<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 34-0-17570
AMERICAN FREIGHTWAYS CORPORATION
(Exact name of registrant as specified in its charter)
ARKANSAS 74-2391754
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
2200 FORWARD DRIVE, HARRISON, ARKANSAS 72601
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (501) 741-9000
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since
last report)
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 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.
[X] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date.
Number of shares of common stock outstanding at September 30,
1996: 31,133,303.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICAN FREIGHTWAYS CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's omitted)
<TABLE>
<CAPTION>
SEPTEMBER 30, December 31,
1996 1995
--------- ---------
(UNAUDITED) (Note)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 7,994 $ 2,642
Trade receivables, less allowance
for doubtful accounts
(1996-$1,286;1995-$845) 69,372 54,119
Operating supplies and inventories 2,462 2,136
Prepaid expenses 6,512 5,504
Deferred income taxes 11,492 8,444
Income taxes receivable 1,768 4,368
--------- ---------
Total current assets 99,600 77,213
Property and equipment 621,430 530,589
Allowances for depreciation and
amortization (deduction) (167,055) (132,887)
--------- ---------
454,375 397,702
Other assets 2,780 2,847
--------- ---------
$ 556,755 $ 477,76
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Trade accounts payable $ 14,280 $ 10,532
Accrued expenses 43,433 33,590
Current portion of long-term debt 11,460 8,392
--------- ---------
Total current liabilities 69,173 52,514
Long-term debt, less current
portion (Note B) 236,813 189,239
Deferred income taxes 46,811 40,575
Shareholders' equity
Common stock, par value $.01 per
share--authorized 250,000 shares;
issued and outstanding 31,133 in
1996 and 30,931 in 1995 311 309
Additional paid-in capital 100,609 98,514
Retained earnings 103,038 96,611
--------- ---------
203,958 195,434
--------- ---------
$ 556,755 $ 477,762
========= =========
</TABLE>
Note: The condensed consolidated balance sheet at December 31,
1995, has been derived from the audited consolidated financial
statements at that date.
See notes to condensed consolidated financial statements.
<PAGE>
AMERICAN FREIGHTWAYS CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(000's omitted, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
------------------ ------------------
<S> <C> <C> <C> <C>
OPERATING REVENUE $192,497 $149,392 $539,742 $423,894
OPERATING EXPENSES AND COSTS
Salaries, wages and benefits 117,224 89,462 327,564 240,728
Operating supplies and expenses 15,108 9,303 42,577 27,192
Operating taxes and licenses 8,250 5,961 23,813 17,515
Insurance 6,784 5,685 19,744 15,011
Communications and utilities 3,310 2,875 9,593 8,133
Depreciation and amortization 12,081 9,963 34,438 27,505
Rents and purchased transportation 11,746 12,321 35,660 34,029
Other 8,834 7,376 25,308 19,555
-------- -------- -------- --------
183,337 142,946 518,697 389,668
-------- -------- -------- --------
OPERATING INCOME 9,160 6,446 21,045 34,226
OTHER INCOME (EXPENSE)
Interest expense (4,128) (2,636) (10,826) (7,326)
Interest income 25 45 85 120
Gain on disposal of assets 2 14 13 59
Other, net 27 89 149 241
-------- -------- -------- --------
(4,074) (2,488) (10,579) (6,906)
INCOME BEFORE INCOME TAXES 5,086 3,958 10,466 27,320
FEDERAL AND STATE INCOME TAXES
Current 388 (2,327) 682 541
Deferred 1,575 3,841 3,358 9,909
-------- -------- -------- --------
1,963 1,514 4,040 10,450
-------- -------- -------- --------
NET INCOME $ 3,123 $ 2,444 $ 6,426 $ 16,870
======== ======== ======== ========
NET INCOME PER SHARE $ 0.10 $ 0.08 $ 0.21 $ 0.54
======== ======== ======== ========
AVERAGE SHARES OUTSTANDING 31,285 31,398 31,265 31,400
======== ======== ======== ========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
AMERICAN FREIGHTWAYS CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
1996 1995
--------- ---------
(000's omitted)
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 44,100 $ 37,462
INVESTING ACTIVITIES
Proceeds from sales of equipment 71 548
Capital expenditures (91,206) (100,952)
--------- ---------
Net cash used by investing activities (91,135) (100,404)
FINANCING ACTIVITIES
Principal payments on long-term debt (25,858) (23,911)
Proceeds from notes payable and
long-term borrowings 76,500 84,936
Proceeds from issuance of common stock 1,745 2,512
--------- ---------
Net cash provided by financing activities 52,387 63,537
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 5,352 $ 595
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
AMERICAN FREIGHTWAYS CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 1996
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with
the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all 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. Operating
results of the nine month period ended September 30, 1996, are not
necessarily indicative of the results that may be expected for the
year ending December 31, 1996. For further information, refer to
the Company's consolidated financial statements and footnotes
thereto included in Form 10-K for the year ended December 31, 1995.
NOTE B - LONG-TERM DEBT
As of September 30, 1996, the Company has outstanding borrowings of
$121,000,000 under its existing $175,000,000 unsecured revolving
line of credit. The proceeds of these borrowings were used for the
purchase of revenue equipment and for the purchase and construction
of terminal facilities. At September 30, 1996, the amount
available for borrowing under the line of credit was $54,000,000.
The line of credit bears interest at a variable interest rate based
upon the London Interbank rate or the lender's prime rate in effect
at the time of the borrowing. In addition to this credit facility,
the Company has obtained letters of credit totaling $5,075,000 to
provide collateral on its self-insurance plan.
As of September 30, 1996, the Company has outstanding borrowings of
$89,250,000 under a Master Shelf Agreement which provides for the
issuance of up to $90,000,000 of senior promissory notes with an
average life not to exceed eight years.
NOTE C - COMMITMENTS
Commitments for the purchase of revenue equipment and the purchase
or construction of terminals aggregated approximately $11,755,000
at September 30, 1996.
NOTE D - EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
-------- -------- -------- --------
(000's omitted except per share amounts)
<S> <C> <C> <C> <C>
Weighted average shares
outstanding 31,128 30,821 31,037 30,702
Net effect of dilutive stock
options based on treasury
stock method 157 577 228 698
-------- -------- -------- --------
Total weighted average
shares outstanding 31,285 31,398 31,265 31,400
======== ======== ======== ========
Net income $ 3,123 $ 2,44 $ 6,426 $ 16,870
======== ======== ======== ========
Earnings per common share and
common share equivalents $ 0.10 $ 0.08 $ 0.21 $ 0.54
======== ======= ======== ========
</TABLE>
Earnings per common share and common share equivalents are computed
by dividing net income by the weighted average number of shares of
common stock and common stock equivalents outstanding during the
period.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following table sets forth, for the periods indicated, the
percentages of operating expenses and other items to operating
revenue:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
---------------------------------
<S> <C> <C> <C> <C>
Operating revenue 100.0% 100.0% 100.0% 100.0%
Operating expenses and costs
Salaries, wages and benefits 60.9% 59.9% 60.7% 56.8%
Operating supplies and expenses 7.8% 6.2% 7.9% 6.4%
Operating taxes and licenses 4.3% 4.0% 4.4% 4.1%
Insurance 3.5% 3.8% 3.6% 3.6%
Communications and utilities 1.7% 1.9% 1.8% 1.9%
Depreciation and amortization 6.3% 6.7% 6.4% 6.5%
Rents and purchased transportation 6.1% 8.3% 6.6% 8.0%
Other 4.6% 4.9% 4.7% 4.6%
---------------------------------
Total operating
expenses and costs 95.2% 95.7% 96.1% 91.9%
---------------------------------
Operating income 4.8% 4.3% 3.9% 8.1%
Interest expense (2.2%) (1.8%) (2.0%) (1.7%)
Other income, net 0.0% 0.1% 0.0% 0.1%
---------------------------------
Income before income taxes 2.6% 2.6% 1.9% 6.5%
Income taxes 1.0% 1.0% 0.7% 2.5%
---------------------------------
Net income 1.6% 1.6% 1.2% 4.0%
=================================
</TABLE>
RESULTS OF OPERATIONS
Operating Revenue
Operating revenue for the nine months ended September 30, 1996 was
$539,742,000, up 27.3%, compared to $423,894,000 for the nine
months ended September 30, 1995. Operating revenue for the three
months ended September 30, 1996 was $192,497,000, up 28.9%,
compared to $149,392,000 in the three months ended September 30,
1995. The additional operating revenue during the nine month
period ended September 30, 1996 resulted primarily from increased
tonnage from new and existing customers. Tonnage was up 24.3% and
22.1%, respectively, from the same nine and three month periods of
1995. This increase in tonnage was primarily a result of the
following:
- - The Company continued to increase its market penetration into
existing service territories, particularly those geographic areas
added during 1995.
- - The increase in intrastate tonnage following the deregulation
of intrastate commerce effective January 1, 1995.
- - On January 1, 1996, the Company expanded its all-points
coverage to the states of Delaware, Maryland, Virginia and West
Virginia with the opening of twelve new terminals.
- - On June 3, 1996, the Company expanded its all-points coverage
to 26 states with the addition of Minnesota. Five new terminals
were opened to complement the two terminals already operating in
that state.
<PAGE>
Revenue per hundred weight for the first nine months of 1996 was up
2.3% from levels experienced in the first nine months of 1995. The
majority of this year-to-date increase in revenue per hundred
weight was the result of a 5.0% increase experienced in the three
months ended September 30, 1996. This third quarter improvement in
revenue per hundred weight was primarily a result of increased
demand in the LTL industry. The increased demand resulted in a
partial reduction of the excess capacity that has existed in the
industry for the past year. Other factors influencing revenue per
hundred weight were:
- - A general rate increase of approximately 5.75% effective
January 1, 1996. General rate increases initially affect
approximately 44% of the Company's customers. The remaining
customers' rates are determined by contracts and guarantees and are
negotiated throughout the year.
- - The Company's average length of haul increased 2.2%, to 595
miles, in the nine months ended September 30, 1996 as compared to
the nine months ended September 30, 1995. The increase in average
length of haul was primarily a result of the Company's expanded
service territory.
- - The percentage of the Company's total revenue that was derived
from truckload shipments (greater than 10,000 pounds) declined to
6.7% in the nine months ended September 30, 1996 as compared to
7.9% in the nine months ended September 30, 1995.
Management expects that growth in operating revenue is sustainable
in the near term. However, the rate of growth in operating revenue
is likely to be less than that experienced by the Company in recent
years. This is largely due to less aggressive plans for geographic
expansion in the near term. Any near-term growth in operating
revenue would, as in recent periods, continue to be primarily due
to increased tonnage handled by the Company. To a lesser degree,
operating revenue may be increased by improvements in revenue per
hundred weight if market and competitive conditions allow. The
foregoing statement about the sustainability of revenue growth is
subject to a number of factors, including LTL industry capacity,
increased tonnage and general economic conditions.
Operating Expenses
Operating expenses as a percentage of operating revenue increased
to 96.1% in the nine months ended September 30, 1996 from 91.9% in
the nine months ended September 30, 1995. Operating expenses as a
percentage of operating revenue improved to 95.2% in the three
months ended September 30, 1996 from 95.7% in the three months
ended September 30, 1995. This overall, year-to-date increase was
primarily attributable to:
- - Salaries, wages and benefits as a percentage of operating
revenue increased to 60.7% in the nine months ended September 30,
1996 from 56.8% in the nine months ended September 30, 1995. This
increase was primarily due to the following factors. First was the
Company's investment in additional people in order to improve on-
time service. The timing of freight flows was interrupted in the
second half of 1995 due to a large geographic expansion by the
Company and a softening of general economic conditions. As a
result, on-time service fell below the traditionally high levels
established by the Company. The Company invested in additional
manpower which has returned on-time service to traditional levels.
Second, the Company increased the wages of its drivers, dockmen
and clerical workers by approximately 3.0% effective March 3, 1996.
In addition, five terminals were converted from contractor-operated
terminals to Company-operated facilities during the first nine
months of 1996.
- - Operating supplies and expenses as a percentage of operating
revenue increased to 7.9% in the nine months ended September 30,
1996 from 6.4% in the nine months ended September 30, 1995. This
increase was largely due to an overall increase in fuel prices
beginning in February 1996. Management estimates that operating
supplies and expenses during this period were increased by
approximately $4,000,000 due to increased fuel costs. A fuel
surcharge was enacted effective September 16, 1996. The surcharge
is tied to the Department of Energy's National Diesel Fuel Index
and was 1.3% as of September 30, 1996.
These increases in operating expenses as a percentage of operating
revenue were partially offset by improvements in the following
area:
- - Rents and purchased transportation as a percentage of
operating revenue decreased to 6.6% in the nine months ended
September 30, 1996 from 8.0% in the nine months ended September 30,
1995. This improvement was primarily a result of the utilization
of Company-operated terminals, rather than contractor-operated
terminals, in expansions of service territory. In addition, five
contractor-operated terminals were converted to Company-operated
terminals during the first nine months of 1996.
<PAGE>
Other
Interest expense as a percentage of operating revenue increased to
2.0% in the nine months ended September 30, 1996 from 1.7% in the
nine months ended September 30, 1995. This increase was primarily
attributable to increased borrowings incurred by the Company to
finance the purchase and construction of terminals and the purchase
of revenue and other equipment.
The effective tax rate of the Company was 38.6% for the first nine
months of 1996, up from 38.3% for the same time period of 1995.
Net income for the nine months ended September 30, 1996, was
$6,426,000, down 61.9%, from $16,870,000 for the nine months ended
September 30, 1995.
LIQUIDITY AND CAPITAL RESOURCES
The continued growth in operating revenue and the expansion of
service territory initiated on January 1, 1996 required significant
capital resources in the nine months ended September 30, 1996.
Capital requirements during the nine months ended September 30,
1996 consisted primarily of $91,135,000 in investing activities.
The Company invested $91,206,000 in capital expenditures during the
nine months ended September 30, 1996 comprised of $43,045,000 in
additional revenue equipment, $34,026,000 in new terminal
facilities or the expansion of existing terminal facilities and
$14,135,000 in other equipment. Management expects capital
expenditures for the full year of 1996 will be approximately
$105,000,000. At September 30, 1996, the Company had
commitments for land, terminals and construction in progress of
approximately $11,755,000.
The Company provided for its capital resource requirements in the
nine months ended September 30, 1996 with cash from operations and
financing activities. Cash from operations totaled $44,100,000 in
the nine months ended September 30, 1996 compared to $37,462,000
provided by operations in the nine months ended September 30, 1995.
Financing activities augmented cash flow by $52,387,000 in the nine
months ended September 30, 1996 by utilizing two primary sources of
financing: the revolving line of credit and the Master Shelf
facility.
- - The Company experiences periodic cash flow fluctuations common
to the industry. Cash outflows are heaviest during the first part
of any given year while cash inflows are normally weighted towards
the last two quarters of the year. To smooth these fluctuations
and to provide flexibility to fund future growth, the Company
utilizes a variable-rate, unsecured revolving line of credit.
Effective May 31, 1996, the limit of this revolving credit facility
was increased to $175,000,000, from $125,000,000, and the number of
lending institutions participating in the facility was increased to
six from three. This increased line of credit is provided by
NationsBank of Texas, N.A. (agent), Texas Commerce Bank, N.A.,
Wachovia Bank of Georgia, N.A., ABN-AMRO Bank N.V., The First
National Bank of Chicago and Credit Lyonnais. During the nine
months ended September 30, 1996, the Company utilized this facility
to provide $27,000,000 of net financing, leaving $54,000,000
available for borrowing. The Company also had $10,000,000
available under its short-term, unsecured revolving line of credit
with NationsBank of Texas, N.A. Effective May 31, 1996, the limit
of this facility was increased to $10,000,000 from $7,500,000. In
addition, the Company maintains a $10,000,000 line of credit with
NationsBank, N.A. to obtain letters of credit for its self-
insurance program. At September 30, 1996, the Company had obtained
letters of credit totaling $5,075,000 for this purpose.
- - To assist in financing longer-lived assets, the Company has an
uncommitted Master Shelf Agreement with the Prudential Insurance
Company of America which provides for the issuance of up to
$90,000,000 in medium to long-term unsecured notes at an interest
rate calculated at issuance. On May 1, 1996, the Company utilized
this facility to issue $25,000,000 in 10-year, senior notes at an
interest rate of 7.51%. With the issuance of these notes, the
Company had fully utilized the existing capacity of this facility.
Management expects that the Company's existing working capital and
its available lines of credit are sufficient to meet the Company's
commitments as of September 30, 1996, and to fund current operating
and capital needs. However, if additional financing is required,
management believes it will be available.
The Company uses off-balance sheet financing in the form of
operating leases primarily in the following areas; terminal
facilities, revenue equipment and computer equipment. At September
30, 1996, future rental commitments on operating leases were
$51,225,000. The Company prefers to utilize operating leases for
these areas and plans to use them in the future when such financing
is available and suitable.
ENVIRONMENTAL
At September 30, 1996, the Company had no outstanding inquiries
with any state or federal environmental agency.
<PAGE>
INDEX
AMERICAN FREIGHTWAYS CORPORATION AND SUBSIDIARY
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Condensed consolidated balance sheets--September 30, 1996 and
December 31, 1995
Condensed consolidated statements of income--Three months
ended September 30, 1996 and 1995; Nine months ended September
30, 1996 and 1995
Condensed consolidated statements of cash flows--Nine months
ended September 30, 1996 and 1995
Notes to condensed consolidated financial statements--
September 30, 1996
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
(27) Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during
the three month period ended September 30, 1996.
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.
AMERICAN FREIGHTWAYS CORPORATION
(Registrant)
Date: October 31, 1996 /s/Frank Conner
Frank Conner
Executive Vice President
Accounting & Finance and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
September 30, 1996 quarterly consolidated financial statements and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 7,994
<SECURITIES> 0
<RECEIVABLES> 70,658
<ALLOWANCES> 1,286
<INVENTORY> 2,462
<CURRENT-ASSETS> 99,600
<PP&E> 621,430
<DEPRECIATION> 167,055
<TOTAL-ASSETS> 556,755
<CURRENT-LIABILITIES> 69,173
<BONDS> 236,813
0
0
<COMMON> 311
<OTHER-SE> 203,647
<TOTAL-LIABILITY-AND-EQUITY> 556,755
<SALES> 0
<TOTAL-REVENUES> 539,742
<CGS> 0
<TOTAL-COSTS> 518,697
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0<F1>
<INTEREST-EXPENSE> 10,826
<INCOME-PRETAX> 10,466
<INCOME-TAX> 4,040
<INCOME-CONTINUING> 6,426
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,426
<EPS-PRIMARY> .21
<EPS-DILUTED> .21
<FN>
<F1>Provision for doubtful accounts included in costs and expenses applicable
to revenues.
</FN>
</TABLE>
