasing its non-wage related indirect
costs.
In the first nine months of 1999, gain on the disposition of
equipment was $536,000, compared to a gain of $239,000 in the first
nine months of 1998.
10
<PAGE>
Net interest expense in the first nine months of 1999 was 2.6%
of operating revenues, compared to 2.0% for the same period of 1998,
primarily a reflection of the higher average outstanding debt
associated with the acquisition of North Star and RHT. In addition,
the Company increased its purchases of revenue equipment to replace
older, less efficient equipment obtained in the acquisition.
The effective tax rates for the first nine months of 1999 and
1998 were 39.0%.
As a consequence of the items discussed above, net earnings
increased to $9.0 million, or 4.2% of operating revenues, for the
nine months ended September 30, 1999 from $7.5 million, or 4.2% of
operating revenues, for the nine months ended September 30, 1998.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $25.1 million in
the first nine months of 1999. Working capital as of September 30,
1999 was $6.5 million, compared to $3.2 million as of December 31,
1998. Accrued liabilities include normal provisions for accident and
workers' compensation claims associated with the Company's
self-insured retention insurance program, less claim payments
actually made. The Company believes that its reserves and liquidity
are adequate for expected future claim payments.
Investing activities in the first nine months of 1999 consumed
net cash of $44.5 million, primarily for the purchase of 343 new
tractors and 1,013 new trailers, less proceeds from the disposition
of used equipment. This purchase activity is a result of the
Company's strategy to replace older, less efficient equipment
acquired in the North Star and RHT acquisitions. The Company expects
capital spending on revenue equipment to decrease in the last
quarter of the year. Also, included in investing activities is $2.6
million consumed for the acquisition of RHT. As of September 30,
1999, the Company had commitments for the purchase of approximately
$13.5 million of revenue equipment and real estate. The Company
expects to use cash provided by operating activities to purchase the
revenue equipment.
Net cash provided by financing activities was $20.1 million in
the first nine months of 1999, including $33.0 million representing
net proceeds from the Company's credit facility less a net reduction
of other long term debt by $17.9 million.
11
<PAGE>
In April of 1999, the Company entered into a five-year
operating lease for the construction of a new headquarters facility
in Eagan, Minnesota. Construction is expected to be complete in the
first quarter of 2000. The aggregate lease payments are contingent
on the final construction costs, which are currently estimated to be
$13 million.
The Company has a credit agreement with seven major banks for
an unsecured credit facility with maximum combined borrowings and
letters of credit of $100 million. Amounts actually available under
the credit facility are limited by the Company's accounts receivable
and unencumbered revenue equipment. The credit facility, which was
extended one year during the quarter, expires in March 2002. The
facility is used to meet working capital needs, purchase revenue
equipment and other assets, satisfy letter of credit requirements
associated with the Company's self-insured retention arrangements,
and for acquisitions. At September 30, 1999, there were outstanding
borrowings of $86.0 million under this credit facility. The Company
expects to continue to fund its liquidity needs and anticipated
capital expenditures with cash flows from operations and the credit
facility.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, The FASB issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("Statement No. 133"). Statement No. 133
requires that an enterprise recognize all derivatives as either
assets or liabilities in the consolidated balance sheet and measure
those instruments at fair value. Statement No. 133 is effective for
all fiscal quarters of all fiscal years beginning after June 15,
2000. The Company is currently assessing the effect, if any, of
Statement No. 133 on its financial statements.
YEAR 2000
GENERAL STATE OF READINESS:
The Company has instituted a Steering Committee (the
"Committee") to assess the readiness and take remedial action to
correct the Company's systems to accommodate Year 2000 ("Y2K")
issues. The Committee, consisting of senior management representing
both technical and operating departments, is charged with developing
a project plan, detailed management and remediation plans, as well
as execution of these plans.
12
<PAGE>
Under the guidance of the Committee, an inventory and
assessment of all systems has been completed. Remediation for
non-compliant systems has also been completed, with the exception of
two non-critical applications. These remaining two applications are
being tested and certified, with completion expected in November
1999.
The Company is dependent upon system-based relationships with
outside parties, including customers, banks, payroll processors,
suppliers, communication service providers, and other business
partners. The Company has outlined its core business processes and
identified customers and vendors who are critical to these
processes. As a result of a series of phone and printed surveys of
its business partners, the Company has determined the degree of
impact on Company operations, should any of these outside parties
fail to achieve Y2K compliance. Remediation actions and alternate
procedures have been developed to overcome any significant business
partner issues discovered as a result of the surveys.
COSTS TO ADDRESS THE COMPANY'S Y2K ISSUES
The Company believes that the costs of addressing internal Y2K
issues will not have a material adverse effect upon its results of
operations or financial condition. To date, internal costs
associated with Y2K compliance have been approximately $450,000.
RISKS ASSOCIATED WITH THE COMPANY'S Y2K ISSUES
The Company believes that it has substantially implemented the
necessary changes to its internal systems to achieve Y2K compliance,
except for two non-critical systems, which will be made compliant in
November 1999. Should unanticipated systems failures occur, the
Company believes that alternative manual procedures exist that could
minimize the disruption caused by a Y2K failure until changes are
made to resolve such a disruption. However, such manual procedures
would not likely be effective for an extended period of time.
The Company is dependent upon third party resources, which are
outside its direct control. Among the more critical of these is the
telecommunication system, upon which the Company depends to receive
customer orders and direct driver movements. Daily activities are
very dependent upon voice-based phone systems and satellite-based
communication systems. Failure of the voice-based phone system would
pose a critical loss of capabilities, only partially offset by
satellite communication options. The Company believes that its third
party resources are substantially Y2K compliant.
13
<PAGE>
Several critical relationships exist between the Company and
its customers, particularly those who electronically initiate order
transactions with the Company or interact directly with the
Company's systems. Failure of the Company's customers to achieve Y2K
compliance could jeopardize the Company's ability to transact
business electronically with those customers. In the event of a
customer's Y2K failure, the success of manual interim processes will
be largely out of the Company's control. The Company has actively
coordinated with its major customers the assessment and remediation
of Y2K compliance issues and believes that its electronic business
transactions with these customers are substantially Y2K compliant.
CONTINGENCY PLANS
The Company has developed and implemented a comprehensive Y2K
Contingency Plan. The plan includes alternative manual and
electronic procedures. Successful contingency tests were completed
in August 1999. The Company expects to perform a second contingency
test in December 1999.
FORWARD-LOOKING STATEMENTS
The Company has included various statements in this
Management's Discussion and Analysis and Results Of Operations which
may be considered as forward-looking statements of expected future
results of operations or events made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Such statements, based upon management's interpretation of currently
available information, are subject to risks and uncertainties that
could cause future financial results or events to differ materially
from those which are presented. Such risks and factors include
general economic conditions, competition in the transportation
industry, governmental regulation, the Company's ability to recruit,
train and retain qualified drivers, the cost of fuels, customer
decisions to meet their transportation needs, the ability of the
Company to maintain a higher level of service than its competitors,
the integration of its acquisition of RHT, adverse weather
conditions, and other factors outside the Company's control. The
Company wishes to caution readers not to place undue reliance on any
such forward-looking statements, which speak only as of the date
made.
14
<PAGE>
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to certain market risks with its $100
million credit agreement, of which $86.0 million outstanding at
September 30, 1999. The agreement bears interest at a variable rate,
which was 6.3% at September 30, 1999. In addition, the Company has
outstanding 1.2 million shares of common stock with a non-detachable
Put option. The Put gives the shareholders the right to sell some or
all of the 1.2 million shares back to the Company at $16.89 per
share, payable in cash, during a 60-day period commencing June 30,
2001.
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits:
Exhibit
Number Description
------ -----------
10.1 Form of Change in Control Severance Agreement
11.1 Statement re: Computation of Net Earnings per Share
27 Financial Data Schedule
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter ended
September 30, 1999.
15
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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.
TRANSPORT CORPORATION OF AMERICA, INC.
Date: November 11, 1999 /s/ Robert J. Meyers
--------------------- -----------------------------------------
Robert J. Meyers
President and Chief Operating Officer
/s/ Keith R. Klein
-----------------------------------------
Keith R. Klein
Chief Financial Officer
16
EXHIBIT 10.1
FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS AGREEMENT is made and entered into by and between Transport
Corporation of America, Inc., a Minnesota corporation with its principal offices
at 1769 Yankee Doodle Road, Eagan, Minnesota 55121 (the "Company") and
_______________, residing at ________________________________ (the "Executive"),
and shall be effective as of this ____ day of September, 1999.
WHEREAS, the Company considers the establishment and maintenance of a
sound and vital management to be essential to protecting and enhancing the best
interests of the Company and its shareholders; and
WHEREAS, the Executive has made and is expected to make, due to the
Executive's intimate knowledge of the business and affairs of the Company, its
policies, methods, personnel, and problems, a significant contribution to the
profitability, growth, and financial strength of the Company; and
WHEREAS, the Company, as a publicly held corporation, recognizes that
the possibility of a Change in Control may exist, and that such possibility and
the uncertainty and questions which it may raise among management may result in
the departure or distraction of the Executive in the performance of the
Executive's duties, to the detriment of the Company and its shareholders; and
WHEREAS, it is in the best interests of the Company and its
stockholders to reinforce and encourage the continued attention and dedication
of management personnel, including the Executive, to their assigned duties
without distraction and to ensure the continued availability to the Company of
the Executive in the event of a Change in Control.
17
<PAGE>
THEREFORE, in consideration of the foregoing and other respective
covenants and agreements of the parties herein contained, the parties hereto
agree as follows:
1. Term of Agreement. This Agreement shall be effective from and after
the date hereof and shall continue in effect through December 31, 2001, and
shall automatically be extended for successive one-year periods thereafter
unless the Board of Directors of the Company (the "Board") shall have approved,
and the Executive is notified in writing, prior to January 1, 2001 and each
January 1 thereafter, that the term of this Agreement shall not be extended or
further extended; provided, however, that if a Change in Control shall have
occurred during the original or any extended term of this Agreement, this
Agreement shall continue in effect for a period of 24 months from the date of
the occurrence of a Change in Control. In the event that more than one Change in
Control shall occur during the original or any extended term of this Agreement,
the 24-month period shall follow the last Change in Control. This Agreement
shall neither impose nor confer any further rights or obligations on the Company
or the Executive on the day after the end of the term of this Agreement.
Expiration of the term of this Agreement of itself and without subsequent action
by the Company or the Executive shall not end the employment relationship
between the Company and the Executive.
18
<PAGE>
2. Change in Control. No benefits shall be payable hereunder unless
there shall have been a Change in Control. For purposes of this Agreement, a
"Change in Control" of the Company shall mean a change in control which would be
required to be reported in response to Item 6(e) on Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), whether or not the Company is then subject to such reporting
requirement, including, without limitation, if:
(a) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act), other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any
subsidiary of the Company, becomes a "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 30% or more of the combined
voting power of the Company's then outstanding securities; or
(b) During any period of two consecutive years (not including
any period ending prior to the effective date of this Agreement), the
Incumbent Directors cease for any reason to constitute at least a
majority of the Board of Directors. The term "Incumbent Directors"
shall mean those individuals who are members of the Board of Directors
on the effective date of this Agreement and any individual who
subsequently becomes a member of the Board of Directors (other than a
director designated by a person who has entered into agreement with the
Company to effect a transaction contemplated by Section 2(c)) whose
election or nomination for election by the Company's shareholders was
approved by a vote of at least a majority of the then Incumbent
Directors; or
(c) (i) The Company consummates a merger, consolidation, share
exchange, division or other reorganization of the Company with any
corporation or entity, other than an entity owned at least 80% by the
Company, unless immediately after such transaction, the shareholders of
the Company immediately prior to such transaction beneficially own,
directly or indirectly 51% or more of the combined voting power of
resulting entity's outstanding voting securities as well as 51% or more
of the Total Market Value of the resulting entity, or in the case of a
division, 51% or more of the combined voting power of the outstanding
voting securities of each entity resulting from the division as well as
51% or more of the Total Market Value of each such entity, in each case
in substantially the same proportion as such shareholders owned shares
of the Company prior to such transaction; (ii) the shareholders of the
Company approve an agreement for the sale or disposition (in one
transaction or a series of transactions) of assets of the Company, the
total consideration of which is greater than 51% of the Total Market
Value of the Company, or (iii) the Company adopts a plan of complete
liquidation or winding-up of the Company. "Total Market Value" shall
mean the aggregate market value of the Company's or the resulting
entity's outstanding common stock (on a fully diluted basis) plus the
aggregate market value of the Company's or the resulting entity's other
outstanding equity securities as measured by the exchange rate of the
transaction or by
19
<PAGE>
such other method as the Board determines where there is not a readily
ascertainable exchange rate.
3. Termination Following Change in Control. If a Change in Control
shall have occurred during the term of this Agreement, the Executive shall be
entitled to the benefits provided in subsection 4(d) unless such termination is
(A) because of the Executive's death or Retirement, (B) by the Company for Cause
or Disability, or (C) by the Executive other than for Good Reason.
(a) Disability; Retirement. If, as a result of incapacity due
to physical or mental illness, the Executive shall have been absent
from the full-time performance of the Executive's duties with the
Company for at least six (6) consecutive months, and within 30 days
after written Notice of Termination is given the Executive shall not
have returned to the full-time performance of the Executive's duties,
the Company may terminate the Executive's employment for "Disability".
Any question as to the existence of the Executive's Disability upon
which the Executive and the Company cannot agree shall be determined by
a qualified independent physician selected by the Executive (or, if the
Executive is unable to make such selection, it shall be made by any
adult member of the Executive's immediate family), and approved by the
Company. The determination of such physician made in writing to the
Company and to the Executive shall be final and conclusive for all
purposes of this Agreement. Termination by the Company or the Executive
of the Executive's employment based on "Retirement" shall mean
termination on or after attaining age sixty-five (65).
(b) Cause. For purposes of this Agreement, "Cause" shall mean:
(i) the willful and continued failure by the
Executive (other than any such failure resulting from (1) the
Executive's incapacity due to physical or mental illness, (2)
any such actual or anticipated failure after the issuance of a
Notice of Termination by the Executive for Good Reason or (3)
the Company's active or passive obstruction of the performance
of the Executive's duties and responsibilities) to perform
substantially the duties and responsibilities of the
Executive's position with the Company after a written demand
for substantial performance is delivered to the Executive by
the Board, which demand specifically identifies the manner in
which the Board believes that the Executive has not
substantially performed the duties or responsibilities;
(ii) the conviction of the Executive by a court of
competent jurisdiction for felony criminal conduct; or
(iii) the willful engaging by the Executive in fraud
or dishonesty which is demonstrably and materially injurious
to the Company, monetarily or otherwise.
20
<PAGE>
No act, or failure to act, on the Executive's part shall be
deemed "willful" unless committed, or omitted by the Executive in bad
faith and without reasonable belief that the Executive's act or failure
to act was in the best interest of the Company. The Executive shall not
be terminated for Cause unless and until the Company shall have
delivered to the Executive a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the entire
membership of the Board at a meeting of the Board called and held for
such purpose (after reasonable notice to the Executive and an
opportunity for the Executive, together with the Executive's counsel,
to be heard before the Board), finding that, in the good faith opinion
of the Board, the Executive's conduct was Cause and specifying the
particulars thereof in detail.
(c) Good Reason. The Executive shall be entitled to terminate
his employment for Good Reason. For purposes of this Agreement, "Good
Reason" shall mean, without the Executive's express written consent,
any of the following:
(i) The assignment to the Executive of any duties
inconsistent with the Executive's status or position with the
Company, or a substantial alteration in the nature or status
of the Executive's responsibilities from those in effect
immediately prior to the Change in Control;
(ii) A reduction by the Company in the Executive's
annual compensation including, but not limited to, base pay or
short and/long term incentive pay in effect immediately prior
to a Change in Control;
(iii) The relocation of the Company's principal
executive offices to a location more than fifty miles from
Eagan, Minnesota, or the Company requiring the Executive to be
based anywhere other than the Company's principal executive
offices except for required travel on the Company's business
to an extent substantially consistent with the Executive's
business travel obligations immediately prior to the Change in
Control;
(iv) The failure by the Company to continue to
provide the Executive with benefits at least as favorable to
those enjoyed by the Executive under any of the Company's
pension, life insurance, medical, health and accident,
disability, deferred compensation, incentive awards, incentive
stock options, or savings plans in which the Executive was
participating immediately prior to the Change in Control, the
taking of any action by the Company which would directly or
indirectly materially reduce any of such benefits or deprive
the Executive of any material fringe benefit enjoyed
immediately prior to the Change in Control, or the failure by
the Company to provide the Executive with the number of paid
vacation days to which Executive is entitled immediately prior
to the Change in Control, provided, however, that the Company
may amend any such plan or programs as long as such
21
<PAGE>
amendments do not reduce any benefits to which the Executive
would be entitled upon termination;
(v) The failure of the Company to obtain a
satisfactory agreement from any successor to assume and agree
to perform this Agreement, as contemplated in Section 7; or
(vi) any material violation of this Agreement by the
Company.
(d) Notice of Termination. Any purported termination of the
Executive's employment by the Company or by the Executive shall be
communicated by written Notice of Termination to the other party hereto
in accordance with Section 8. For purposes of this Agreement, a "Notice
of Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth
the facts and circumstances claimed to provide a basis for termination
of the Executive's employment.
(e) Date of Termination. For purposes of this Agreement, "Date
of Termination" shall mean:
(i) If the Executive's employment is terminated for
Disability, 30 days after Notice of Termination is given
(provided that the Executive shall have been absent from
full-time performance of duties for at least six (6) months
and shall not have returned to the full-time performance of
the Executive's duties during such 30 day period, in
accordance with Section 3(a) hereof); and
(ii) If the Executive's employment is terminated
pursuant to subsections (b) or (c) above or for any other
reason (other than Disability), the date specified in the
Notice of Termination (which, in the case of a termination
pursuant to subsection (b) above shall not be less than 10
days, and in the case of a termination pursuant to subsection
(c) above shall not be less than 10 nor more than 30 days,
respectively, from the date such Notice of Termination is
given).
(f) Dispute of Termination. If, within 10 days after any
Notice of Termination is given, the party receiving such Notice of
Termination notifies the other party that a dispute exists concerning
the termination, the Date of Termination shall be the date on which the
dispute is finally determined, either by mutual written agreement of
the parties, or by a final judgment, order or decree of a court of
competent jurisdiction (which is not appealable or the time for appeal
therefrom having expired and no appeal having been perfected);
provided, that the Date of Termination shall be extended by a notice of
dispute only if such notice is given in good faith and the party giving
such notice pursues the resolution of such dispute with reasonable
diligence. Notwithstanding the pendency of any such dispute, the
Company shall continue to pay the Executive full compensation in effect
when the notice giving rise to the dispute was given (including, but
not limited to,
22
<PAGE>
base salary) and continue the Executive as a participant in all
compensation, benefit and insurance plans in which the Executive was
participating when the notice giving rise to the dispute was given,
until the dispute is finally resolved in accordance with this
subsection. Amounts paid under this subsection are in addition to all
other amounts due under this Agreement and shall not be offset against
or reduce any other amounts under this Agreement.
4. Compensation Upon Termination or During Disability. Following a
Change in Control of the Company, as defined in subsection 2(a), upon
termination of the Executive's employment or during a period of Disability, the
Executive shall be entitled to the following benefits:
(a) During any period that the Executive fails to perform
full-time duties with the Company as a result of a Disability, the
Company shall pay the Executive, the Executive's base salary as in
effect at the commencement of any such period and the amount of any
other form or type of compensation otherwise payable for such period if
the Executive were not so disabled, until such time as the Executive is
determined to be eligible for long term disability benefits in
accordance with the Company's insurance programs then in effect or the
Executive is terminated for "Disability."
(b) If the Executive's employment shall be terminated by the
Company for Cause or by the Executive other than for Good Reason or
Disability, the Company shall pay to the Executive his full base salary
through the Date of Termination at the rate in effect at the time
Notice of Termination is given and the Company shall have no further
obligation to the Executive under this Agreement, except with respect
to any benefits to which the Executive is entitled under any Company
pension or welfare benefit plan, insurance program or as otherwise
required by law.
(c) If the Executive's employment shall be terminated by the
Company or by the Executive for Disability or Retirement, or by reason
of death, the Company shall immediately commence payment to the
Executive (or the Executive's designated beneficiaries or estate, if no
beneficiary is designated) of any and all benefits to which the
Executive is entitled under the Company's retirement and insurance
programs then in effect.
(d) If the Executive's employment shall be terminated (A) by
the Company other than for Cause, Retirement, Disability or the
Executive's death or (B) by the Executive for Good Reason, then the
Executive shall be entitled to the benefits provided below:
(i) The Company shall pay the Executive, through the
Date of Termination, the Executive's base salary as in effect
at the time the Notice of
23
<PAGE>
Termination is given and any other form or type of
compensation otherwise payable for such period;
(ii) In lieu of any further salary payments for
periods subsequent to the Date of Termination, the Company
shall pay a severance payment (the "Severance Payment") equal
to [___] times the Executive's Annual Compensation as defined
below. For purposes of this Section 4, "Annual Compensation"
shall mean the Executive's annual salary (regardless of
whether all or any portion of such salary has been contributed
to a deferred compensation plan), the annual amount of the
Company bonus for which the Executive is eligible upon
attainment of 100% of the target (regardless of whether such
target bonus has been achieved or whether conditions of such
target bonus are actually fulfilled), and any other type or
form of compensation paid to the Executive by the Company (or
any corporation (an "Affiliate") affiliated with the Company
within the meaning of Section 1504 of the Internal Revenue
Code of 1986 as it may be amended from time to time (the
"Code")) and included in the Executive's gross income for
federal tax purposes during the 12-month period ending
immediately prior to the Date of Termination, but excluding:
a) any amount actually paid to the Executive as a cash payment
of the target bonus (regardless of whether all or any portion
of such Company bonus was contributed to a deferred
compensation plan); b) compensation income recognized as a
result of the exercise of stock options or sale of the stock
so acquired; and c) any payments actually or constructively
received from a plan or arrangement of deferred compensation
between Company and the Executive. All of the items included
in Annual Compensation shall be those in effect on the Date of
Termination and shall be calculated without giving effect to
any reduction in such compensation which would constitute a
breach of this Agreement. The Severance Payment shall be made
in a single lump sum within 60 days after the Date of
Termination.
(iii) For the [__]-month period after the Date of
Termination, the Company shall arrange to provide, at its sole
expense, the Executive with life, disability, accident and
health insurance benefits substantially similar to those which
the Executive is receiving or entitled to receive immediately
prior to the Notice of Termination. The cost of providing such
benefits shall be in addition to (and shall not reduce) the
Severance Payment. Benefits otherwise receivable by the
Executive pursuant to this paragraph (iii) shall be reduced to
the extent comparable benefits are actually received by the
Executive during such period, and any such benefits actually
received by Executive shall be reported to the Company.
[(iv) Up to $10,000 for individual outplacement
counseling to the Executive.]
24
<PAGE>
[(v) The Company shall also pay to the Executive all
legal fees and expenses incurred by the Executive as a result
of such termination (including all such fees and expenses, if
any, incurred in contesting or disputing any such termination
or in seeking to obtain or enforce any right or benefit
provided by this Agreement).]
(e) The Executive shall not be required to mitigate the amount
of any payment provided for in this Section 4 by seeking other
employment or otherwise, nor shall the amount of any payment or benefit
provided for in this Section 4 be reduced by any compensation earned by
the Executive as the result of employment by another employer or by
retirement benefits after the Date of Termination, or otherwise.
(f) The Executive shall be entitled to receive all benefits
payable to the Executive under the Company pension and welfare benefit
plans or any successor of such plan and any other plan or agreement
relating to retirement benefits which shall be in addition to, and not
reduced by, any other amounts payable to the Executive under this
Section 4.
(g) The Executive shall be entitled to exercise all rights and
to receive all benefits accruing to the Executive under any and all
Company stock purchase and stock option plans or programs, or any
successor to any such plans or programs, which shall be in addition to,
and not reduced by, any other amounts payable to the Executive under
this Section 4.
Notwithstanding anything herein to the contrary, if the Executive's
employment is governed by a separate written employment agreement that provides
benefits upon a termination of employment, the aggregate of any payments or
benefits payable under such employment agreement shall offset and reduce the
aggregate of payments and benefits under this Agreement.
5. Limitation on Parachute Payments. If, in the opinion of tax counsel
selected by the Company and acceptable to the Executive, the Severance Payment
(in its full amount or as partially reduced, as the case may be) plus all other
payments or benefits which constitute "parachute payments" within the meaning of
section 280G(b)(2) of the Code exceeds the amount that is deductible by the
Company by reason of section 280G, and in the opinion or such tax counsel, the
Severance Payment (in its full amount or as partially reduced, as the case may
be) plus all other payments or benefits which constitute "parachute payments"
within the meaning of section 280G(b)(2) of the Code are not reasonable
compensation for services actually rendered or to be rendered, within the
meaning of section 280G(b)(4) of the Code, the Severance Payment shall be
reduced by the excess of the aggregate "parachute payments" that would be paid
to or for the Executive without any portion of such "parachute payments" not
being deductible by reason of section 280G of the Code. The value of any
non-cash benefit or any deferred cash payments shall be determined by the
Company in accordance with the principles of sections 280G(d)(3) and (4) of the
Code.
25
<PAGE>
If it is established pursuant to a final determination of a court or an
Internal Revenue Service proceeding that, notwithstanding the good faith of the
Executive and the Company in applying the terms of this subsection, the
aggregate "parachute payments" paid to or for the Executive's benefit are in an
amount that would result in any portion of such "parachute payments" not being
deductible by the Company or its Affiliates by reason of section 280G of the
Code, then the Executive shall have an obligation to pay the Company upon demand
an amount equal to the sum of (A) the excess of the aggregate "parachute
payments" paid to or for the Executive's benefit over the aggregate "parachute
payments" that would have been paid to or for the Executive's's benefit without
any portion of such "parachute payments" not being deductible by reason of
section 280G of the Code; and (B) interest on the amount set forth in clause (A)
of this sentence at the applicable Federal rate (as defined in section 1274(d)
of the Code) from the date of the Executive's receipt of such excess until the
date of such payment.
6. Funding of Payments. In order to assure the performance of the
Company or its successor of its obligations under this Agreement, the Company
may deposit in trust an amount equal to the maximum payment that will be due the
Executive under the terms hereof. Under a written trust instrument, the Trustee
shall be instructed to pay to the Executive (or the Executive's legal
representative, as the case may be) the amount to which the Executive shall be
entitled under the terms hereof, and the balance, if any, of the trust not so
paid or reserved for payment shall be repaid to the Company. If the Company
deposits funds in trust, payment shall be made no later than the occurrence of a
Change in Control. If and to the extent there are not amounts in trust
sufficient to pay the Executive under this Agreement, the Company shall remain
liable for any and all payments due to the Executive. In accordance with the
terms of such trust, at all times during the term of this Agreement, the
Executive shall have no rights, other than as an unsecured general creditor of
the Company, to any amounts held in trust and all trust assets shall be general
assets of the Company and subject to the claims of creditors of the Company.
Failure of the Company to establish or fully fund such trust shall not be deemed
a revocation or termination of this Agreement by the Company.
7. Successors; Binding Agreement.
(a) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to 51% or
more of the business and/or assets of the Company to expressly assume
and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such
assumption and agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle the
Executive to the compensation and benefits from the Company in the same
amount and on the same terms as he would be entitled hereunder if he
terminated his employment for Good Reason following a Change in
Control, except that for purposes of implementing the foregoing, the
date on which any such succession becomes effective shall be deemed the
Date of Termination.
26
<PAGE>
(b) This Agreement shall inure to the benefit of and be
enforceable by the Executive's personal or legal representatives,
successors, heirs, and designated beneficiaries. If the Executive
should die while any amount would still be payable to the Executive
hereunder if the Executive had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to the Executive's designated beneficiaries,
or, if there is no such designated beneficiary, to the Executive's
estate.
8. Notice. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed to the last known residence address of the Executive or in the case of
the Company, to its principal office to the attention of each of the then
directors of the Company with a copy to its Secretary, or to such other address
as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
receipt.
9. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the parties. No waiver by either party hereto at any
time of any breach by the other party to this Agreement of, or compliance with,
any condition or provision of this Agreement to be performed by such other-party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or similar time. No agreements or representations, oral
or otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this Agreement.
The validity, interpretation, construction and performance of this Agreement
shall be governed by the laws of the State of Minnesota.
10. Validity. The invalidity or unenforceability or any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned officer, on behalf of Transport
Corporation of America, Inc., and the Executive have hereunto set their hands as
of the date first above written.
TRANSPORT CORPORATION OF AMERICA, INC.
By
---------------------------------------
Its
------------------------------------
EXECUTIVE:
-----------------------------------------
27
EXHIBIT 11.1
Transport Corporation of America, Inc.
Computation of Earnings per Common Share
(In thousands, except share and per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------------------ ------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net earnings $ 2,976 $ 3,940 $ 9,014 $ 7,454
========== ========== ========== ==========
Average number of common
shares outstanding 7,044,409 6,714,611 6,885,156 6,699,019
Average number of common shares outstanding,
non-detachable put 1,200,000 1,200,000 1,200,000 400,000
---------- ---------- ---------- ----------
Average number of common shares outstanding,
including non-detachable put 8,244,409 7,914,611 8,085,156 7,099,019
Dilutive effect of outstanding stock
options and warrants 41,053 49,167 36,622 73,197
Dilutive effect of non-detachable put option 216,451 261,494 381,895 87,165
---------- ---------- ---------- ----------
Average number of common and dilutive potential
common shares outstanding 8,501,913 8,225,272 8,503,673 7,259,381
========== ========== ========== ==========
Basic earnings per share $ 0.36 $ 0.50 $ 1.11 $ 1.05
========== ========== ========== ==========
Diluted earnings per share $ 0.35 $ 0.48 $ 1.06 $ 1.03
========== ========== ========== ==========
</TABLE>
28
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,168
<SECURITIES> 0
<RECEIVABLES> 35,852
<ALLOWANCES> 0
<INVENTORY> 1,575
<CURRENT-ASSETS> 50,844
<PP&E> 259,509
<DEPRECIATION> 53,667
<TOTAL-ASSETS> 282,951
<CURRENT-LIABILITIES> 44,300
<BONDS> 106,809
0
0
<COMMON> 71
<OTHER-SE> 75,564
<TOTAL-LIABILITY-AND-EQUITY> 282,951
<SALES> 0
<TOTAL-REVENUES> 214,201
<CGS> 0
<TOTAL-COSTS> 193,856
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,591
<INCOME-PRETAX> 14,789
<INCOME-TAX> 5,775
<INCOME-CONTINUING> 9,014
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,014
<EPS-BASIC> 1.11
<EPS-DILUTED> 1.06
</TABLE>
