<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 JUNE 30, 1996
----------------------------
[ ] 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 0-24576
-------
AASCHE TRANSPORTATION SERVICES, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 36-3964954
- ------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
10214 NORTH MOUNT VERNON ROAD
SHANNON, ILLINOIS 61078
(Address of Principal Executive Offices)
815-864-2421
(Registrant's telephone number, including area code)
N/A
- --------------------------------------------------------------------------------
(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 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 equity, as of the latest practicable date 3,913,077 SHARES OF PAR
VALUE $.0001 COMMON STOCK -----------------------
- -------------------------
<PAGE> 2
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
AASCHE TRANSPORTATION SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
------------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $352,000 $503,000
Trade receivables, less allowance for doubtful accounts of $76,000 6,782,000 6,454,000
Prepaid expenses and other current assets 2,934,000 1,631,000
------------- ------------
Total current assets 10,068,000 8,588,000
------------- ------------
Property and equipment, at cost 58,367,000 60,640,000
Less accumulated depreciation and amortization (14,412,000) (12,360,000)
------------- ------------
Net property and equipment 43,955,000 48,280,000
------------- ------------
Excess of cost over net assets acquired, less accumulated
amortization of $297,000 and $220,000 7,773,000 7,850,000
Other assets 516,000 639,000
------------- ------------
TOTAL ASSETS $62,312,000 $65,357,000
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $2,621,000 $2,974,000
Accrued liabilities 1,562,000 1,659,000
Guaranteed obligation of Employee Stock Ownership Plan 266,000 334,000
Line of credit 4,225,000 2,859,000
Current maturities of long-term debt with unrelated parties 5,848,000 7,108,000
Current maturities of long-term debt with related party 995,000 995,000
Current maturities of capital lease obligations with unrelated parties 3,143,000 3,447,000
Current maturities of capital lease obligations with related parties 1,085,000 1,007,000
------------- ------------
Total current liabilities 19,745,000 20,383,000
Long-term debt with unrelated parties, less current maturities 14,834,000 15,470,000
Long-term debt with related party, less current maturities 2,985,000 3,483,000
Capital lease obligations with unrelated parties, less current maturities 8,793,000 9,668,000
Capital lease obligations with related parties, less current maturities 933,000 1,497,000
Deferred income taxes 2,024,000 1,951,000
------------- ------------
Total liabilities 49,314,000 52,452,000
Stockholders' equity:
Common stock, $.0001 par value, 10,000,000 shares authorized,
3,913,077 shares issued and outstanding --- ---
Additional paid-in capital 14,442,000 14,442,000
Guarantee of Employee Stock Ownership Plan obligation (266,000) (334,000)
Accumulated deficit (1,178,000) (1,203,000)
------------- ------------
Total stockholders' equity 12,998,000 12,905,000
------------- ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $62,312,000 $65,357,000
============= ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE> 3
AASCHE TRANSPORTATION SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------- ----------------------------
1996 1995 1996 1995
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
NET REVENUES $20,051,000 $17,000,000 $39,089,000 $30,341,000
OPERATING EXPENSES:
Salaries, wages and benefits 6,831,000 6,159,000 13,239,000 11,247,000
Fuel 3,207,000 2,501,000 6,296,000 4,520,000
Purchased transportation 2,638,000 1,559,000 5,536,000 2,881,000
Supplies and maintenance 1,911,000 1,646,000 3,612,000 2,839,000
Depreciation and amortization 1,935,000 1,712,000 4,126,000 3,181,000
Taxes and licenses 341,000 427,000 832,000 758,000
Insurance 876,000 877,000 1,530,000 1,513,000
Communications and utilities 198,000 199,000 400,000 378,000
Loss (gain) on disposition of equipment 38,000 (106,000) 68,000 (118,000)
Litigation settlement - - 150,000 -
Polar Express restructuring 490,000 - 490,000 -
Severance 42,000 - 42,000 -
Other 696,000 402,000 949,000 603,000
------------ ----------- ------------ -----------
Total operating expenses 19,203,000 15,376,000 37,270,000 27,802,000
------------ ----------- ------------ -----------
OPERATING INCOME 848,000 1,624,000 1,819,000 2,539,000
OTHER (EXPENSES) INCOME:
Interest expense (873,000) (998,000) (1,837,000) (1,789,000)
Amortization of debt issuance cost - - - (447,000)
Other 35,000 40,000 58,000 83,000
------------ ----------- ------------ -----------
INCOME BEFORE INCOME TAX PROVISION 10,000 666,000 40,000 386,000
INCOME TAX PROVISION (55,000) (187,000) (15,000) (136,000)
------------ ----------- ------------ -----------
NET (LOSS) INCOME $ (45,000) $ 479,000 $ $25,000 S 250,000
============ =========== ============ ===========
NET (LOSS) INCOME PER COMMON SHARE $ (0.01) $ 0.12 $ 0.01 S 0.07
============ =========== ============ ===========
Weighted average common and
common equivalent shares outstanding 3,946,930 3,913,722 3,941,052 3,752,254
============ =========== ============ ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
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AASCHE TRANSPORTATION SERVICES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Guarantee
Common Stock of Employee
------------------ Stock
$.0001 Par Value Additional Ownership Total
------------------ Paid-In Plan Accumulated Stockholders'
Shares Amount Capital Obligation Deficit Equity
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1995 3,947,107 $ - $14,442,000 $(334,000) $(1,203,000) $12,905,000
Escrow shares in connection with
Litigation Settlement (Note 6) (34,030)
Reduction in Guarantee of Employee
Stock Ownership Plan obligation 68,000 68,000
Net Income 25,000 25,000
------------------------------------------------------------------------------
Balance at June 30, 1996 3,913,077 $ - $14,442,000 $(266,000) $(1,178,000) $12,998,000
==============================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE> 5
AASCHE TRANSPORTATION SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30, 1996
-------------------------------
1996 1995
----------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 25,000 S 250,000
Adjustments to reconcile net income
to net cash provided by (used in) operating activities:
Depreciation and amortization 4,203,000 3,711,000
Loss (gain) on disposition of equipment 68,000 (118,000)
Deferred income taxes 73,000 115,000
Changes in other current operating items:
Trade receivables (328,000) (1,008,000)
Prepaid expenses and other assets (1,180,000) (4,360,000)
Accounts payable (353,000) (141,000)
Accrued liabilities (97,000) 713,000
----------- ----------
Net cash provided by (used in) operating activities 2,411,000 (838,000)
----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property and equipment additions:
Revenue equipment (44,000) (5,207,000)
Building, office equipment and other (46,000) (96,000)
Proceeds from the sale of equipment 1,081,000 678,000
Retirements of revenue equipment and other - 544,000
----------- ----------
Net cash provided by investing activities 991,000 (4,081,000)
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on line of credit 1,366,000 973,000
Borrowings on long-term debt and capital leases 800,000 3,921,000
Principal payments on long-term debt with unrelated parties (3,296,000) (3,606,000)
Principal payments on long-term debt with related party (498,000) -
Principal payments on capital leases with unrelated parties (1,439,000) (1,389,000)
Principal payments on capital leases with related parties (486,000) (526,000)
Issuance of common stock - 4,260,000
----------- ----------
Net cash used in financing activities (3,553,000) 3,633,000
----------- ----------
DECREASE IN CASH AND
CASH EQUIVALENTS (151,000) (1,286,000)
CASH AND CASH EQUIVALENTS:
Beginning of period 503,000 3,798,000
----------- ----------
End of period $ 352,000 $2,512,000
=========== ==========
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Interest paid $1,599,000 $1,716,000
=========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE> 6
AASCHE TRANSPORTATION SERVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in annual consolidated financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although management believes these
disclosures are adequate to make the information presented not misleading. In
the opinion of management, all adjustments necessary for fair presentation for
the periods presented have been reflected and are of a normal recurring nature.
These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and the notes thereto
for the two years ended December 31, 1995 and 1994, as filed with the
Securities and Exchange Commission as part of the Company's Annual Report on
Form 10-KSB. Results of operations for the interim periods are not necessarily
indicative of the results to be expected for the year.
NOTE 2 - PURCHASE OF AG TRANSPORTATION SERVICE, INC. AND AG. CARRIERS, INC.
On May 16, 1995, the Company purchased all of the outstanding common stock of
AG Transportation Service, Inc. and the net assets of AG. Carriers, Inc.
(collectively, AG Carriers) in exchange for $11,250,000 consisting of
$5,275,000 cash, $1,000,000 in the Company's common stock (115,075 shares) and
two notes payable in the amount of $4,975,000. The Company also issued 5,000
shares to a certain individual as consideration for a finders fee in connection
with the acquisition. In conjunction with the acquisition, the Company
preliminarily recorded $5,871,000 in cost in excess of net assets acquired.
Subsequently, the Company adjusted the cost in excess of net assets acquired to
$6,279,000 to reflect finalization of the purchase price allocation. This
acquisition was accounted for as a purchase and accordingly, the consolidated
statements of operations, include the results of AG Carriers from the date of
its acquisition.
AG Carriers is a Florida-based carrier specializing in transporting
temperature-controlled foodstuffs and juice concentrates.
NOTE 3 - MERGER WITH POLAR EXPRESS CORPORATION
On December 22, 1995, the Company completed a merger, pursuant to which Polar
Express Corporation ("Polar") became a wholly owned subsidiary of the Company.
Under the terms of the merger agreement, 1,401,355 shares of the Company's
common stock were issued in exchange for all of the outstanding common shares
and unit purchase options of Polar. Approximately 5% of these shares were held
in an escrow account to cover liability and litigation costs related to the
litigation described in Note 6. In addition, the Company issued 1,006,905
warrants to purchase the Company's common stock in exchange for all the
outstanding warrants of Polar. The merger was accounted for as a pooling of
interests. Accordingly, the accompanying consolidated financial statements
have been retroactively restated for all periods presented to include the
results of operations, financial position and cash flows of the merged
entities.
In connection with the acquisition of PEI by Polar in September 1994, Polar
incurred a one-time, non-cash deferred debt issuance cost of $2,233,000
resulting from the issuance of 1,000,000 shares of Polar common stock to
subordinated note holders, of which $1,786,000 was expensed in the fourth
quarter of 1994 and $447,000 was expensed in the first quarter of 1995. In
February 1995, Polar completed an initial public offering of 1,350,000 units,
each consisting of one share of Polar common stock and one Polar common stock
purchase warrant, and raised net proceeds of approximately $3,020,000.
6
<PAGE> 7
Polar is an Arkansas-based truckload carrier specializing in transporting
temperature-controlled and time-sensitive freight.
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company currently leases certain of its revenue equipment from related
parties. Effective July 1, 1995, the leases were renegotiated by lowering
imputed interest to a fixed 12% rate and adjusting the residual balance to more
closely approximate the fair market value of the trailers at the end of the
expected life of each lease. These leases are accounted for as capital leases.
This change reduced interest expense by approximately $130,000 and increased
net income by approximately $80,000 in the six month period ended June 30, 1996
($0.02 net income per share). Payments to related parties on capital lease
obligations for the six months ended June 30, 1996 and 1995 were approximately
$486,000 and $526,000, respectively.
NOTE 5 - NET (LOSS) INCOME PER SHARE
Net (loss) income per share is computed by dividing net (loss) income by the
weighted average number of common and common equivalent shares outstanding.
NOTE 6 - LITIGATION SETTLEMENT
In May 1996, the Company settled all outstanding litigation related to Polar's
acquisition of Polar Express, Inc. for $150,000. This expense was accrued for
by the Company in the first quarter of 1996. This amount does not include the
Company's legal costs incurred related to its defense of this matter, which has
been expensed as incurred and has not been included in the settlement amount.
In conjunction with the Polar merger, 5% of the Company's common stock issued
in the merger (69,941 shares) were held in an escrow account pending final
determination of the litigation. Upon reaching a final settlement, 34,030 of
the common shares held in the escrow account were returned to the Company and
will be retired.
NOTE 7 - RESTRUCTURING
The Company recorded a non-recurring one-time $490,000 restructuring charge
($304,000 after-tax) in the second quarter of 1996 related to severance
payments to terminated employees of Polar ($0.08 net income per share).
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following management's discussion and analysis of financial condition and
results of operations contain forward-looking statements which involve risks
and uncertainties. The Company's actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors.
Beginning in 1992, the Company commenced a program to increase its size and
operational efficiency. This program changed the Company's strategic direction
by implementing a shift to company-owned revenue equipment, and equipping
tractors with the QUALCOMM two-way satellite-based tracking and communication
system and advanced computer software systems. The Company also implemented a
strategy of pursuing strategic acquisitions of other temperature-controlled
truckload carriers. Since its September 1994 initial public offering, the
Company acquired all of the assets of AG Carriers (the "AG Acquisition") on May
16, 1995, a Florida-based carrier that generated $16.3 million in net revenues
and $2.3 million in operating income during 1994, and on December 22, 1995,
completed the merger with Polar (the "Polar Merger").
7
<PAGE> 8
The Polar Merger was accounted for as a pooling of interests. Accordingly, the
Company restated its prior years' financial statements as if the Company and
Polar had been operated on a combined basis for all periods presented.
Therefore, all financial information presented reflects the combined operations
of such companies.
The results of operation discussed below are not necessarily comparable between
periods because the results from operations for the three and six month periods
ended June 30, 1995 only include AG Carriers since the date of the AG
Acquisition.
RESULTS OF OPERATIONS
COMPARISON OF THE SIX MONTH PERIOD ENDED JUNE 30, 1996 WITH THE SIX MONTH
PERIOD ENDED JUNE 30, 1995.
Net revenues increased $8.7 million, or 28.8%, to $39.1 million in 1996, from
$30.3 million in 1995, largely due to the AG Acquisition. During the first
half of 1996, the Company increased its owned tractor fleet by 36 units.
Without giving effect to the additional net revenues contributed by the AG
Acquisition, the Company's net revenues increased by $2.1 million, or 7.0%, due
to having more tractors in service, increased volume from existing customers,
and the addition of new customers.
Net revenues on a pro forma basis (assuming the AG Acquisition had occurred on
January 1, 1995) increased $2.2 million, or 7.3%, in 1996. The higher pro
forma net revenues are due to having more tractors in service, increased volume
from existing customers, and the addition of new customers.
Total miles increased 9.0 million, or 35.0%, to 34.7 million in 1996 from 25.7
million in 1995, largely due to the AG Acquisition. Average miles per tractor
decreased 2.0% to 58,612 miles in 1996 from 59,804 miles in 1995. Average
revenue per tractor decreased 6.4% to $66,029 in 1996 from $70,560 in 1995.
The decrease in average miles per tractor and average revenue per tractor are
attributable to the effects of the AG Acquisition as well as competition within
the industry. Historically, AG Carriers has operated profitably with lower
average miles per tractor and lower average revenue per mile than Asche
Transfer and Polar. Without giving effect to the AG Acquisition, the Company's
total miles increased by 3.1 million, or 13.0%, due to having more tractors in
service, increased volume from existing customers, and the addition of new
customers.
Total miles on a pro forma basis increased 3.4 million, or 13.2%, to 34.7
million in 1996. The higher pro forma miles are due to having more tractors in
service, increased volume from existing customers, and the addition of new
customers.
The Company's operating ratio (operating expenses divided by operating
revenues) increased 3.7%, to 95.3% in 1996 from 91.6% in 1995. The increase in
the operating ratio is due to increased competition in the industry, resulting
from an over-capacity of equipment available to service a stagnant market, the
litigation settlement, and Polar Express' restructuring charge. Total
operating expenses increased $9.5 million, or 34.1%, to $37.3 million in 1996,
compared to $27.8 million in 1995, largely due to the AG Acquisition. Without
giving effect to the AG Acquisition, the Company's total operating expenses
increased by $3.3 million, or 12.6%, due to costs related to operating the
additional tractors in service.
Operating expenses on a pro forma basis increased $3.4 million, or 10.0%, to
$37.3 million in 1996.
Salaries, wages, and benefits increased $2.0 million, or 17.7%, to $13.2
million in 1996 compared to $11.2 million in 1995, largely due to the AG
Acquisition, as well as an increase in drivers related to increased equipment
levels. Without giving effect to the AG Acquisition, the Company's salaries,
wages, and benefits increased by $0.1 million, or 0.7%.
Salaries, wages, and benefits on a pro forma basis increased $0.1 million, or
0.7%, to $13.2 million in 1996. The increase was due to an increase in drivers
related to increased equipment levels.
8
<PAGE> 9
Fuel expenses increased $1.8 million, or 39.3%, to $6.3 million in 1996
compared to $4.5 million in 1995, largely due to the AG Acquisition, increased
fuel costs, as well as additional volume related to company-owned units added
in 1996. Without giving effect to the AG Acquisition, the Company's fuel
expense increased by $0.8 million, or 12.6%, due to having more tractors in
service and increased fuel costs.
Fuel expense on a pro forma basis increased $0.8 million, or 12.6%, to $6.3
million for 1996, due to having more tractors in service and increased fuel
costs.
Purchased transportation expense increased $2.7 million, or 92.2%, to $5.5
million in 1996 compared to $2.9 million in 1995, largely due to the AG
Acquisition, including expenses related to brokerage operations, which the
Company had not previously engaged in, as well as an increase in
contractor-operated units, less the effects of the purchase and capitalization
of certain trailers which previously were contractor-operated units. Without
giving effect to the AG Acquisition, the Company's purchased transportation
expense increased by $1.3 million, or 44.4%, due to an increase in
contractor-operated units.
Purchased transportation expense on a pro forma basis increased $1.2 million,
or 41.0%, to $5.5 million for 1996, due to an increase in contractor-operated
units.
Supplies and maintenance expenses increased $0.8 million, or 27.2%, to $3.6
million in 1996 compared to $2.8 million in 1995, largely due to the AG
Acquisition, as well as costs related to additional company-owned units in
service. Without giving effect to the AG Acquisition, the Company's supplies
and maintenance expense increased by $0.3 million, or 10.2%, due to additional
company-owned units in service.
Supplies and maintenance expense on a pro forma basis increased $0.3 million,
or 10.2%, to $3.6 million for 1996, due to additional company-owned units in
service.
Depreciation and amortization expense increased $0.9 million, or 29.7%, to $4.1
million in 1996 compared to $3.2 million in 1995, largely due to the AG
Acquisition, as well as costs related to additional company-owned units in
service and amortization of goodwill related to the AG Acquisition. Without
giving effect to the AG Acquisition, the Company's depreciation and
amortization expense increased by $0.3 million, or 9.9%, due to costs related
to additional company-owned units in service.
Depreciation and amortization expense on a pro forma basis increased $0.4
million, or 12.5%, to $4.1 million for 1996, due to costs related to additional
company-owned units in service.
Litigation settlement expense represents the final settlement of all
outstanding litigation related to Polar's acquisition of Polar Express, Inc.
Polar Express restructuring expense represents severance payments to terminated
employees of Polar.
In connection with the Polar acquisition of Polar Express, Inc. in September
1994, Polar incurred a one-time non-cash deferred debt issuance cost of $2.2
million resulting from the issuance of one million shares of Polar common stock
to subordinated note holders, of which $0.4 million was expensed in the first
quarter of 1995 and $1.8 million was expensed in the fourth quarter of 1994.
COMPARISON OF THE THREE MONTH PERIOD ENDED JUNE 30, 1996 WITH THE THREE MONTH
PERIOD ENDED JUNE 30, 1995.
Net revenues increased $3.1 million, or 17.9%, to $20.1 million in 1996, from
$17.0 million in 1995, due to the AG Acquisition. During the second quarter of
1996, the Company increased its owned tractor fleet by 14 units. Without
giving effect to the additional net revenues contributed by the AG Acquisition,
the Company's net revenues decreased by $0.7 million, or 4.3%, due to decreased
volume from existing customers related to competition within the industry.
9
<PAGE> 10
Net revenues on a pro forma basis (assuming the AG Acquisition had occurred on
January 1, 1995) decreased $0.7 million, or 4.3%, in 1996. The lower pro forma
net revenues are due to decreased volume from existing customers related to
competition within the industry.
Total miles increased 3.8 million, or 26.4%, to 18.2 million in 1996 from 14.4
million in 1995, largely due to the AG Acquisition. Average miles per tractor
decreased 8.2% to 30,743 miles in 1996 from 33,488 miles in 1995. Average
revenue per tractor decreased 14.3% to $33,870 in 1996 from $39,535 in 1995.
The decreases in average miles per tractor and average revenue per tractor are
attributable to the effects of the AG Acquisition as well as competition within
the industry. Historically, AG Carriers has operated profitably with lower
average miles per tractor and lower average revenue per mile than Asche
Transfer and Polar. Without giving effect to the AG Acquisition, the Company's
total miles increased by 1.8 million, or 14.3%, due to having more tractors in
service.
Total miles on a pro forma basis increased 1.9 million, or 11.7%, to 18.2
million in 1996. The higher pro forma miles are due to having more tractors in
service, increased volume from existing customers, and the addition of new
customers.
The Company's operating ratio (operating expenses divided by operating
revenues) increased 5.4%, to 95.8% in 1996 from 90.4% in 1995. The increase in
the operating ratio is due to increased competition in the industry, resulting
from an over-capacity of equipment available to service a stagnant market and
Polar Express' restructuring charge. Total operating expenses increased $3.8
million, or 24.9%, to $19.2 million in 1996, compared to $15.4 million in 1995,
largely due to the AG Acquisition. Without giving effect to the AG
Acquisition, the Company's total operating expenses increased by $1.8 million,
or 11.7%, due to costs related to operating the additional tractors in service.
Operating expenses on a pro forma basis increased $1.9 million, or 12.3%, to
$19.2 million in 1996.
Salaries, wages, and benefits increased $0.7 million, or 10.9%, to $6.8 million
in 1996 compared to $6.2 million in 1995, largely due to the AG Acquisition, as
well as an increase in drivers related to increased equipment levels. Without
giving effect to the AG Acquisition, the Company's salaries, wages, and
benefits increased by $0.1 million, or 1.6%.
Salaries, wages, and benefits on a pro forma basis increased $0.1 million, or
1.6%, to $6.8 million in 1996. The increase was due to an increase in drivers
related to increased equipment levels.
Fuel expenses increased $0.7 million, or 28.2%, to $3.2 million in 1996
compared to $2.5 million in 1995, largely due to the AG Acquisition, increased
fuel costs, as well as additional volume related to company-owned units added
in 1996. Without giving effect to the AG Acquisition, the Company's fuel
expense increased by $0.4 million, or 16.1%, due to having more tractors in
service and increased fuel costs.
Fuel expense on a pro forma basis increased $0.4 million, or 16.1%, to $3.2
million for 1996, due to having more tractors in service and increased fuel
costs.
Purchased transportation expense increased $1.1 million, or 69.2%, to $2.6
million in 1996 compared to $1.6 million in 1995, largely due to the AG
Acquisition, including expenses related to brokerage operations, which the
Company had not previously engaged in, as well as an increase in
contractor-operated units, less the effects of the purchase and capitalization
of certain trailers which previously were contractor-operated units. Without
giving effect to the AG Acquisition, the Company's purchased transportation
expense increased by $0.6 million, or 37.7%, due to an increase in
contractor-operated units.
Purchased transportation expense on a pro forma basis increased $0.6 million,
or 37.7%, to $2.6 million for 1996, due to an increase in contractor-operated
units.
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<PAGE> 11
Supplies and maintenance expenses increased $0.3 million, or 16.1%, to $1.9
million in 1996 compared to $1.6 million in 1995, largely due to the AG
Acquisition, as well as costs related to additional company-owned units in
service. Without giving effect to the AG Acquisition, the Company's supplies
and maintenance expense increased by $0.1 million, or 10.7%, due to additional
company-owned units in service, and the increased cost of driver recruitment.
Supplies and maintenance expense on a pro forma basis increased $0.1 million,
or 10.7%, to $1.9 million for 1996, due to additional company-owned units in
service, and increased cost of driver recruitment.
Depreciation and amortization expense increased $0.2 million, or 13.0%, to $1.9
million in 1996 compared to $1.7 million in 1995, largely due to the AG
Acquisition, as well as costs related to additional company-owned units in
service and amortization of goodwill related to the AG Acquisition. Without
giving effect to the AG Acquisition, the Company's depreciation and
amortization expense remained the same.
Depreciation and amortization expense on a pro forma basis remained the same.
Litigation settlement expense represents the final settlement of all
outstanding litigation related to Polar's acquisition of Polar Express, Inc.
Polar Express restructuring expense represents severance payments to terminated
employees of Polar.
Interest expense decreased $0.1 million, or 12.5%, to $0.9 million in 1996
compared to $1.0 million in 1995, due to a lower overall interest rate.
In connection with the Polar acquisition of Polar Express, Inc. in September
1994, Polar incurred a one-time non-cash deferred debt issuance cost of $2.2
million resulting from the issuance of one million shares of Polar common stock
to subordinated note holders, of which $0.4 million was expensed in the first
quarter of 1995 and $1.8 million was expensed in the fourth quarter of 1994.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1996, the Company had a net working capital deficit of $9.7
million, partially attributable to the continued growth of the Company through
acquisitions. The working capital deficit also results from the financing of
revenue equipment purchases (non-current assets) through borrowings, a portion
of which is in current liabilities. The Company historically has funded its
working capital requirements through a combination of operating profits, short
turnover in trade accounts receivable, effective cash management practices, and
borrowing under its revolving bank line of credit. The Company has a revolving
bank line of credit with a $5.0 million borrowing limit based on a percentage
of eligible accounts receivables, $4.2 million of which was borrowed against
this line of credit at June 30, 1996, and approximately $0.6 million was
available.
The Company's growth and the significant investment in its modern fleet of
tractors and temperature-controlled trailers has been financed substantially
through long-term debt and capital lease obligations collateralized by the
equipment. During the first half of 1996, the Company increased its owned
tractor fleet by 36 units and trailers by 47 units at a cost of approximately
$5.1 million, net of replacements. The Company's outstanding debt and capital
lease obligations, including current maturities, aggregated $43.1 million and
$45.9 million at June 30, 1996 and December 31, 1995, respectively.
In October 1994, the Company completed an initial public offering of its common
stock that raised net proceeds to the Company of $6.4 million. To date, the
Company has utilized proceeds to repay outstanding indebtedness under its
revolving bank line of credit and certain long-term debt obligations, to
purchase trailers, and for the AG Acquisition and the Polar Merger. The AG
Acquisition and the Polar Merger, as well as the continued growth of Asche
Transfer's fleet, has resulted in a debt to equity ratio (calculated excluding
payables and other liabilities) of 3.32:1 at June 30, 1996, and 3.55:1 at
December 31, 1995. The Company believes that available cash, cash flow from
future
11
<PAGE> 12
operations, and borrowings available under its line of credit will be
sufficient to meet its current working capital needs. As the Company continues
to facilitate its planned future growth in 1996, the Company's capital needs
may require additional borrowings or an equity infusion.
RELATED PARTY LEASES
The Company currently leases certain of its revenue equipment from related
parties. Effective July 1, 1995, the leases were renegotiated by lowering
imputed interest to a fixed 12% rate and adjusting the residual balance to more
closely approximate the fair market value of the trailers at the end of the
expected life of each lease. These leases are accounted for as capital leases.
This change reduced interest expense by approximately $130,000 and increased
net income by approximately $80,000 in the second quarter of 1996 ($0.02 net
income per share). Payments to related parties on capital lease obligations
during the six month periods ended June 30, 1996 and 1995 were approximately
$486,000 and $526,000, respectively.
12
<PAGE> 13
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
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 - None.
(b) Reports on Form 8-K.
The Company filed a Form 8-K on April 1, 1996, in reference to the
Company's Registration Statement No. 33-99264, Form S-4, declared effective by
the Commission on November 28, 1995 describing the merger of Polar Express
Corporation with the Company, which merger was completed on December 21, 1995.
13
<PAGE> 14
SIGNATURE
In accordance with the requirements of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Aasche Transportation Services, Inc.
Date August 9, 1996 BY: s/Leon M. Monachos
--------- -- ---------------------------------
Leon M. Monachos, Chief Financial
Officer
Date August 9, 1996 BY: s/Larry L. Asche
--------- -- ---------------------------------
Larry L. Asche, Chairman and
Chief Operating Officer
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 352,000
<SECURITIES> 0
<RECEIVABLES> 6,858,000
<ALLOWANCES> (76,000)
<INVENTORY> 0
<CURRENT-ASSETS> 10,068,000
<PP&E> 58,367,000
<DEPRECIATION> (14,412,000)
<TOTAL-ASSETS> 62,312,000
<CURRENT-LIABILITIES> 19,745,000
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 12,998,000
<TOTAL-LIABILITY-AND-EQUITY> 62,312,000
<SALES> 0
<TOTAL-REVENUES> 39,089,000
<CGS> 0
<TOTAL-COSTS> 37,270,000
<OTHER-EXPENSES> 1,779,000
<LOSS-PROVISION> 9,000
<INTEREST-EXPENSE> 1,837,000
<INCOME-PRETAX> 40,000
<INCOME-TAX> 15,000
<INCOME-CONTINUING> 25,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,000
<EPS-PRIMARY> 0.01
<EPS-DILUTED> 0
</TABLE>
