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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Year Ended December 31, 1999
Commission File Number - 1-12070
TRANSFINANCIAL HOLDINGS, INC.
State of Incorporation - Delaware
IRS Employer Identification No. - 46-0278762
8245 Nieman Road, Suite 100, Lenexa, Kansas 66214
Telephone Number - (913) 859-0055
Securities Registered Pursuant to Section 12(b) of the Act
Name of Each Exchange
Title of Each Class on Which Registered
TransFinancial Holdings, Inc. Common Stock, American Stock Exchange
par value $0.01 per share,
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 No X .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the Common Stock held by non-affiliates of
TransFinancial Holdings, Inc. as of June 16, 2000, was $4,288,000 based on the
last sale price on the American Stock Exchange prior to that date.
The number of outstanding shares of the registrant's common stock as of June 16,
2000 was 3,278,291 shares.
FORWARD-LOOKING STATEMENTS
The Company believes certain statements contained in this Annual Report on
Form 10-K that are not statements of historical fact may constitute forward-
looking statements within the meaning of Section 21E of the Securities Exchange
Act of 1934. These statements can often be identified by the use in such
statements of forward-looking terminology, such as "believes," "expects," "may,"
"will," "should," "could," "intends," "plans," "estimates," or "anticipates," or
the negative thereof, or comparable terminology. Certain of the forward-looking
statements contained herein are marked by an asterisk ("*") or otherwise
specifically identified herein. These statements involve risks and
uncertainties that may cause actual results to differ materially from those in
such statements. See Item 7 "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Forward-Looking Statements" for additional
information and factors to be considered concerning forward-looking statements.
PART I
ITEM 1. BUSINESS.
TransFinancial Holdings, Inc. ("TransFinancial" or the "Company"), is
headquartered in Lenexa, Kansas, and is a Delaware holding company formed in
April, 1976. TransFinancial operates in three industry segments;
transportation, financial services and industrial technology. Financial
information about the Company's operating industry segments is presented in Note
1 of Notes to Consolidated Financial Statements.
TRANSPORTATION
The Company operates in transportation through its subsidiary, TFH
Logistics & Transportation Services, Inc. ("TFH L&T"), which is a holding
company for the Company's transportation operating subsidiaries. TFH L&T has
two principal subsidiaries, Crouse Cartage Company ("Crouse"), which was
acquired in 1991, and Specialized Transport, Inc. ("Specialized"), a newly
formed subsidiary. Most of the Company's transportation operations are
conducted through Crouse. In 1999, the Company reorganized its transportation
operations by transferring its truckload operations from Crouse to Specialized.
Crouse, headquartered in Lenexa, Kansas, is a regional motor common carrier
of general commodities in less-than-truckload ("LTL") quantities in 15 states in
the north central and mid-west portion of the United States. Crouse has entered
into strategic partnership arrangements with other regional LTL carriers that
enables Crouse to offer its customers service in the southeast, and northwest
states and Canada. LTL shipments are defined as shipments weighing less than
20,000 pounds.
LTL carriers are referred to as regional, inter-regional or national motor
carriers, based upon length of haul. Carriers with average lengths of haul less
than 500 miles are referred to as regional carriers. Carriers with average
lengths of haul between 500 and 1,000 miles are referred to as inter-regional
carriers. National carriers generally operate coast-to-coast and have average
lengths of haul that exceed 1,000 miles.
In the motor carrier business, revenue is a function of volume and pricing
and is frequently described in relation to weight. Crouse tracks revenue per
hundredweight (pounds divided by 100) as a measure of pricing or rate trends.
In addition to pricing, the average revenue per hundredweight is also a function
of the weight per shipment, length of haul and commodity mix.
LTL carriers can improve profitability by increasing lane and terminal
density. Increased lane density, by increasing the percentage of trailer
capacity filled with freight on scheduled routes or lanes, lowers unit operating
costs. Increased terminal density, by increasing the amount of freight handled
at a given terminal location, improves utilization of fixed assets.
LTL shipments must be handled rapidly and carefully in several coordinated
stages. Local drivers operating from Crouse's network of 63 service locations
pick up shipments from customers. The freight is transported to a terminal,
loaded into intercity trailers, carried by linehaul drivers to the terminal
which services the delivery area, transferred to trucks or trailers and then
delivered to the consignee by local drivers. Much of Crouse's LTL freight is
handled and/or transferred through one of three centrally located "break bulk"
terminals between the origin and destination service areas. LTL operations
require substantial equipment capabilities and an extensive network of terminal
facilities. Accordingly, LTL operations, compared to truckload shipments and
operations, command higher rates per hundredweight shipped and have tended
historically to be less vulnerable to competition from other forms of
transportation such as railroads. Crouse's operations typically allow it to
provide next day service (delivery on the day after pickup) for much of the LTL
freight it handles.
TFH L&T also offers motor common carrier service for truckload quantities
of general and perishable commodities throughout the 48 contiguous United States
through its subsidiary, Specialized. TL shipments transported in one movement
from origin to destination without requiring handling through terminal or "break
bulk" facilities.
The following table sets forth certain financial and operating data with
respect to TFH L&T:
1999(3) 1998(3) 1997(3) 1996(3) 1995(3)
Revenue (000's).................................. $ 149,125 $ 144,592 $ 126,062 $ 107,502 $ 95,152
Operating Income (000's)......................... (6,434) 1,321 3,136 2,915 3,970
Operating Ratio (1).............................. 104.3% 99.1% 97.5% 97.3% 95.8%
Number of Shipments (000's) -
Less-than-truckload ........................... 1,228 1,166 1,076 952 742
Truckload ............................... 23 23 31 27 32
Revenue per Hundredweight -
Less-than-truckload ........................... $ 8.73 $ 8.59 $ 9.25 $ 8.84 $ 9.25
Truckload ............................... 1.94 1.93 2.09 2.04 2.30
Tonnage (000's) -
Less-than-truckload ........................... 757 743 570 503 402
Truckload ............................... 437 440 495 461 451
Intercity Miles Operated (000's)................. 61,235 60,848 51,952 44,523 39,424
At Year-End, -
Terminals (2) ............................... 63 68 66 55 54
Tractors and trucks ........................... 701 684 631 585 527
Trailers ...................................... 1,631 1,501 1,417 1,194 1,004
Employees ............................... 1,440 1,338 1,287 1,113 945
Notes:
(1) Operating ratio is the percent of operating expenses to operating revenue.
(2) Includes owned, leased, agent and other operating locations.
(3) Effective in 1998 the Company prospectively changed its classification of certain shipments, related tonnage and revenues
between less-than-truckload and truckload which affects the comparability of this data with 1995 through 1997 information. See
"Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations" for a more
detailed discussion of this change.
SEASONALITY
TFH L&T's quarterly operating results, as well as those of the motor
carrier industry in general, fluctuate with the seasonal changes in tonnage
levels and with changes in weather-related operating conditions. Tonnage levels
are generally highest from August through October. A smaller peak also
generally occurs in April through June. Inclement weather conditions during the
winter months adversely affect the number of freight shipments and increase
operating costs.
INSURANCE AND SAFETY
TFH L&T is self-insured for the first $100,000 of losses per occurrence
with respect to public liability, property damage, workers' compensation, cargo
loss or damage, fire, general liability and other risks. In addition, TFH L&T
maintains excess liability coverage for risks over and above the self-insured
retention limits. In the opinion of management, all claims pending against TFH
L&T are adequately reserved under its self-insurance program, or are fully
covered by outside insurance.*
Because most risks are largely self-insured, TFH L&T's insurance costs are
primarily a function of the success of its safety programs and less subject to
increases in insurance premiums. TFH L&T conducts a comprehensive safety program
to meet its specific needs.
COMPETITION
The motor carrier industry is highly competitive and fragmented. TFH L&T
competes on the basis of both price and service with other regional LTL motor
common carriers and, to a lesser degree, with contract and private carriage.
Such competition has resulted in a proliferation of discount programs among
competing carriers. TFH L&T negotiates rate discounts on an account by account
basis, taking into consideration the cost of services relative to the net
revenue to be obtained, the competing carriers and the need for freight in
specific traffic lanes. For freight moving over greater distances, TFH L&T must
compete with national and large inter-regional carriers and, to a lesser extent,
with truckload carriers, railroads and overnight delivery companies.
REGULATION
The interstate operations of TFH L&T are subject to regulation by the
Department of Transportation ("DOT") and a panel within the DOT, the Surface
Transportation Board ("STB"). Motor carriers are required to register with the
DOT. Registration is granted by the DOT upon showing safety, fitness, financial
responsibility and willingness to abide by DOT regulations.
The trucking industry remains subject to the possibility of regulatory and
legislative changes that can influence operating practices and the demands for
and the costs of providing services to shippers.
Interstate motor carrier operations are subject to safety requirements
prescribed by DOT, while such matters as the weight and dimensions of equipment
are also subject to Federal and state regulations. Professional truck drivers
must be licensed to operate commercial vehicles in compliance with the DOT
regulations, and are subject to strict drug testing standards. These
requirements increase the safety standards for conducting operations, but add
administrative costs and have affected the availability of qualified, safety
conscious drivers throughout the trucking industry.
TFH L&T is subject to state public utility commissions and similar state
regulatory agencies with respect to safety and financial responsibility in its
intrastate operations. TFH L&T is also subject to safety regulations of the
states in which it operates, as well as regulations governing the weight and
dimensions of equipment.
TFH L&T's operations are also subject to various federal, state and local
environmental laws and regulations governing the transportation, storage,
presence, use, disposal and handling of hazardous materials and the maintenance
of underground fuel storage tanks. Management does not know of any existing
condition that would cause compliance with applicable environmental regulations
to have a material effect on the Company's financial condition or results of
operations.* In the event that the Company should fail to comply with
applicable laws and regulations, the Company could be subject to substantial
liability.* For a discussion of facilities used by Crouse which maintain
underground fuel storage tanks, see Item 7 "Management's Discussion and Analysis
of Financial Condition and Results of Operations - Financial Condition."
EMPLOYEES
At December 31, 1999, TFH L&T employed 1,440 persons, of whom 1,068 were
drivers, mechanics, dockworkers or terminal office clerks. The remaining
employees were engaged in managerial, sales and administrative functions.
Approximately 75% of its employees, including primarily drivers,
dockworkers and mechanics, are represented by the International Brotherhood of
Teamsters, Chauffeurs, Warehousemen and Helpers of America ("Teamsters Union")
or other local unions. TFH L&T, through its subsidiaries Crouse and
Specialized, and the Teamsters Union are parties to the National Master Freight
Agreement ("NMFA") which expires on March 31, 2003. TFH L&T achieved
ratification in 1998 of new five-year pacts with the International Brotherhood
of Teamsters or other local unions covering substantially all of its union
employees. In 1999, after a one-day work stoppage at one of its principal
terminals, the remaining locals agreed to contracts with terms comparable to the
national contract. The new contracts generally provide for all of the terms of
the NMFA with a separate addendum for wages. TFH L&T will continue to maintain
past work rules, practices and flexibility within its operating structure.
TFH L&T, as employer signatory to the NMFA, must contribute to certain
pension plans established for the benefit of employees belonging to the
Teamsters Union. Amendments to the Employee Retirement Income Security Act of
1974 ("ERISA") pursuant to the Multiemployer Pension Plan Amendments Act of 1980
(the "MPPA Act") substantially expanded the potential liabilities of employers
who participate in such plans. Under ERISA, as amended by the MPPA Act, an
employer who contributes to a multiemployer pension plan and the members of such
employer's controlled group may be jointly and severally liable for their
proportionate share of the plan's unfunded liabilities in the event the employer
ceases to have an obligation to contribute to the plan or substantially reduces
its contributions to the plan (i.e., in the event of plan termination or
withdrawal by TFH L&T from the multiemployer plans). TFH L&T's estimated share
of the unfunded benefits for these plans is reported to be approximately $8.5
million as of December 31, 1998, based on the limited information presently
available from the plans' administrators.*
Under provisions of the former NMFA, Crouse maintained a profit sharing
program for all employees from 1988 through September 1998 ("Profit Sharing").
Profit Sharing was structured to allow all Crouse employees to ratably share 50%
of Crouse's income before income taxes (excluding extraordinary items and gains
and losses on the sale of assets) in return for a 15% reduction in wages. The
profit sharing program was not extended in the new contract ratified in 1998.
The new contract includes a separate wage reduction provision that specifies
wage rates below those provided in the NMFA.
FINANCIAL SERVICES
The Company operates in financial services primarily through its
subsidiary, Universal Premium Acceptance Corporation ("UPAC") which was acquired
on March 29, 1996 and merged operations with Agency Premium Resource, Inc.
("APR") which was acquired May 31, 1995. On May 29, 1998, UPAC acquired Oxford
Premium Finance, Inc. ("Oxford") and merged Oxford's operations with UPAC's.
UPAC, headquartered in Lenexa, Kansas, is engaged in the business of
financing the payment of insurance premiums. UPAC offers financing of insurance
premiums primarily to commercial purchasers of property and casualty insurance
who wish to pay their insurance premiums on an installment basis. Whereas some
insurance carriers require advance payment of a full year's premium, UPAC allows
the insured to spread the payment of the insurance premium over time.
UPAC finances insurance premiums without assuming the risk of claims loss
borne by insurance carriers. When insureds buy an insurance policy from an
independent insurance agency or broker who offers financing through UPAC, the
insureds generally pay a down payment of 20% to 25% of the total premium and
sign a premium finance agreement for the balance, which is generally payable in
installments over the following nine months. Under the terms of UPAC's standard
form of financing contract, UPAC is given the power to cancel the insurance
policies if there is a default in the payment on the finance contracts and to
collect the unearned portion of the premiums from the insurance carrier. The
down payments are usually set at a level determined, in the event of
cancellation of a policy, such that the unearned premiums returned by insurance
carriers are expected to be sufficient to cover the loan balances plus interest
and other charges due to UPAC.
UPAC currently does business with more than 2,700 insurance agencies or
brokers, the largest of which referred approximately 6% of the total premiums
financed by UPAC in 1999. The following table sets forth certain financial and
operating data with respect to UPAC since the entry into this segment by
TransFinancial in May 1995:
1999 1998 1997 1996 1995
Premiums financed (000's) $190,582 $160,773 $ 122,981 $120,355 $ 37,852
UPAC had 50 employees at December 31, 1999.
REGULATION
UPAC's operations are governed by state statutes, and regulations
promulgated thereunder, which provide for the licensing, administration and
supervision of premium finance companies. Such statutes and regulations impose
significant restrictions on the operation of UPAC's business. The Federal Truth
in Lending statute also governs a portion of the format of UPAC's premium
finance agreements.
UPAC currently operates as an insurance premium finance company in the 48
contiguous states under state licenses it holds or under foreign corporation
qualification in states that do not require licensing of insurance premium
finance companies. UPAC generally must renew its licenses annually. UPAC is
also subject to periodic examinations and investigations by state regulators.
The licensing agency for insurance premium finance companies is generally the
banking department or the insurance department of the applicable state.
State statutes and regulations impose minimum capital requirements, govern
the form and content of financing agreements and limit the interest and service
charges UPAC may impose. State statutes also prescribe notice periods prior to
the cancellation of policies for non-payment, limit delinquency and collection
charges and govern the procedure for cancellation of policies and collection of
unearned premiums. In the event of cancellation, after deducting all interest,
service and late charges due it, UPAC must, under applicable state laws, refund
the surplus unearned premium, if any, to the insureds.
Changes in the regulation of UPAC's activities, such as increased rate
regulation, could have an adverse effect on its operations. The statutes do not
provide for automatic adjustments in the rates a premium finance company may
charge. Consequently, during periods of high or rising prevailing interest rates
on institutional indebtedness and fixed statutory ceilings on rates UPAC may
charge its insureds, UPAC's ability to operate profitably could be adversely
affected.*
COMPETITION
UPAC encounters intense competition from numerous other firms, including
insurance carriers offering installment payment plans, finance companies
affiliated with insurance carriers, independent insurance brokers who offer
premium finance services, banks and other lending institutions. Many of UPAC's
competitors are larger and have greater financial and other resources and are
better known to insurance agencies and brokers than UPAC. In addition, there
are few, if any, barriers to entry in the event other firms, particularly
insurance carriers and their affiliates, seek to compete in this market.
The market for premium finance companies is three-tiered. The first tier
is that of large, national premium finance companies owned by large insurance
companies, banks, or commercial finance companies. This group is composed of a
small number of companies that, on a combined basis, finance a substantial
portion of the total market. The second tier, which includes UPAC, is composed
of smaller regional and national premium finance companies. The third tier is
composed of numerous small local premium finance companies.
Competition to provide premium financing to insureds is based primarily on
interest rates, level of service to the agencies and insureds, and flexibility
of terms for down payment and number of payments.
INDUSTRIAL TECHNOLOGY
In July 1997, the Company acquired a controlling interest in Presis,
L.L.C. ("Presis") and subsequently purchased the minority interests from the
former owners in 1998. Presis is a start-up business involved in developing
technical advances in dry particle processing. The Company defines dry particle
processing as a process of preparing compounds, such as pigments, for
incorporation into manufacturing processes in a dry or powder form rather than
in liquid or paste form. Presis has working prototypes that it is utilizing for
research and testing which will require further engineering before being placed
in commercial operation. In the event the process is successfully developed,
Presis expects to market its process to companies processing pigments used in
the production of inks, paints and coatings by replacing or supplementing
current wet milling processes.* The Company does not expect to spend a material
amount on research and development in 2000.* The Company does not believe that
its business will be materially affected by environmental laws.*
Competition in the particle processing field is primarily with
manufacturers of machinery using various milling processes (including three-roll
mills, media mills, air jet mills and hammer mills). Many of the manufacturers
of such machinery used in competing processes are more established and have
substantially greater resources than Presis.
DISCONTINUED OPERATION
American Freight System, Inc. ("AFS") is treated as a discontinued
operation of TransFinancial. The primary obligation of AFS is to administer the
provisions of a Joint Plan of Reorganization ("Joint Plan"). As of December 31,
1994, all unsecured creditors were paid an amount equal to 130% of their allowed
claims, which was the maximum distribution provided under the Joint Plan.
In 1992 through 1994 TransFinancial received distributions in accordance
with the Joint Plan of $36 million. In addition, AFS paid cash dividends of
$25.0 million, $6.8 million, $8.5 million and $9.2 million to TransFinancial on
December 28, 1994, July 5, 1995, July 11, 1996 and April 30, 1998.
AFS had minimal remaining undistributed net assets as of December 31,
1999.
ITEM 2. PROPERTIES.
TransFinancial's, TFH L&T's, UPAC's and Presis' corporate offices are
located in approximately 22,000 square feet of a 24,000 square foot office
building owned by the Company at 8245 Nieman Road, Lenexa, Kansas 66214. The
remainder of the space is leased to third-party tenants.
In connection with its operations, TFH L&T operates a fleet of tractors
and trailers and maintains a network of terminals to support the intercity
movement of freight. TFH L&T owns most of its fleet. In 1998 and 1999 it
entered into a long-term operating lease for certain tractors and trailers. TFH
L&T also leases some equipment from owner-operators to supplement the owned and
leased equipment and to provide flexibility in meeting seasonal and cyclical
business fluctuations.
As of December 31, 1999, TFH L&T owned 500 tractors and leased 201
tractors under a long-term operating lease. During 1999, TFH L&T leased 233
tractors and 43 flatbed trailers from owner-operators. On December 31, 1999, it
also owned 307 temperature controlled trailers, 1,195 volume vans (including 552
53-foot van trailers), and 29 flatbed trailers. TFH L&T also leased 100 53-foot
van trailers and 100 53-foot temperature controlled trailers under long-term
operating leases.
The table below sets forth the number of Crouse operating locations at
year-end for the last five years:
1999 1998 1997 1996 1995
Owned terminals......... 24 28 28 27 26
Leased terminals........ 19 16 14 8 8
Agency terminals........ 20 24 24 20 20
Total............. 63 68 66 55 54
The above operating locations include; break bulk facilities in Des
Moines, Iowa, Davenport, Iowa and Indianapolis, Indiana; and terminals in
Crouse's principal markets, Chicago, Illinois, Milwaukee, Wisconsin,
Minneapolis, Minnesota, Kansas City, Missouri, Omaha, Nebraska, St. Louis,
Missouri, Cleveland, Ohio, Cincinnati, Ohio and Columbus, Ohio.
ITEM 3. LEGAL PROCEEDINGS.
TransFinancial's subsidiaries are parties to routine litigation primarily
involving claims for personal injury and property damage incurred in the
transportation of freight. TransFinancial and its subsidiaries maintain
insurance programs and accrue for expected losses in amounts designed to cover
liability resulting from personal injury and property damage claims. In the
opinion of management, the outcome of such claims and litigation will not
materially affect the Company's financial position or results of operations.*
Crouse has been named as a defendant in two lawsuits arising out of a
motor vehicle accident. The first suit was instituted on June 16, 1999 in the
United States District Court in the Eastern District of Michigan (Northern
Division) by Kimberly Idalski, Personal Representative of the Estate of Lori
Cothran, Deceased against Crouse. The second suit was instituted on August 17,
1999 in the United States District Court in the Eastern District of Michigan
(Northern Division) by Jeanne Cothran, as Legal Guardian, on behalf of Kaleb
Cothran, an infant child against Crouse. The suits allege that Crouse
negligently caused the death of Lori Cothran in a motor vehicle accident
involving a Crouse driver. The first suit seeks damages in excess of
$50,000,000, plus costs, interest and attorney fees. The second suit seeks
damages in excess of $100,000,000, plus costs, interest and attorney fees. The
claims against Crouse are currently under investigation. Based on the
information presently known to the Company, management does not believe these
suits will have a material adverse effect on the financial condition, liquidity
or results of operations of the Company.*
The Company and its directors have been named as defendants in a lawsuit
filed on January 12, 2000 in the Chancery Court in New Castle County, Delaware.
The suit seeks declaratory, injunctive and other relief relating to a proposed
management buyout of the Company. The suit alleges that the directors of the
Company failed to seek bidders for the Company's subsidiary, Crouse, failed to
seek bidders for its subsidiary, UPAC, failed to actively solicit offers for the
Company, imposed arbitrary time constraints on those making offers and favored a
management buyout group's proposal. The suit seeks certification as a class
action complaint. The proposed management buyout was terminated on February 18,
2000 and the Company has filed for dismissal of the suit. The Company believes
this suit will not have a material adverse effect on the financial condition,
liquidity or results of operations of the Company.*
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the security holders during the
fourth quarter of 1999.
Pursuant to General Instruction G, the information regarding executive
officers of the Company required by Item 401 of Regulation S-K is incorporated
herein by reference from Item 10.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.
(A) MARKET INFORMATION.
TransFinancial's Common Stock is traded on the American Stock Exchange
under the symbol TFH. The following table shows the sales price information for
each quarterly period of 1999 and 1998.
1999 High Low
Fourth Quarter....................... $ 5 1/2 $ 4
Third Quarter........................ 6 1/2 3 3/4
Second Quarter....................... 5 1/8 3 1/4
First Quarter........................ 4 7/8 2 3/4
1998 High Low
Fourth Quarter....................... $ 6 1/2 $ 4 1/8
Third Quarter........................ 9 1/2 5 13/16
Second Quarter....................... 9 5/8 8 7/8
First Quarter........................ 10 1/2 8 7/8
(B) HOLDERS.
Number of
Holders of Record
Title of Class at December 31, 1999
Common Stock, par value $0.01 per share 1,168
(C) DIVIDENDS.
No cash dividends were paid during 1999 or 1998 on TransFinancial's Common
Stock. TransFinancial currently intends to retain any earnings and does not
anticipate paying cash dividends on its Common Stock in the near future.*
TransFinancial's future policy with respect to the payment of cash dividends
will depend on several factors including, among others, acquisitions, earnings,
capital requirements, financial condition and operating results. See Note 4 of
Notes to Consolidated Financial Statements for a discussion of restrictions on
the ability of TransFinancial's subsidiaries to pay dividends to TransFinancial
and the ability of TransFinancial to pay cash dividends.
ITEM 6. SELECTED FINANCIAL DATA.
1999 1998 1997 1996 1995
(In Thousands, Except Per Share Data)
Operating Revenue........................... $ 157,567 $ 151,701 $ 133,223 $ 113,693 $ 96,847
Income (Loss) from Continuing
Operations............................. $ (8,084) $ (2,027) $ 1,100 $ 852 $ 2,810
Income from Discontinued
Operations............................. $ -- $ -- $ -- $ -- $ 3,576
Net Income (Loss)........................... $ (8,084) $ (2,027) $ 1,100 $ 852 $ 6,386
Basic Earnings (Loss) per Share -
Continuing Operations.................. $ (2.37) $ (0.39) $ 0.18 $ 0.13 $ 0.38
Discontinued Operations................ -- -- -- -- 0.48
Total.................................. $ (2.37) $ (0.39) $ 0.18 $ 0.13 $ 0.86
Diluted Earnings (Loss) per Share -
Continuing Operations.................. $ (2.37) $ (0.39) $ 0.18 $ 0.12 $ 0.37
Discontinued Operations................ -- -- -- -- 0.48
Total.................................. $ (2.37) $ (0.39) $ 0.18 $ 0.12 $ 0.85
Total Assets................................ $ 76,893 $ 78,462 $ 89,755 $ 86,812 $ 88,426
Current Maturities
of Long-Term Debt..................... $ 14,800 $ 300 $ -- $ -- $ --
Long-Term Debt.............................. $ -- $ 9,700 $ -- $ -- $ --
Cash Dividends per
Common Share........................... $ -- $ -- $ -- $ -- $ --
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
TransFinancial operates in three distinct industries; transportation,
insurance premium finance, and industrial technology.
Transportation
OPERATING REVENUE - The changes in transportation operating revenue are
summarized in the following table (in thousands):
1999 1998
vs. vs.
1998 1997
Increase (decrease) from:
Increases in LTL tonnage.................. $ 2,447 $12,615
Increase in LTL revenue
per hundredweight....................... 2,100 892
Increase (decrease) in truckload revenues. (14) 5,023
Net increase............................ $ 4,533 $18,530
Effective in 1999, TFH L&T changed its classification of less-than-
truckload ("LTL") and truckload ("TL") shipments to conform with the prevailing
industry classification. Effective in 1999 all shipments of less than 20,000
pounds were classified as LTL while those greater than 20,000 pounds were
classified as TL. In prior years the classification was based on shipments
under or over 10,000 pounds. In the preceding comparison of 1999 versus 1998
operating revenue 1998 operating revenues have been reclassified based on the
20,000 pound limit which resulted in an increase in LTL revenues of $8.7 million
and a decrease in TL revenues of the same amount. The comparison of 1998 versus
1997 revenues was based on the 10,000 pound limit as TFH L&T was unable to
restate the 1997 data due to a replacement of its management information system
effective January 1, 1998.
1999 vs. 1998
LTL operating revenues (on shipments less than 20,000 pounds) rose 3.6%
from $127.6 million in 1998 to $132.1 million in 1999. The increase in LTL
revenues was the result of a 1.9% increase in LTL tonnage, principally in the
first half of 1999, and a 1.7% increase in revenue per hundredweight. The
increase in LTL tons was achieved from increased freight volumes with existing
and new customers primarily in the markets that TFH L&T expanded into in 1998
and 1997. Revenue per hundredweight rose in 1999 compared to 1998 as a result
of several factors including general rate increases in November 1998 and
September 1999, increased focus on yield improvement and fuel surcharges
implemented beginning in August 1999 to recover a portion of the cost of
increased diesel fuel prices.
TL operating revenues (on shipments of greater than 20,000 pounds) fell
slightly from $16,988,000 in 1998 to $16,974,000 in 1999 on a 0.3% improvement
in revenue yield and a 0.4% decline in TL shipments.
1998 vs. 1997
LTL operating revenues (on shipments less than 10,000 pounds) rose 12.8%
from $105.4 million in 1997 to $118.9 in 1998. LTL tonnage rose 12.0% in 1998,
as compared to 1997. The substantial increase in LTL tonnage in 1998 was due to
increased freight volumes with existing and new customers resulting primarily
from expansion of TFH L&T's markets. TFH L&T's LTL revenue yield rose 0.9% in
1998 as compared to 1997. The effects of a softening agricultural economy, a
slowing in the growth of LTL tons and an increase in competitive pressures on
freight rates, were substantially offset by additional, high yield freight
handled as a result of Crouse's partnership with a southeastern regional carrier
which was initiated in the third quarter of 1998.
Truckload operating revenues (on shipments of greater than 10,000 pounds)
rose 24.3% from $20.7 million in 1997 to $25.7 million in 1998, primarily as a
result of a 26.3% increase in the number of shipments hauled. Truckload
revenues and tons benefited principally from strong volumes in TFH L&T's
refrigerated division as the volume of meat hauled continued to be strong.
Revenue per shipment declined 2.0% in 1998 compared to 1997 as a result of
decreases in average weight per shipment.
OPERATING EXPENSES - A comparative summary of transportation operating
expenses as a percent of transportation operating revenue follows:
Percent of
Operating Revenue
1999 1998 1997
Salaries, wages & employee benefits..... 61.2% 58.0% 56.8%
Operating supplies and expenses......... 13.8 12.4 12.5
Operating taxes and licenses............ 3.1 2.6 2.6
Insurance and claims.................... 3.2 2.2 2.3
Depreciation and amortization........... 2.8 2.8 3.1
Purchased transportation and other...... 20.2 21.2 20.2
Total operating expenses............. 104.3% 99.1% 97.5%
1999 vs. 1998
TFH L&T's operating expenses as a percentage of operating revenue, or
operating ratio, increased in 1999 in relation to 1998. The deterioration in
operating ratio occurred principally in three cost categories; salaries, wages
and employee benefits; operating supplies and expenses; and insurance and
claims. The above increases in operating expenses as a percentage of operating
revenue were offset in part by a decrease in purchased transportation and other
as a percentage of revenue.
Salaries, wages and employee benefits increased 8.8% from $83.7 million
for 1998 to $91.2 million for 1999. The increase in 1999 was principally the
result of the increase in business volumes discussed above, a scheduled increase
in union wages and benefits effective April 1, 1999 pursuant to Crouse's
collective bargaining agreement, an increase in its utilization of Company
drivers and tractors to provide transportation of freight between terminals
("linehaul transportation") and decrease in its utilization of owner-operator
leased equipment, certain retroactive wage increases paid in connection with the
resolution of certain local union contracts, and certain duplicate
administrative staffing in connection with TFH L&T's relocation of its
administrative offices. Additionally, the Company experienced a decline in
productive labor performance. Management believes that the decline was the
result of difficult labor relationships, diversion of management attention to,
and the uncertainty created by, the proposed management buyout of the Company
and the changes in the Company's operations during 1999.*
Operating supplies and expenses increased 15.1% from $17.9 million for
1998 to $20.6 million for 1999. The increase in 1999 was primarily the result
of increases in diesel fuel prices, the cost of relocating certain personnel
affected by changes in the Crouse's operations, and the increased business
volumes discussed previously.
Insurance and claims expenses rose from 2.2% to 3.2% of operating revenue
for 1998 and 1999, respectively. The increase in insurance and claims expenses
were primarily the result of increased estimates of claims costs due to adverse
developments in 1999 with respect to current and prior period claims.
Purchased transportation and other decreased 1.7% from $30.6 million for
1998 to $30.1 million for 1999, in spite of increased business volumes, as
Crouse decreased its utilization of owner-operator leased equipment for linehaul
transportation as discussed above.
TFH L&T's net loss for 1999 was $3.8 million, not considering the
valuation allowance provided against consolidated deferred tax assets, as
compared to net income of $681,000 for 1998, due to increases in operating
expenses discussed above, as well as increased interest expenses on higher
average borrowings on Crouse's working capital line of credit in 1999.
1998 vs. 1997
TFH L&T's operating ratio increased in 1998 in relation to 1997. The
deterioration in operating ratio occurred principally in two cost categories:
salaries, wages and employee benefits and purchased transportation and rents.
Salaries, wages and employee benefits increased 17.1% from $71.6 million
for 1997 to $83.7 million for 1998. The increase in 1998 was principally the
result of the increase in business volumes discussed above, as well as increased
union wages and benefits rates effective in October 1998. The Company also
believes that its labor productivity and operating efficiency were adversely
impacted during 1998 by employee and management attention to issues relating to
the union negotiations and attempted hostile takeover and possible liquidation
of the Company. The addition of data processing personnel to administer TFH
L&T's new management information system implemented in 1998 also contributed to
the increase in salaries, wages and employee benefits.
Purchased transportation and rent increased 20.5% from $25.4 million for
the 1997 to $30.6 million for 1998 primarily as a result of increased business
volumes, particularly in TFH L&T's truckload operation which utilizes leased
tractors provided by owner-operators.
TFH L&T's net income for 1998 was $681,000 as compared to $1,792,000 for
1997, as a result of the increases in operating expenses relative to operating
revenues discussed above.
Financial Services
1999 vs. 1998
For 1999, UPAC reported operating income of $1,341,000 on net financial
services revenue of $8.3 million, as compared to an operating loss of $653,000
on net revenue of $7.0 million for 1998. The increase in net financial services
revenue and operating income in 1999 were the result of increased average total
receivables financed, offset in part by lower average yields on finance
contracts. The growth in average total receivables was due primarily to the
acquisition of Oxford Premium Finance, Inc. on May 29, 1998 and the addition of
marketing representatives since the beginning of 1998. Operating expenses
declined 8.4% from $7.6 million in 1998 to $7.0 million in 1999, due to lower
salaries, wages and employee benefits resulting from reduced employee headcount
and the inclusion in 1998 of certain charges relative to management contract
adjustments and a decrease in consulting fees in 1999 resulting from the
expiration, effective December 31, 1998, of a consulting agreement with the
former owner of UPAC. Increased provisions for credit losses in 1999 partially
offset the other reductions in operating expenses in the period. Additionally,
operating expenses for 1998 include $333,000 of additional depreciation related
to the change in estimated useful life for certain purchased software.
UPAC reported net income of $682,000 for 1999, not considering the
valuation allowance provided against consolidated deferred tax assets, as
compared to a net loss of $535,000 for 1998, as a result of increased revenues
and decreased operating expenses as discussed above.
1998 vs. 1997
For 1998, UPAC reported an operating loss of $653,000 on net financial
services revenue of $7.0 million, as compared to operating income of $396,000 on
net revenue of $7.0 million for 1997. Operating expenses rose 15.0% from $6.6
million for 1997 to $7.6 million for 1998, primarily as a result of additional
personnel related to the acquisition and integration of Oxford and the charges
relative to certain management contracts. Operating expenses for 1998 also
included $333,000 of additional depreciation related to the change in estimated
useful life for certain purchased software (See Note 1 of Notes to Consolidated
Financial Statements).
UPAC reported a net loss of $535,000 for 1998, as compared to net income
of $133,000 for 1997, as a result of increased revenues and decreased operating
expenses as discussed above.
Industrial Technology
In 1999, Presis incurred operating expenses of $212,000 as compared to
operating expenses of $1,469,000 in 1998 and $295,000 during the partial year of
1997. The decrease in operating expenses in 1999 from 1998 is due to the
limitation of expenditures in 1999 to essential activities related to continued
development and testing of its technology and the inclusion in 1998 of charges
of $244,000 relating to certain management and consulting contracts and $525,000
resulting from the adjustment of the carrying value of certain equipment and
intangibles to fair value (See Note 1 of Notes to Consolidated Financial
Statements). The increase in operating expenses in 1998 from 1997 was due to
the inclusion of the charges discussed above and the inclusion of Presis'
operating expenses only from the date of its acquisition on July 31, 1997.
Other
Included in general corporate expenses of 1999 are approximately $380,000
of legal, accounting and financial advisor fees incurred in the evaluation of a
now terminated proposal by certain members of management to acquire all of the
outstanding shares of the Company.
In connection with a failed takeover attempt in 1998, the Company incurred
$500,000 in transaction costs and expenses that are included in general
corporate expenses. Additionally, general corporate charges of $700,000 were
recorded in 1998, principally to reflect certain excess costs incurred to remove
contaminated soil from a site formerly owned by the Company. A lawsuit has been
filed against the environmental engineering firm that performed the initial
cleanup to recover such excess costs. The Company has not recorded the benefit
of potential recovery pursuant to this lawsuit and none can be assured.
As a result of the Company's use of funds for the stock repurchases in
1999 and 1998, interest earnings on invested funds were substantially lower in
1999 than in 1998 and 1998 as compared to 1997. Interest expense increased
substantially in 1999 due to borrowings on long-term debt incurred to repurchase
stock and fund operations and increases in interest rates on borrowings in 1999
and 1998 (See Note 4 of Notes to Consolidated Financial Statements).
TransFinancial's effective income tax provision (benefit) rates for 1999,
1998 and 1997 were 6%, (29%) and 58%. In 1999, the Company's income tax
provision was $433,000 on a pre-tax loss of $7.7 million, primarily as a result
of a $3,197,000 valuation allowance. The effective income tax rate in 1998 was
lower than in 1997 due to the impact of non-deductible amortization of
intangibles and meals and entertainment expenses, which reduce the tax benefit
of pre-tax losses in 1998, as compared to the impact of these items on pre-tax
income in 1997. Also, in 1997 the Company provided additional income tax
reserves for tax adjustments resulting from an examination of the Company's
income tax returns. This examination was concluded in 1998 with no additional
tax provision required.
Forward-Looking Statements
The Company believes certain statements contained in this Annual Report on
Form 10-K which are not statements of historical fact may constitute forward-
looking statements within the meaning of Section 21E of the Securities Exchange
Act of 1934, as amended, including, without limitation, the statements
specifically identified as forward-looking statements in this Form 10-K. In
addition, the Company believes certain statements in future filings by the
Company with the Securities and Exchange Commission, in the Company's press
releases, and in oral statements made by or with the approval of an authorized
executive officer of the Company which are not statements of historical fact may
constitute forward-looking statements within the meaning of the Act. Examples
of forward-looking statements include, but are not limited to (i) projections of
revenues, income or loss, earnings or loss per share, capital expenditures, the
payment or non-payment of dividends, capital structure and other financial
items, (ii) statements of plans and objectives of the Company or its management
or Board of Directors, including plans or objectives relating to the products or
services of the Company, (iii) statements of future economic performance, and
(iv) statements of assumptions underlying the statements described in (i), (ii)
and (iii). These forward-looking statements involve risks and uncertainties
which may cause actual results to differ materially from those anticipated in
such statements. The following discussion identifies certain important factors
that could affect the Company's actual results and actions and could cause such
results or actions to differ materially from any forward-looking statements made
by or on behalf of the Company that relate to such results or actions. Other
factors, which are not identified herein, could also have such an effect.
Transportation
Certain specific factors which may affect the Company's transportation
operation include: competition from other regional and national carriers for
freight in the Company's primary operating territory; price pressure; changes in
fuel prices; labor matters, including changes in labor costs, and other labor
contract issues; and environmental matters.
Financial Services
Certain specific factors which may affect the Company's financial services
operation include: the performance of financial markets and interest rates; the
performance of the insurance industry; competition from other premium finance
companies and insurance carriers for finance business in the Company's key
operating states; adverse changes in interest rates in states in which the
Company operates; greater than expected credit losses; the acquisition and
integration of additional premium finance operations or receivables portfolios;
and the inability to obtain continued financing at a competitive cost of funds.
Industrial Technology
Presis is a start-up business formed to develop an industrial technology
for dry particle processing. This technology is subject to risks and
uncertainties in addition to those generally applicable to the Company's
operations described herein. These additional risks and uncertainties include
the efficacy and commercial viability of the technology, the ability of the
venture to market the technology, the acceptance of such technology in the
marketplace, the general tendency of large corporations to be slow to change
from known technology, the ability to protect its proprietary information in the
technology and potential future competition from third parties developing
equivalent or superior technology. As a result of these and other risks and
uncertainties, the future results of operations of the venture are difficult to
predict, and such results may be better or worse than expected or projected.
Other Matters
With respect to statements in Item 1 and under "Financial Condition" below
regarding the adequacy of reserves and insurance with respect to claims against
Crouse, such statements are subject to a number of risks and uncertainties,
including without limitation the difficulty of predicting the actual number and
severity of future accidents and damage claims.
With respect to statements in Item 3 regarding the outcome of claims and
litigation, such statements are subject to a number of risks and uncertainties,
including without limitation the difficulty of predicting the results of the
discovery process and the final resolution of ongoing claims and litigation.
With respect to statements in this Report which relate to the current
intentions of the Company and its subsidiaries or of management of the Company
and its subsidiaries, such statements are subject to change by management at any
time without notice.
With respect to statements in "Financial Condition" regarding the adequacy
of the Company's capital resources, such statements are subject to a number of
risks and uncertainties including, without limitation: the ability of management
to effect operational changes to improve the future economic performance of the
Company (which is dependent in part upon the factors described above); the
ability of management to close on a new credit facility, the ability of the
Company and its subsidiaries to comply with the covenants contained in the
financing agreements; future acquisitions of other businesses not currently
anticipated by management of the Company; and other material expenditures not
currently anticipated by management.
With respect to statements in "Financial Condition" regarding the
Company's intention to refinance, extend or replace certain financing
arrangements, the Company's ability to do so is subject to a number of risks and
uncertainties, including, without limitation, the future economic performance of
the Company, the ability of the Company to comply with the terms of such
financing arrangements, general conditions in the credit markets and the
availability of credit to the Company on acceptable terms.
With respect to statements in "Financial Condition" regarding the adequacy
of the allowances for credit losses, such statements are subject to a number of
risks and uncertainties including, without limitation: greater than expected
defaults by customers, fraud by insurance agencies and general economic
conditions.
General Factors
Certain general factors that could impact any or all of the Company's
operations include: changes in general business and economic conditions; changes
in governmental regulation; and tax changes. Expansion of these businesses into
new states or markets is substantially dependent on obtaining sufficient
business volumes from existing and new customers in these new markets at
compensatory rates.
The cautionary statements made pursuant to Section 21E of the Securities
Exchange Act of 1934, as amended, are made as of the date of this Report and are
subject to change. The cautionary statements set forth in this Report are not
intended to cover all of the factors that may affect the Company's businesses in
the future. Forward-looking information disseminated publicly by the Company
following the date of this Report may be subject to additional factors hereafter
published by the Company.
FINANCIAL CONDITION
As of December 31, 1999, the Company's net working capital deficit was
$2.2 million as compared to working capital of $19.0 million as of December 31,
1998. The Company's current ratio was 0.9 and its ratio of total liabilities to
tangible net worth was 1.2 as of December 31, 1999, as compared to a current
ratio of 2.3 and a ratio of total liabilities to tangible net worth of 0.7 as of
December 31, 1998. The decrease in working capital and current ratio was the
result of the operating losses in the Company's transportation group in 1999, as
well as the classification of the Company's $14.8 million secured loan as
Current Maturities of Long-Term Debt in the accompanying Consolidated Balance
Sheets as of December 31, 1999. Cash generated from operating activities
decreased in 1999 as compared to 1998, due primarily to continuing operating
losses in the Company's transportation operations and an increase in freight
accounts receivable resulting from decreased productivity as TFH L&T relocated
its administrative offices. Cash generated from operating activities increased
in 1998 from 1997, due primarily to the collection of a temporary increase in
freight accounts receivable in late 1997 resulting from a lag in billing and
collections during the transition to its new computer system.
The Company has experienced operating losses in 1999 and 1998 and
significantly reduced cash flows from operating activities in 1999. In
addition, the Company has violated certain covenants in its financing
agreements. The report of the Company's Independent Accountants contains an
explanatory paragraph indicating that these factors raise substantial doubt
about the Company's ability to continue as a going concern.
The Company's ability to continue as a going concern is ultimately
dependent on its ability to refinance its outstanding debt with new lenders and
make changes in its operations to allow it to operate profitably and sustain
positive operating cash flows. Effective May 26, 2000, UPAC entered into a new
receivable securitization agreement (See Note 4 of Notes to Consolidated
Financial Statements). Management is in the process of negotiating a new $30
million credit facility for TFH L&T that, if closed, would enable it to repay
its working capital line of credit and term loan and provide additional
liquidity. The Company has also effected changes in its operations intended to
bring operating expenses in line with operating revenue levels and to increase
the levels of revenues.
Management believes that it will be successful in closing on the new credit
facility and that the operational changes should result in improved operating
results.* However, there can be no assurance that the new credit facility will
be successfully closed or that the operational changes will result in improved
financial performance.
Investing Activities - The continuing winddown of its discontinued
operation, AFS, has been a source of cash to the Company's operation as AFS
distributed $6.3 million in cash dividends in 1998. AFS had minimal remaining
undistributed net assets as of December 31, 1999. The principal use of cash has
been the acquisitions of Oxford for approximately $4.2 million in 1998. In
addition, TFH L&T expended $5.2 million, $8.8 million and $13.1 million in 1999,
1998 and 1997, to replace and expand its fleet of tractors and trailers and to
acquire and expand terminals.
A substantial portion of the capital required for UPAC's insurance premium
finance operations has been provided through the sale of undivided interests in
a designated pool of receivables on an ongoing basis under receivables
securitization agreements. The securitization agreement provided for the sale
of a maximum of $70 million of eligible receivables. As of December 31, 1999,
$63.9 million of such receivables had been securitized (See Note 4 of Notes to
Consolidated Financial Statements). The Company was not in compliance with
certain consolidated financial covenants as of December 31, 1999.
Effective May 26, 2000, the securitization agreement was assigned to and
assumed by a new purchaser. The Company, UPAC and APR Funding Corporation
(wholly-owned subsidiary of UPAC) amended the securitization agreement with the
new purchaser increasing the maximum allowable amount of receivables to be
financed under the new agreement to $80.0 million, extending the term of the
agreement by five years with annual liquidity renewals and amending certain
financial covenants. Receivables transferred prior to the amendment were
accounted for as sold, removed from the balance sheet and a gain on sale was
recognized as of the date of transfer. As a result of certain call provisions
in the amended agreement, the receivables transferred under the amended
agreement will not be reflected as sold in future balance sheets. The funds
advanced will be accounted for as secured borrowings and earnings on receivables
financed will be recognized on an interest earned basis over the term of the
finance contracts. This change will have no effect on the total earnings
recognized over the term of each finance contract or the cash flow received by
UPAC on each such contract. The timing of earnings recognition will however be
changed. The effect of this change on operating results in 2000 could be
material.*
Financing Activities - Crouse has a three-year secured loan agreement with
a commercial bank that provides for a $4.5 million working capital line of
credit loan, ("Working Capital Line"). Borrowings on the Working Capital Line
bear interest at 25 basis points below the bank's prime rate. The interest
rate was 8.25% at December 31, 1999. As of December 31, 1999, borrowings of
$3,659,000 were outstanding under the Working Capital Line. Crouse's banking
arrangements with its primary bank provide for automatic borrowing under the
Working Capital Line to cover checks presented in excess of collected funds.
On certain occasions the timing of cash disbursements and cash collections
results in a net cash overdraft. The outstanding checks representing such
overdrafts are generally funded from the next days cash collections, or if not
sufficient, from borrowings on the Working Capital Line.
In September 1998, the Company entered into a two-year secured loan
agreement with the same commercial bank to borrow $10.0 million (the "Loan").
Freight accounts receivable and a second lien on revenue equipment are pledged
as collateral for the Loan. In March 1999, the Company amended and restated
this agreement increasing the borrowings to $15 million. The Loan bears
interest at 25 basis points below the bank's prime rate. The interest rate was
8.25% at December 31, 1999. The terms of the Loan provide for monthly payments
of interest only through September 30, 1999, with monthly principal payments
thereafter of $100,000 plus interest through maturity on September 30, 2000.
The Company and Crouse were not in compliance with certain financial
covenants, minimum tangible net worth and ratio of total liability to equity,
required by the Working Capital Line and the Loan as of December 31, 1999.
Management is in the process of negotiating a new $30 million credit facility
for TFH L&T that, if closed, would enable it to repay its working capital line
of credit and term loan and provide additional liquidity.
During 1997, the Company repurchased 257,099 shares, at a total cost of
$2.3 million.
On June 26, 1997, the shareholders of the Company approved a 1-for-100
reverse stock split followed by a 100-for-1 forward stock split. These stock
splits were effected on July 1, 1997. The result of this transaction was the
cancellation of approximately 107,000 shares of common stock held by holders of
fewer than 100 shares at the then current market price of $8.89 per share.
Pursuant to a definitive stock purchase agreement resolving a hostile
takeover attempt, the Company repurchased 2,115,422 shares of its common stock
held by the Crouse family, including 881,550 shares registered in the name of
TJS Partners, LP, all at a price of $9.125 per share, effective August 14, 1998.
The Company paid and expensed $350,000 of legal and other expenses incurred by
the Crouse family in connection with the takeover attempt. See Note 5 of Notes
to Consolidated Financial Statements. The Company funded the stock repurchase
out of available cash and short-term investments, the proceeds from the sale and
leaseback of approximately $4.2 million of revenue equipment and the proceeds
from a $10.0 million secured loan from one of the Company's existing bank
lenders as described above.
In the first quarter of 1999, the Board of Directors authorized the
repurchase of 1,030,000 shares of the Company's common stock. Through December
31, 1999, a total of 683,241 shares had been repurchased at a cost of $2.6
million. The repurchase of these shares was funded from the proceeds of the
additional term loan borrowings described above.
The Company had a working capital deficit at December 31, 1999, and was
not in compliance with certain covenants in its financing agreements. In
addition the Company has experienced negative cash flows from operating
activities in 2000. In order to remedy the working capital deficit and covenant
violations, management is in the process of negotiating a new $30 million credit
facility for TFH L&T that would enable it to pay off its existing financing
arrangements and provide additional liquidity. In addition, the Company has
effected changes in its operations intended to bring operating expenses in line
with operating revenue levels, and to increase the levels of revenues.
Management believes that the new credit facility, if closed, together with the
changes in operations should provide sufficient funds to meet the Company's
short-term and long-term cash requirements.* If the Company is unable to close
on the new credit facility, or is unsuccessful in effecting the operational
changes necessary to improve operating results, the Company will experience
increased liquidity problems in the future.*
As announced by the Company in a press release dated June 21, 1999, three
TransFinancial directors, the Company's Chairman, Vice-Chairman and President,
presented a proposal to the Board of Directors of the Company by which they
would agree to acquire all of the outstanding stock of the Company for $5.25 per
share in cash. The Board of Directors appointed a Special Committee of the
independent directors to consider this proposal and other options. The Special
Committee engaged the general counsel of the Company as legal counsel and
engaged a financial advisor to assist it in evaluating the proposal and other
strategic options. On October 19, 1999, the Company executed a definitive
agreement pursuant to which COLA Acquisitions, Inc. ("COLA"), a company newly
formed by the three TransFinancial directors, would acquire all of the Company
stock not owned by such directors for $6.03 in cash. Effective February 18,
2000, COLA notified the Company that its bank financing necessary to consummate
the proposed merger had been withdrawn. The receipt of financing by COLA was a
condition to the consummation of the proposed merger. As a result, the Merger
Agreement was terminated.
Crouse has been named as a defendant in two lawsuits arising out of a
motor vehicle accident. The first suit was instituted on June 16, 1999 in the
United States District Court in the Eastern District of Michigan (Northern
Division) by Kimberly Idalski, Personal Representative of the Estate of Lori
Cothran, deceased against Crouse. The second suit was instituted on August 17,
1999 in the United States District Court in the Eastern District of Michigan
(Northern Division) by Jeanne Cothran, as Legal Guardian, on behalf of Kaleb
Cothran, an infant child against Crouse. The suits allege that Crouse
negligently caused the death of Lori Cothran in a motor vehicle accident
involving a Crouse driver. The first suit seeks damages in excess of
$50,000,000, plus costs, interest and attorney fees. The second suit seeks
damages in excess of $100,000,000, plus costs, interest and attorney fees. The
claims against Crouse are currently under investigation. Based on the
information presently known to the Company, management does not believe these
suits will have a material adverse effect on the financial condition, liquidity
or results of operations of the Company. The Company believes that it is highly
likely that any liability resulting from this litigation will be funded within
the limits of Crouse's primary and excess liability insurance policies which
provide a total coverage of $20 million.*
The Company and its directors have been named as defendants in a lawsuit
filed on January 12, 2000 in the Chancery Court in New Castle County, Delaware.
The suit seeks declaratory, injunctive and other relief relating to a proposed
management buyout of the Company. The suit alleges that the directors of the
Company failed to seek bidders for the Company's subsidiary, Crouse, failed to
seek bidders for its subsidiary, UPAC, failed to actively solicit offers for the
Company, imposed arbitrary time constraints on those making offers and favored
the management buyout group's proposal. The suit seeks certification as a class
action complaint. The proposed management buyout was terminated on February 18,
2000 and the Company has filed for dismissal of the suit. The Company believes
this suit will not have a material adverse effect on the financial condition,
liquidity or results of operations of the Company.*
As of December 31, 1999, Crouse owned or leased six facilities that
maintain underground fuel storage tanks. The fuel systems at these facilities
have been replaced with new tanks equipped with corrosion protection and
automatic tank monitoring equipment. Any contamination detected during the tank
replacement process at these sites was remediated at the same time. The cost of
replacing and upgrading tanks and remediating contamination, if any was
detected, was not material to the financial position of the Company. The Company
is not currently under any requirement to incur mandated expenditures to
remediate previously contaminated sites and does not anticipate any material
costs for other infrequent or non-recurring clean-up expenditures.*
Crouse retains a $100,000 per occurrence self-insured exposure, or
deductible, on its workers' compensation, general and automobile liability,
bodily injury and property damage and cargo damage insurance coverages. The
Company maintains reserves for the estimated cost of the self-insured portion of
claims based on management's evaluation of the nature and severity of individual
claims and the Company's past claims experience. Based upon management's
evaluation of the nature and severity of individual claims and the Company's
past claims experience, management believes accrued reserves are adequate for
its self-insured exposures as of December 31, 1999.*
The amount of the allowance for credit losses is based on periodic (not
less than quarterly) evaluations of the portfolios based on historical loss
experience, detail account by account agings of the portfolios and management's
evaluation of specific accounts. Management believes the allowances for credit
losses are adequate to provide for potential losses.* See Note 1 of Notes to
Consolidated Financial Statements - Summary of Significant Accounting Policies -
Allowance for Credit Losses.
Year 2000
The Company completed its Year 2000 modifications and testing in the third
quarter of 1999. As a result of these efforts, the transition from 1999 to 2000
proved to be uneventful. The Company has not identified any significant,
unusual business trends relative to the transition to Year 2000. The Company
expensed approximately $154,000 relative to this effort.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At December 31, 1999, the Company's primary market risk is interest rate
risk. Changes in short-term interest rates could have affected: (a) the amount
of the Company's interest expense on its variable interest rate debt and (b) the
amount of the discount on finance accounts receivables sold by UPAC under its
receivable securitization agreement. The Company has not obtained any financial
instruments for trading purposes. The Company's long-term, variable interest
rate debt was $14,800,000 as of December 31, 1999, with $900,000 maturing
monthly in 1999 and the remaining $13,900,000 maturing September 30, 2000. In
addition, Crouse had a variable rate credit facility through which it may borrow
$4.5 million for working capital. Crouse's average borrowings under this
facility were $1.6 million in 1999 and borrowings of $3.7 million were
outstanding under this credit facility as of December 31, 1999.
At December 31, 1999, UPAC sold undivided interests in its insurance
premium finance accounts receivables on an ongoing basis under a receivables
securitization agreement. The receivables sold were fixed rate notes and
typically had a term of nine months. An undivided interest in the pool of
receivables was sold at a discount rate based on the average rate on 28 - 35 day
commercial paper over the term of the notes. Consequently, with respect to
insurance premium finance receivables sold by UPAC under the securitization
agreement, changes in the rate on 28 - 35 day commercial paper during the term
of such receivables will affect the amount to be received by UPAC in the sale of
receivables under the securitization agreement. The Company recognizes a gain
on sale of receivables that represents the excess of the sale proceeds over the
net carrying value of the receivables. Included in the gain recognized are the
estimated effects of prepayments, recourse provisions and the discount rate in
effect at the time of sale. As of December 31, 1999, UPAC had a total finance
accounts receivable portfolio of $82.0 million, including $63.9 million that had
been sold under the securitization agreement. UPAC does not currently use
derivatives, such as interest rate swaps, to manage its interest rate risk and
does not engage in any other hedging activities.
The estimated impact of a hypothetical 100 basis point (one percent) change
in short-term interest rates on the Company's interest expense on its variable
interest rate debt and on UPAC's gain on sale of insurance premium finance
receivables is approximately $314,000 and $292,000 as of December 31, 1999 and
1998, respectively. This hypothetical short-term interest rate change impact is
based on existing business and economic conditions and assumes that UPAC would
pass the increase in interest rates on to its customers in new finance contracts
generated after the increase.*
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of TransFinancial Holdings, Inc.:
We have audited the consolidated financial statements listed in the
accompanying index appearing under Item 14 (a) (1) and (2) herein. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
TransFinancial Holdings, Inc. and its subsidiaries (the "Company") at December
31, 1999 and 1998, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 1999, in conformity
with accounting principles generally accepted in the United States.
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in
Note 1 to the consolidated financial statements, the Company has suffered
recurring losses from operations, has experienced significantly reduced cash
flows from operating activities and has violated covenants of financing
agreements that raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 1. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Kansas City, Missouri
June 15, 2000.
TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31
1999 1998
(In Thousands)
ASSETS
Current Assets
Cash and cash equivalents.................................................. $ 1,076 $ 3,256
Freight accounts receivable, less allowance for credit losses of $203 and $387 14,373 13,351
Finance accounts receivable, less allowance for credit losses of $870 and $566 15,305 12,703
Current deferred income taxes (Note 6)..................................... -- 2,548
Other current assets....................................................... 3,579 2,981
Total current assets.................................................. 34,333 34,839
Operating Property, at Cost
Revenue equipment.......................................................... 31,415 31,969
Land....................................................................... 3,402 3,681
Structures and improvements................................................ 11,336 11,130
Other operating property................................................... 11,289 10,500
57,442 57,280
Less accumulated depreciation.............................................. (25,400) (24,122)
Net operating property................................................ 32,042 33,158
Intangibles, net of accumulated amortization................................... 9,005 9,777
Other Assets................................................................... 1,513 688
$ 76,893 $ 78,462
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Cash overdrafts............................................................ $ 2,673 $ 1,976
Accounts payable........................................................... 5,312 3,093
Current maturities of long-term debt....................................... 14,800 300
Line of credit payable..................................................... 3,659 --
Accrued payroll and fringes................................................ 5,006 6,068
Claims and insurance accruals.............................................. 1,361 283
Other accrued expenses..................................................... 3,686 4,101
Total current liabilities............................................. 36,497 15,821
Deferred Income Taxes (Note 6)................................................. -- 1,867
Long-Term Debt (Note 4)........................................................ -- 9,700
Contingencies and Commitments (Note 7)......................................... -- --
Shareholders' Equity (Notes 2, 5 and 9)
Preferred stock $0.01 par value, authorized 1,000,000 shares, none outstanding -- --
Common stock $0.01 par value, authorized
13,000,000 shares, issued 7,597,931 and 7,593,592 shares.............. 76 76
Paid-in capital............................................................ 6,104 6,090
Retained earnings.......................................................... 69,283 77,367
Treasury stock, 4,345,561 and 3,661,220 shares, at cost.................... (35,067) (32,459)
Total shareholders' equity............................................ 40,396 51,074
$ 76,893 $ 78,462
The accompanying notes to consolidated financial statements
are an integral part of these balance sheets.
TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31
1999 1998 1997
(In Thousands, Except Per Share Amounts)
Operating Revenue
Transportation........................................... $ 149,125 $ 144,592 $ 126,062
Financial services and other, net........................ 8,442 7,109 7,161
Total operating revenue............................. 157,567 151,701 133,223
Operating Expenses
Salaries, wages and employee benefits.................... 94,360 87,503 74,622
Operating supplies and expenses.......................... 23,898 23,144 19,141
Provision for credit losses.............................. 1,193 827 950
Operating taxes and licenses............................. 4,689 3,722 3,324
Insurance and claims..................................... 4,899 3,324 3,051
Depreciation and amortization............................ 5,158 6,286 4,758
Purchased transportation and other....................... 29,897 29,916 25,441
Total operating expenses............................ 164,094 154,722 131,287
Operating Income (Loss)...................................... (6,527) (3,021) 1,936
Nonoperating Income (Expense)
Interest income.......................................... 94 301 645
Interest expense......................................... (1,251) (311) (34)
Gain on sale of operating property, net.................. 31 164 56
Other, net............................................... 2 1 22
Total nonoperating income (expense)................. (1,124) 155 689
Income (Loss) Before Income Taxes............................ (7,651) (2,866) 2,625
Income Tax Provision (Benefit) (Note 6)...................... 433 (839) 1,525
Net Income (Loss)............................................ $ (8,084) $ (2,027) $ 1,100
Basic and Diluted Earnings (Loss) Per Share.................. $ (2.37) $ (0.39) $ 0.18
Basic Average Shares Outstanding............................. 3,415 5,249 6,214
Diluted Average Share Outstanding............................ 3,425 5,263 6,266
The accompanying notes to consolidated financial statements
are an integral part of these statements.
TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31
1999 1998 1997
(In Thousands)
Cash Flows From Operating Activities-
Net income (loss)........................................ $ (8,084) $ (2,027) $ 1,100
Adjustments to reconcile net income (loss) to
net cash generated by operating activities-
Depreciation and amortization....................... 5,158 6,286 4,758
Provision for credit losses......................... 1,089 1,220 1,070
Deferred tax provision.............................. 681 (2,644) 1,679
Other............................................... 286 (100) 24
Net increase (decrease) from change in
working capital items affecting operating activities-
Freight accounts receivable..................... (918) 1,165 (5,796)
Accounts payable................................ 2,230 (286) (615)
Accrued payroll and fringes..................... (1,062) 112 423
Other........................................... 961 1,035 (34)
341 4,761 2,609
Cash Flows From Investing Activities-
Proceeds from discontinued operations.................... -- 6,345 --
Purchase of operating property........................... (5,939) (9,102) (13,660)
Sale of operating property............................... 1,434 4,639 704
Purchase of finance subsidiaries, net of cash acquired... -- (4,178) --
Origination of finance accounts receivables.............. (196,695) (162,329) (125,391)
Sale of finance accounts receivables..................... 150,438 128,136 84,974
Collection of owned finance accounts receivables......... 42,462 37,804 40,005
Purchase of short-term investments....................... -- (2,998) (10,411)
Maturities of short-term investments..................... -- 6,541 16,825
Other .................................................. (772) (368) (466)
(9,072) 4,490 (7,420)
Cash Flows From Financing Activities-
Long-term debt borrowings................................ 5,000 10,000 --
Long-term debt repayments................................ (200) -- --
Line of credit borrowings (repayments), net.............. 3,659 (2,500) 2,500
Cash overdrafts.......................................... 697 1,101 754
Payments to acquire treasury stock....................... (2,603) (19,303) (2,277)
Payment for fractional shares from reverse stock split... (11) (96) (459)
Other .................................................. 9 25 50
6,551 (10,773) 568
Net Decrease in Cash and Cash Equivalents.................... (2,180) (1,522) (4,243)
Cash and Cash Equivalents:
Beginning of period...................................... 3,256 4,778 9,021
End of period............................................ $ 1,076 $ 3,256 $ 4,778
Cash Paid During the Period for-
Interest ................................................ $ 1,251 $ 196 $ 16
Income tax............................................... $ (450) $ 383 $ 106
TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
Supplemental Schedule of Noncash Investing Activities:
In 1998, the Company acquired all of the capital stock of Oxford for
approximately $4,178,000. In conjunction with the acquisition, liabilities
were assumed as follows (See Note 8):
1998
Fair value of assets acquired............................ $22,338
Cash paid for capital stock and acquisition expenses..... (4,178)
Intangibles.............................................. 1,876
Liabilities assumed...................................... $20,036
The accompanying notes to consolidated financial statements
are an integral part of these statements.
TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Total
Share-
Common Paid-In Retained Treasury holders'
Stock Capital Earnings Stock Equity
(In Thousands)
Balance at December 31, 1996.......... $ 76 $ 5,529 $ 79,242 $ (10,286) $ 74,561
Net income............................ -- -- 1,100 -- 1,100
Fractional shares cancelled
in reverse stock split............ (1) -- (948) -- (949)
Issuance of shares under
Incentive Stock Plan.............. -- 52 -- (2) 50
Purchase of 257,099 shares
of common stock................... -- -- -- (2,277) (2,277)
Balance at December 31, 1997.......... 75 5,581 79,394 (12,565) 72,485
Net loss.............................. -- -- (2,027) -- (2,027)
Issuance of shares under
Incentive Stock Plan.............. 1 509 -- (591) (81)
Purchase of 2,115,422 shares
of common stock................... -- -- -- (19,303) (19,303)
Balance at December 31, 1998.......... 76 6,090 77,367 (32,459) 51,074
Net loss.............................. -- -- (8,084) -- (8,084)
Issuance of shares under
Incentive Stock Plan.............. -- 14 -- (5) 9
Purchase of 683,241 shares
of common stock................... -- -- -- (2,603) (2,603)
Balance at December 31, 1999.......... $ 76 $ 6,104 $ 69,283 $ (35,067) $ 40,396
The accompanying notes to consolidated financial statements
are an integral part of these statements.
TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - The consolidated financial statements
include TransFinancial Holdings, Inc. and its subsidiary companies ("the
Company" or "TransFinancial"). TransFinancial's principal operations include
TFH Logistics & Transportation Services, Inc. ("TFH L&T") and its subsidiaries,
Crouse Cartage Company ("Crouse") and Specialized Transport, Inc.
("Specialized"), Universal Premium Acceptance Corporation and its affiliates,
Agency Premium Resource, Inc. ("APR"), Oxford Premium Finance, Inc. ("Oxford")
and UPAC of California, Inc. (together "UPAC"), and Presis, L.L.C. ("Presis").
The operating results of Oxford are included from May 29, 1998, the date of its
acquisition (See Note 8). The Company's proportionate interest in Presis is
included from July 31, 1997, the date of the Company's initial investment. All
significant intercompany accounts and transactions have been eliminated in
consolidation.
Going Concern - The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. The Company has
experienced operating losses in 1999 and 1998 and significantly reduced cash
flows from operating activities in 1999. In addition, the Company has violated
certain covenants in its financing agreements. These factors raise substantial
doubt about the Company's ability to continue as a going concern.
The Company's ability to continue as a going concern is ultimately
dependent on its ability to refinance its outstanding debt with new lenders and
make changes in its operations to allow it to operate profitably and sustain
positive operating cash flows. Effective May 26, 2000, UPAC entered into a new
receivable securitization agreement (See Note 4). Management is in the process
of negotiating a new $30 million credit facility for TFH L&T that, if closed,
would enable it to repay its working capital line of credit and term loan and
provide additional liquidity. The Company has also effected changes in its
operations intended to bring operating expenses in line with operating revenue
levels and to increase the levels of revenues.
Management believes that it will be successful in closing on the new credit
facility and that the operational changes will result in improved operating
results. However, there can be no assurance that the new credit facility will
be successfully closed or that the operational changes should result in improved
financial performance. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Segment Information - The Company has adopted Statement of Financial
Accounting Standards ("SFAS") No. 131, "Disclosures about Segments of an
Enterprise and Related Information." The adoption of this statement did not
require significant changes in the way the Company's segments were disclosed.
TransFinancial operates in three industry segments, transportation, financial
services and industrial technology. Through Crouse, the Company operates as a
regional less-than-truckload motor carrier primarily serving the north central
and midwest portion of the United States. A substantial portion of Crouse's
business is concentrated in the states of Iowa, Illinois, Minnesota, Missouri
and Wisconsin. TransFinancial also operates as an insurance premium finance
company through UPAC. The Company provides short-term secured financing for
commercial and personal insurance premiums through insurance agencies throughout
the United States. Approximately 50% of the insurance premiums financed by UPAC
are placed through insurance agencies in California, Illinois, Florida, Missouri
and Minnesota. Presis is a startup company that is developing an industrial
technology for dry particle processing. Information regarding the Company's
industry segments for the years ended December 31, 1999, 1998 and 1997 is as
follows (in thousands):
Operating Depreciation
Operating Income and Capital Total
Revenues (Loss) Amortization Additions Assets
Transportation 1999 $ 149,125 $ (6,434) $ 4,265 $ 5,209 $ 47,629
1998 144,592 1,321 4,456 8,754 47,874
1997 126,062 3,136 3,912 13,104 47,076
Financial Services 1999 8,330 1,341 740 100 26,597
1998 6,972 (653) 1,172 233 25,558
1997 7,078 396 770 143 24,360
Industrial Technology 1999 -- (212) 90 21 81
1998 -- (1,469) 610 104 185
1997 -- (295) 31 239 640
Total Segments 1999 157,455 (5,305) 5,095 5,330 74,307
1998 151,564 (801) 6,238 9,091 73,617
1997 133,140 3,237 4,713 13,486 72,076
Corporate and Other 1999 112 (1,222) 63 609 2,586
1998 137 (2,220) 48 11 4,845
1997 83 (1,301) 45 174 17,679
Consolidated 1999 157,567 (6,527) 5,158 5,939 76,893
1998 151,701 (3,021) 6,286 9,102 78,462
1997 133,223 1,936 4,758 13,660 89,755
Depreciation and Maintenance - Depreciation is computed using the
straight-line method and the following useful lives:
Revenue Equipment -
Tractors............................. 5 - 7 years
Trailers............................. 7 - 10 years
Structures and Improvements............. 19 - 39 years
Other Operating Property................ 2 - 10 years
As of January 1, 1998, the Company prospectively increased the estimated
remaining useful lives of certain revenue equipment to reflect the Company's
actual utilization of such equipment. This change decreased depreciation and
increased operating income by approximately $756,000 for 1998. Net income was
increased by approximately $454,000, or $0.09 per share, for 1998.
As of July 1, 1998, the Company prospectively decreased the estimated
remaining useful life of certain purchased software to reflect the Company's
plan to substantially revise and replace the software. This change increased
amortization expense in 1998 by $333,000 and decreased net income by
approximately $200,000, or $0.04 per share.
Upon sale or retirement of operating property, the cost and accumulated
depreciation are removed from the accounts and any gain or loss is reflected in
non-operating income. The Company expenses costs related to repairs and
overhauls of equipment as incurred.
Recognition of Revenues - Transportation operating revenues, and related
direct expenses, are recognized when freight is delivered. Other operating
expenses are recognized as incurred.
Finance charges on premium finance receivables that are not sold pursuant
to the Company's securitization agreement are recognized when earned under
applicable state regulations using methods that approximate the interest method.
Recognition of earned finance charges on delinquent accounts is suspended when
it is determined that collectibility of principal and interest is not probable.
Interest on delinquent accounts is recognized when collected. Gains on sale of
receivables under the securitization agreement are recorded when the receivables
are sold (See Note 4). Late fees and other ancillary fees are recognized when
chargeable. Uncollectible accounts are generally charged off after one year,
unless there is specific assurance of collection through return of unearned
premiums from the insurance carrier. Recoveries of charged off accounts are
recognized when collected.
The Company applies a control-oriented, financial-components approach to
financial-asset-transfer transactions, such as the Company's securitization of
finance accounts receivables, whereby the Company (1) recognizes the financial
and servicing assets it controls and the liabilities it has incurred, (2)
removes financial assets from the balance sheet when control has been
surrendered, and (3) removes liabilities from the balance sheet once they are
extinguished. Such transfers result in the recognition of a net gain or loss.
Control is considered to have been surrendered only if (i) the transferred
assets have been isolated from the transferor and its creditors, even in
bankruptcy or other receivership (ii) the transferee has the right to pledge or
exchange the transferred assets, or, is a qualifying special-purpose entity (as
defined) and the holders of beneficial interests in that entity have the right
to pledge or exchange those interests; and (iii) the transferor does not
maintain effective control over the transferred assets through an agreement
which both entitles and obligates it to repurchase or redeem those assets prior
to maturity, or through an agreement which both entitles and obligates it to
repurchase or redeem those assets if they were not readily obtainable elsewhere.
If any of these conditions are not met, the Company accounts for the transfer as
a secured borrowing.
The Company retains the servicing on finance receivables sold under its
securitization agreement. A servicing asset or liability is recognized for the
fair value based on an analysis of discounted cash flows that includes estimates
of servicing fees, servicing costs, projected ancillary servicing revenue and
projected prepayment rates. The Company has not recorded a net servicing asset
as the amount is not material to its financial position or results of
operations.
Allowance for Credit Losses - The allowances for credit losses are
maintained at amounts considered adequate to provide for potential losses. The
amount of each allowance for credit losses is based on periodic (not less than
quarterly) evaluations of the portfolios based on historical loss experience,
detail account by account agings of the portfolios and management's evaluation
of specific accounts. The following is an analysis of changes in the allowance
for credit losses on finance accounts receivable for 1999 and 1998 (in
thousands):
1999 1998
Balance, beginning of year................ $ 566 $ 499
Allowance acquired with Oxford............ -- 343
Provision for credit losses............... 1,193 827
Charge-offs, net of recoveries
of $443 and $196 ..................... (889) (1,103)
Balance, at the end of year............... $ 870 $ 566
Income Taxes - The Company accounts for income taxes in accordance with
the liability method. Deferred income taxes are determined based upon the
difference between the book and the tax basis of the Company's assets and
liabilities. Deferred taxes are provided at the enacted tax rates expected to
be in effect when these differences reverse.
Cash Equivalents - The Company considers all highly liquid investments
purchased with a maturity of three months or less to be cash equivalents. The
Company maintains cash and cash equivalents with various major financial
institutions. At times such amounts may exceed the F.D.I.C. limits. The
Company believes that no significant concentration of credit risk exists with
respect to cash and cash equivalents.
Disclosures about Fair Value of Financial Instruments - The following
methods and assumptions are used to estimate the fair value of each class of
financial instruments:
a. Cash Equivalents - The carrying amount approximates fair value because
of the short maturity of these instruments.
b. Finance Accounts Receivable - The carrying amount approximates fair
value because of the short maturity of these instruments.
c. Long-Term Debt - The carrying amount approximates fair value as the
debt bears interest at a variable market rate.
Pervasiveness of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results could differ
from those estimates.
Reclassifications - Certain amounts in the accompanying consolidated
balance sheet for the prior period have been reclassified to conform with the
current period's presentations.
Accounting for the Impairment of Long-Lived Assets - The Company
periodically reviews its long-lived assets and associated intangible assets and
has identified no events or changes in circumstances which indicate that the
carrying amount of these assets may not be recoverable, except as described
below. When potential impairments are indicated, impairment losses, if any, are
measured by the excess of carrying values over fair values. An evaluation of
certain equipment and intangible assets of the Company's industrial technology
operation resulted in the determination that these assets were impaired. The
impaired assets were written down by $525,000 effective September 30, 1998.
Fair value was based on estimated discounted future cash flows to be generated
by these assets and management's estimate of the value realizable from sale of
the assets. This writedown is included in "Depreciation and Amortization" in
the Consolidated Statements of Income. An evaluation of certain land and
structures that are no longer used in the Company's transportation operation
resulted in the determination that these assets were impaired. The impaired
assets were written down by $190,000 effective December 31, 1999. Fair value
was based on estimated discounted future cash flows to be generated by these
assets and management's estimate of the value realizable from sale of the
assets. This writedown is included in "Purchased Transportation and Other" in
the Consolidated Statements of Income.
Intangible Assets and Accumulated Amortization - Intangible assets,
consisting primarily of goodwill and intangibles recorded in connection with the
acquisition of insurance premium finance companies, totaled $11,212,000 at
December 31, 1999. These intangible assets are generally being amortized on the
straight-line basis over 15 - 25 years. The accumulated amortization of
intangible assets as of December 31, 1999 was $2,207,000.
2. EMPLOYEE BENEFIT PLANS
Multiemployer Plans
TFH L&T, through its subsidiaries Crouse and Specialized, participates in
multiemployer pension plans which provide defined benefits to substantially all
of the drivers, dockworkers, mechanics and terminal office clerks who are
members of a union. TFH L&T contributed $7,493,000, $6,931,000 and $5,762,000 to
the multiemployer pension plans for 1999, 1998 and 1997. The Multiemployer
Pension Plan Amendments Act of 1980 established a continuing liability to such
union-sponsored pension plans for an allocated share of each plan's unfunded
vested benefits upon substantial or total withdrawal by participating employers
or upon termination of the pension plans. TFH L&T's estimated share of the
unfunded benefits for these plans is reported to be approximately $8.5 million
as of December 31, 1998, based on the limited information presently available
from the plans' administrators, TFH L&T also contributed $8,462,000, $8,342,000
and $7,161,000, to multiemployer health and welfare plans for 1999, 1998 and
1997.
Non-Union Pension Plan
TFH L&T has a defined contribution pension plan ("the Non-Union Plan")
providing for a mandatory Company contribution of 5% of annual earned
compensation of the non-union employees. Additional discretionary contributions
may be made depending upon the profitability of TFH L&T. Any discretionary
funds contributed to the Non-Union Plan will be invested 100% in TransFinancial
Common Stock.
Pension expense, exclusive of the multiemployer pension plans, was
$511,000, $357,000 and $131,000 for the years 1999, 1998 and 1997.
Profit Sharing
In September 1988, the employees of Crouse approved the establishment of a
profit sharing plan ("the Plan"). The Plan was structured to allow all
employees (union and non-union) to ratably share 50% of Crouse's income before
income taxes (excluding extraordinary items and gains or losses on the sale of
assets) in return for a 15% reduction in their wages. The Plan calls for profit
sharing distributions to be made on a quarterly basis. The Plan was recertified
in 1991 and 1994, and continued in effect through October 3, 1998, when a
replacement Collective Bargaining Agreement was reached between the parties.
The Plan was not renewed under the new Collective Bargaining Agreement effective
October 4, 1998. A separate wage reduction provision was substituted in its
place. The accompanying consolidated statements of income include profit
sharing expense of $2,013,000 and $3,088,000 for 1998 and 1997.
401(k) Plan
Effective January 1, 1990, Crouse established a salary deferral program
under Section 401(k) of the Internal Revenue Code. To date, participant
contributions to the 401(k) plan have not been matched with Company
contributions. All employees of Crouse are eligible to participate in the 401(k)
plan after they attain age 21 and complete one year of qualifying employment.
UPAC Plans
Effective June 1, 1995, the Company established a 401(k) Savings Plan and
a Money Purchase Pension Plan, both of which are defined contribution plans.
Employees of UPAC and TransFinancial are eligible to participate in the plans
after they attain age 21 and complete one year of employment.
Participants in the 401(k) Savings Plan may defer up to 13% of annual
compensation. The Company matches 50% of the first 10% deferred by each
employee. Company contributions vest after five years. Company matching
contributions in 1999, 1998 and 1997 were $70,000, $63,000 and $48,000.
Under the Money Purchase Pension Plan, the Company contributes 7% of each
eligible employee's annual compensation plus 5.7% of any compensation in excess
of the Social Security wage base. Company contributions in 1999, 1998 and 1997
were $137,000, $108,000 and $112,000.
Stock Option Plans
A Long-Term Incentive Plan adopted in 1998 ("1998 Plan") provides that
options for shares of TransFinancial Common Stock be granted to directors, and
that options and other shares may be granted to officers and other employees.
All such option grants are at or above fair market value at the date of grant.
Options granted generally become exercisable ratably over two to five years and
remain exercisable for ten years from the date of grant. Initially, 600,000
shares were reserved for issuance pursuant to the 1998 Plan. As of December 31,
1999, 544,661 shares were available for grant pursuant to the 1998 Plan.
An Incentive Stock Plan was adopted in 1992 ("1992 Plan") which provides
that options for shares of TransFinancial Common Stock shall be granted to
directors, and may be granted to officers and key employees at fair market value
of the stock at the time such options are granted. Initially, 500,000 shares of
TransFinancial common stock were reserved for issuance pursuant to the 1992
Plan. As of December 31, 1999, options for 34,780 shares were available for
grant pursuant to the 1992 Plan. These options generally become exercisable
ratably over two to five years and remain exercisable for ten years from the
date of grant.
In each of 1995 and 1996 the Company granted non-qualified options to
acquire 10,000 shares of common stock to an officer of UPAC pursuant to an
employment agreement. These options become exercisable in 1998 and 1999 and
expire in 2005 and 2006.
The Company follows Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25") and related
Interpretations in accounting for its employee stock options. Under APB 25,
because the exercise price of each of the Company's stock options equals the
market price of the underlying stock on the date of grant, no compensation
expense is recognized.
SFAS No. 123 "Accounting for Stock-Based Compensation," requires the use
of option valuation models to estimate the fair value of stock options granted
and recognize that estimated fair value as compensation expense. Pro forma
information regarding net income and earnings per share is required by SFAS No.
123, and has been determined as if the Company had accounted for its stock
options under the fair value method of SFAS No.123. The fair value of these
options was estimated at the date of grant using a Black-Scholes option pricing
model with the following weighted average assumptions for 1999, 1998 and 1997:
risk-free interest rates of 5.2%, 5.5% and 6.1%; expected life of options of 4.3
years, 4.4 years and 4.9 years; and a volatility factor of the expected market
price of the Company's common stock of .36 in 1999 and .20 in 1998 and 1997.
The preceding assumptions used as inputs to the option valuation model are
highly subjective in nature. Changes in the subjective input assumptions can
materially affect the fair value estimates; thus, in management's opinion, the
estimated fair values presented do not necessarily represent a reliable single
measure of the fair value of its employee stock options. For purposes of pro
forma disclosures, the estimated fair value of the options is amortized to
expense over the options' vesting periods. The Company's unaudited pro forma
information follows (in thousands, except for per share amounts):
1999 1998 1997
Pro forma net income (loss).............. $(8,275) $(2,234) $ 949
Pro forma basic earnings (loss) per share $(2.43) $(0.43) $ 0.15
The following table is a summary of data regarding stock options granted
during the three years ended December 31, 1999:
1999 1998 1997
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Options Price Options Price Options Price
Options outstanding at
beginning of year............. 353,150 $8.17 350,650 $7.47 263,200 $7.17
Granted........................... 99,500 $4.26 131,050 $9.03 118,250 $7.99
Forfeited......................... (42,600) $7.35 (44,580) $9.13 (19,900) $8.09
Exercised......................... (2,000) $2.41 (83,970) $6.07 (10,900) $4.84
Options outstanding at end
of year....................... 408,050 $7.33 353,150 $8.17 350,650 $7.47
Options exercisable at end
of year....................... 160,520 $7.93 114,180 $7.49 119,000 $6.38
Estimated weighted average
fair value per share of
options granted during
the year....................... $ 1.33 $ 2.12 $ 2.00
The per share exercise prices of options outstanding as of December 31, 1999, ranged from $2.41 to $9.79 per share. The
weighted average remaining contractual life of those options was 7.4 years.
The following table summarizes information concerning outstanding and
exercisable options as of December 31, 1999.
Weighted
Average Weighted Weighted
Number of Remaining Average Number of Average
Range of Outstanding Contractual Exercise Exercisable Exercise
Exercise Prices Options Life Price Options Price
$0.00-$2.50 2,150 2.4 $2.41 2,150 $2.41
$2.50-$5.50 104,900 8.4 $4.35 13,900 $4.91
$5.50-$8.00 144,250 6.7 $7.69 75,220 $7.74
$8.00-$10.00 156,750 7.5 $9.05 69,250 $8.91
408,050 160,520
3. INSURANCE COVERAGE
Claims and insurance accruals reflect accrued insurance premiums and the
estimated cost of incurred claims for cargo loss and damage, bodily injury and
property damage and workers' compensation not covered by insurance. The Company
estimates reserves required for the self-insured portion of claims based on
management's evaluation of the nature and severity of individual claims and the
Company's past claims experience. The Company regularly assesses and adjusts
estimated reserves based on continued development of information regarding
claims through the ultimate claims settlement. Adjustments to estimated
reserves are recorded in the period in which additional information becomes
known. Workers' compensation expense is included in "Salaries, wages and
employee benefits" in the accompanying consolidated statements of income.
The Company's public liability and property damage, cargo and workers'
compensation premiums are subject to retrospective adjustments based on actual
incurred losses. The actual adjustments normally are not known for at least one
year; however, based upon a review of the preliminary compilation of losses
incurred through December 31, 1999, management does not believe any material
adjustment will be made to the premiums paid or accrued at that date.
4. FINANCING AGREEMENTS
Securitization of Receivables
In December, 1996, the Company, UPAC and APR Funding Corporation (wholly-
owned subsidiary of UPAC) entered into a securitization agreement whereby
undivided interests in a designated pool of accounts receivable can be sold on
an ongoing basis. In 1999, this agreement was amended to change the termination
date to May 14, 2000 and to reduce the facility capacity. The maximum allowable
amount of receivables to be sold under the agreement is $70.0 million. The
purchaser permits principal collections to be reinvested in new financing
agreements. UPAC had securitized receivables of $63.9 million and $61.6
million at December 31, 1999 and 1998. The cash flows from the sale of
receivables are reported as investing activities in the accompanying
consolidated statement of cash flows. The securitized receivables are reflected
as sold in the accompanying balance sheet.
Among other things, the terms of the agreement require UPAC to maintain a
minimum tangible net worth of $5.0 million, contain restrictions on the payment
of dividends by UPAC to TransFinancial without prior consent of the financial
institution and require UPAC to report any material adverse changes in its
financial condition. The terms of the agreement also require the Company to
maintain a minimum consolidated tangible net worth of $35.0 million and a
minimum ratio of consolidated EBITDA to interest and securitization fees of 1.5
to 1.0. The Company was not in compliance with such consolidated financial
covenants at December 31, 1999.
The terms of the securitization agreement require UPAC to maintain a
reserve at specified levels that serves as collateral. At December 31, 1999,
approximately $7.2 million of owned finance receivables served as collateral
under the reserve provision.
Effective May 26, 2000, the securitization agreement was assigned to and
assumed by a new purchaser. The Company, UPAC and APR Funding Corporation
(wholly-owned subsidiary of UPAC) amended the securitization agreement with the
new purchaser increasing the maximum allowable amount of receivables to be sold
under the new agreement to $80.0 million, extending the term of the agreement by
five years with annual liquidity renewals and amending certain financial
covenants. As a result of certain call provisions in the amended agreement, the
receivables sold under the agreement after the date of the amendment will not be
reflected as sold in future balance sheets. The funds advanced under the
amended agreement will be accounted for as secured borrowings.
Among other things, the terms of the agreement require UPAC to maintain a
minimum tangible net worth of $10.0 million, contain restrictions on the payment
of dividends by UPAC to TransFinancial without prior consent of the financial
institution and require UPAC to report any material adverse changes in its
financial condition.
Long-Term Debt
In September 1998, the Company entered into a two-year secured loan
agreement with a commercial bank to borrow $10.0 million (the "Loan") secured by
freight accounts receivable and a second lien on revenue equipment. In March
1999, the Loan was amended and restated to increase the borrowing to $15.0
million. The proceeds of the Loan were used to repurchase shares of the
Company's common stock (See Note 5) and fund operations. The Loan bears
interest at 25 basis points below the bank's prime rate. The interest rate was
8.25% at December 31, 1999. The terms of the Loan provide for monthly payments
of interest only through September 30, 1999, with monthly principal payments
thereafter of $100,000 plus interest through maturity on September 30, 2000. At
December 31, 1999 the outstanding balance of $14.8 million was classified as
current maturities of long-term debt.
The terms of the Loan require the Company to maintain a minimum
consolidated tangible net worth of $35 million, a ratio of current assets to
current liabilities of 1.25 to 1.00, a ratio of total liabilities to tangible
net worth of 1.0 to 1.0, and contain restrictions on the payment of dividends
without prior consent of the financial institution. The Company was not in
compliance with such financial covenants at December 31, 1999.
Working Capital Line
On January 5, 1998, Crouse entered into a $4.5 million working capital
line of credit loan ("Working Capital Line"). Interest on the Working Capital
Line accrues at 25 basis points below the bank's prime rate. The interest rate
was 8.25% at December 31, 1999. The Working Capital Line is secured by Crouse's
revenue equipment and specified bank deposit balances. The following table
summarizes activity under the Working Capital Line for 1999, 1998 and 1997 (in
thousands, except percentages):
1999 1998 1997
Balance outstanding at end of period......................... $ 3,659 $ -- $ 2,500
Average amount outstanding................................... 1,591 536 333
Maximum month end balance outstanding........................ 4,324 2,752 2,500
Interest rate at end of period............................... 8.25% 7.75% 8.50%
Weighted average interest rate............................... 8.04% 8.25% 8.50%
The terms of the Working Capital Line require Crouse to maintain tangible
net worth of $24.0 million, increasing by $1.0 million per year beginning in
1998, and contain restrictions on the payment of dividends, incurring debt or
liens, or change in majority ownership of Crouse. The terms of the agreement
also permit the bank to accelerate the due date of borrowings if there is a
material adverse change in the financial condition of Crouse. Crouse was not in
compliance with the tangible net worth covenant at December 31, 1999.
5. COMMON STOCK AND EARNINGS PER SHARE
Stock Repurchases
In February 1999, the Board of Directors authorized the repurchase of
1,030,000 shares of the Company's common stock. During 1999, a total of 683,241
share were repurchased at a cost of approximately $2.6 million.
In June 1998, TJS Partners, LP ("TJS"), a shareholder of the Company,
announced its intent to acquire an additional 23% of the Company's outstanding
common stock held by one family (the "Crouse family"), obtain control of the
Company's board of directors and study possible actions such as the liquidation
or sale of part or all of the Company's businesses or assets. The board of
directors determined that the hostile takeover attempt was not in the best
interest of the Company and its shareholders and agreed to repurchase the shares
held by TJS and the Crouse family. The failed attempt at a hostile takeover of
the Company, together with other events, led the Company to record charges for
management and personnel restructuring, asset and liability valuation
adjustments, and transaction costs and other expenses related to the takeover
attempt.
Pursuant to a definitive stock purchase agreement resolving the hostile
takeover attempt, the Company repurchased 2,115,422 shares of its common stock
held by the Crouse family, including 881,550 shares registered in the name of
TJS Partners, LP, all at a price of $9.125 per share, effective August 14, 1998.
In addition, the Company paid and expensed $350,000 of legal and other costs
incurred by the Crouse family in connection with the takeover attempt. The
Company funded the payment out of available cash and short-term investments, the
proceeds from the sale and leaseback of approximately $4.2 million of revenue
equipment and the proceeds from the $10.0 million secured loan from one of the
Company's existing bank lenders.
On June 26, 1995, the Company adopted a program to repurchase up to 10% of
its outstanding shares of common stock. During the second quarter of 1996, the
Company completed this initial repurchase program and expanded the number of
shares authorized to be repurchased by an additional 10% of its then outstanding
shares. The second program was completed in the fourth quarter of 1997. During
1997, the Company repurchased 257,099 shares of common stock at a cost of $2.3
million.
On June 26, 1997, the shareholders of the Company approved a 1-for-100
reverse stock split followed by a 100-for-1 forward stock split. These stock
splits were effected on July 2, 1997. The result of this transaction was the
cancellation of approximately 107,000 shares of common stock held by holders of
fewer than 100 shares, at the then current market price of $8.89 per share.
Earnings Per Share
Because of the Company's simple capital structure, income (loss) available
to common shareholders is the same for the basic and diluted earnings per share
computations. Such amounts were $(8,084,000), $(2,027,000) and $1,100,000 for
1999, 1998 and 1997. Following is a reconciliation of basic weighted average
common shares outstanding, weighted average common shares outstanding adjusted
for the dilutive effects of outstanding stock options, and basic and diluted
earnings per share for each of the periods presented (in thousands, except per
share amounts).
1999 1998 1997
Per Share Per Share Per Share
Shares Amounts Shares Amounts Shares Amounts
Basic earnings (loss)
per share............................ 3,415 $ (2.37) 5,249 $ (0.39) 6,214 $ 0.18
Plus incremental shares
from assumed conversion of
stock options........................ 10 14 52
Diluted earnings (loss)
per share............................ 3,425 $ (2.37) 5,263 $ (0.39) 6,266 $ 0.18
Options to purchase 308,500 shares of common stock at an average exercise
price of $8.32 per share were outstanding at December 31, 1999, but were not
included in the computation of diluted earnings per share because the options'
average exercise price was greater than the average market price of the common
shares. These options remain outstanding and expire through 2008.
6. INCOME TAXES
Deferred tax assets (liabilities) are comprised of the following at
December 31 (in thousands):
1999 1998
Deferred Tax Assets:
Employee benefits..................................... $ 521 $ 951
Claims accruals and other............................. 1,706 1,276
Allowance for credit losses........................... 571 616
Net operating loss carryforwards...................... 4,225 1,054
Alternative minimum tax and other
credits.......................................... 754 1,038
Total gross deferred tax assets........................... 7,777 4,935
Less valuation allowance.................................. (3,197) -
Net deferred tax assets................................... 4,580 4,935
Deferred Tax Liabilities:
Financial services revenue............................ (314) (295)
Operating property, principally
due to differences in depreciation............... (4,038) (3,780)
Amortization of intangibles........................... (228) (179)
Total gross deferred tax liabilities...................... (4,580) (4,254)
Net deferred tax assets................................... $ - $ 681
The deferred tax assets and liabilities are classified in the accompanying
consolidated balance sheets as follows (in thousands):
1999 1998
Net current deferred tax assets........................... $ - $ 2,548
Net non-current deferred tax liabilities.................. - (1,867)
Net deferred tax assets................................... $ - $ 681
In 1999, the Company assessed the likelihood that all or a portion of its
deferred tax assets would not be realized. Such assessment included
consideration of positive and negative factors, including the Company's current
financial position and results of operations, projected future taxable income
and available tax planning strategies. As a result of such assessment, it was
determined that it was more likely than not that the net deferred tax assets
will not be realized. Therefore, the Company recorded a valuation allowance of
$3,197,000 in its deferred income tax provision in 1999.
At December 31, 1999, the Company had approximately $11.2 million of net
operating loss carryforwards that were available for Federal income tax purposes
and expire in 2018 and 2019. At December 31, 1999 and 1998, the Company had
$709,000 and $1,038,000 of alternative minimum tax and other credit
carryforwards available which do not expire. As noted above, the carryforwards
of net operating losses and alternative minimum tax credits may not be realized.
The Internal Revenue Service ("IRS") has examined the Company's 1994 through
1996 tax returns. In April 1998, the Company and the IRS settled all issues for
tax years 1994 through 1996 within the tax reserves that the Company made
provision for in 1997.
The following is a reconciliation of the Federal statutory income tax rate
to the effective income tax provision (benefit) rate:
1999 1998 1997
Federal statutory income tax rate................ (35.0)% (35.0)% 35.0%
State income tax rate, net....................... (4.7) (3.8) 5.9
Amortization of non-deductible
acquisition intangibles...................... 1.3 3.0 2.3
Non-deductible meals and
entertainment................................ 1.1 3.2 2.4
Adjustments to prior years' tax
liabilities.................................. - - 12.9
Change in valuation allowance.................... 41.8 - -
Other............................................ 1.2 3.5 (0.4)
Effective income tax rate........................ 5.7% (29.1)% 58.1%
The components of the income tax provision (benefit) consisted of the
following (in thousands):
1999 1998 1997
Current:
Federal.................................................. $ (198) $ 1,444 $ (145)
State.................................................... (50) 361 (9)
Total............................................... (248) 1,805 (154)
Deferred:
Federal.................................................. (2,013) (2,115) 1,434
State.................................................... (503) (529) 245
Change in valuation allowance............................ 3,197 - -
Total............................................... 681 (2,624) 1,679
Total income tax provision (benefit)......................... $ 433 $ (839) $ 1,525
7. CONTINGENCIES AND COMMITMENTS
The Company is party to certain claims and litigation arising in the ordinary
course of business. In the opinion of management, the outcome of such claims
and litigation will not materially affect the Company's results of operations,
cash flows or financial position.
Crouse has been named as a defendant in two lawsuits arising out of a
motor vehicle accident. The first suit was instituted on June 16, 1999 in the
United States District Court in the Eastern District of Michigan (Northern
Division) by Kimberly Idalski, Personal Representative of the Estate of Lori
Cothran, deceased against Crouse. The second suit was instituted on August 17,
1999 in the United States District Court in the Eastern District of Michigan
(Northern Division) by Jeanne Cothran, as Legal Guardian, on behalf of Kaleb
Cothran, an infant child against Crouse. The suits allege that Crouse
negligently caused the death of Lori Cothran in a motor vehicle accident
involving a Crouse driver. The first suit seeks damages in excess of
$50,000,000, plus costs, interest and attorney fees. The second suit seeks
damages in excess of $100,000,000, plus costs, interest and attorney fees. The
claims against Crouse are currently under investigation. Based on the
information presently known to the Company, management does not believe these
suits will have a material adverse effect on the financial condition, liquidity
or results of operations of the Company.
The Company and its directors have been named as defendants in a lawsuit
filed on January 12, 2000 in the Chancery Court in New Castle County, Delaware.
The suit seeks declaratory, injunctive and other relief relating to a proposed
management buyout of the Company. The suit alleges that the directors of the
Company failed to seek bidders for the Company's subsidiary, Crouse, failed to
seek bidders for its subsidiary, UPAC, failed to actively solicit offers for the
Company, imposed arbitrary time constraints on those making offers and favored a
management buyout group's proposal. The suit seeks certification as a class
action complaint. The proposed management buyout was terminated on February 18,
2000 and the Company has filed for dismissal of the suit. The Company believes
this suit will not have a material adverse effect on the financial condition,
liquidity or results of operations of the Company.
Payments are made to tractor owner-operators under various short-term
lease agreements for the use of revenue equipment. These lease payments, which
totaled $14,885,000, $16,836,000 and $14,351,000 for 1999, 1998 and 1997, are
primarily based on miles traveled or on a percent of revenue generated through
the use of the equipment.
In 1998 and 1999, TFH L&T entered into a long-term operating lease for
new and used tractors and new trailers. Lease terms are five years for tractors
and seven years for trailers. Rental expense relating to these leases was
$1,718,000 and $319,000 in 1999 and 1998. Minimum future rentals for operating
leases are as follows: 2000 - $2,399,000; 2001 - $2,399,000; 2002 - $2,399,000;
2003 - $1,961,000; 2004 - $862,000; and thereafter - $1,291,000. Additionally,
TFH L&T has limited contingent rental obligations of $1,019,000 if the fair
market value of such equipment at the end of the lease term is less than certain
residual values. Such lease also requires TFH L&T to maintain tangible net
worth of $26.0 million, increasing by $1.0 million per year beginning in 1999.
TFH L&T was not in compliance with this covenant at December 31, 1999.
8. ACQUISITION OF PREMIUM FINANCE SUBSIDIARIES
On May 29, 1998, TransFinancial through UPAC, its insurance premium
finance subsidiary, completed the acquisition of all of the issued and
outstanding stock of Oxford for approximately $4.2 million. Oxford offered
short-term secured financing of commercial insurance premiums through approved
insurance agencies in 17 states throughout the United States. At May 29, 1998,
Oxford had net finance receivables outstanding of approximately $22.5 million.
This transaction was accounted for as a purchase. UPAC sold an additional $4.2
million of its receivables under its receivable securitization agreement to
obtain funds to consummate the purchase. Concurrently with the closing of the
acquisition, UPAC amended its receivables securitization agreement to increase
the maximum allowable amount of receivables to be sold under the agreement and
to permit the sale of Oxford's receivables under the agreement. Effective on
May 29, 1998, Oxford sold approximately $19 million of its receivables under the
securitization agreement using the proceeds to repay the balance outstanding
under its prior financing arrangement. The terms of the acquisition and the
purchase price resulted from negotiations between UPAC and Oxford Bank & Trust
Company, the former sole shareholder of Oxford. In connection with the purchase
of Oxford UPAC recorded goodwill of $1.8 million, which will be amortized on the
straight-line basis over 15 years.
The unaudited pro forma operating results of TransFinancial for the years
ended December 31, 1998 and 1997, assuming the acquisition occurred as of the
beginning of each of the respective periods, are as follows. For the year ended
December 31, 1998, pro forma operating revenue was $152.2 million, pro forma net
loss was $1,994,000, and pro forma basic loss per share was $.38. For the year
ended December 31, 1997, pro forma operating revenue was $134.3 million, pro
forma net income was $1,139,000 and pro forma basic earnings per share was $.18.
The pro forma results of operations are not necessarily indicative of the
actual results that would have been obtained had the acquisition been made at
the beginning of the respective periods, or of results that may occur in the
future.
9. SHAREHOLDER RIGHTS PLAN
On February 18, 1999, the Board of Directors authorized the amendment of
the previously adopted Shareholder Rights Plan by which the Board of Directors
declared a dividend distribution of one Preferred Stock Purchase Right for each
outstanding share of TransFinancial Common Stock.
Under the Shareholder Rights Plan, Rights were issued on July 27, 1998 to
shareholders of record as of that date and will expire in ten years, unless
earlier redeemed or exchanged by the Company. The distribution of Rights was
not taxable to the Company or its shareholders.
The Rights become exercisable only if a person or entity is an "Acquiring
Person" (as defined in the Plan) or announces a tender offer, the consummation
of which would result in any person or group becoming an "Acquiring Person."
Each Right initially entitles the holder to purchase one one-hundredth of a
newly issued share of Series A Preferred Stock of the Company at an exercise
price of $50.00. If, however, a person or group becomes an "Acquiring Person",
each Right will entitle its holder, other than an Acquiring Person and its
affiliates, to purchase, at the Right's then current exercise price, a number of
shares of the Company's common stock having a market value of twice the Right's
exercise price.
In addition, if after a person or group becomes an Acquiring Person, the
Company is acquired in a merger or other business combination transaction, or
sells 50% or more of its assets or earning power, each Right will entitle its
holder, other than an Acquiring Person and its affiliates, to purchase, at the
Right's then current exercise price, a number of shares of the acquiring
company's common stock having a market value at the time of twice the Right's
exercise price.
Under the Shareholder Rights Plan, an "Acquiring Person" is any person or
entity which, together with any affiliates or associates, beneficially owns 15%
or more of the shares of Common Stock of the Company then outstanding. The
Shareholder Rights Plan contains a number of exclusions from the definition of
Acquiring Person. The Shareholders Rights Plan will not apply to a Qualifying
Offer, which is a cash tender offer to all shareholders satisfying certain
conditions set forth in the Plan. The Company's Board of Directors may redeem
the Rights at any time prior to a person or entity becoming an Acquiring Person.
TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL INFORMATION
DECEMBER 31, 1999 AND 1998
SUMMARY OF QUARTERLY FINANCIAL INFORMATION (UNAUDITED):
TransFinancial's quarterly operating results from Crouse, as well as those
of the motor carrier industry in general, fluctuate with the seasonal changes in
tonnage levels and with changes in weather related operating conditions.
Inclement weather conditions during the winter months may adversely affect
freight shipments and increase operating costs.
The following table sets forth selected unaudited financial information
for each quarter of 1999 and 1998 (in thousands, except per share amounts).
1999
First Second Third Fourth Total
Revenue................................... $ 39,857 $ 40,261 $ 39,294 $ 38,155 $ 157,567
Operating Income (Loss)................... 3 (177) (1,359) (4,994) (6,527)
Nonoperating Income (Expense)............. (211) (278) (286) (349) (1,124)
Net Income (Loss)......................... (172) (321) (1,035) (6,556) (8,084)
Basic and Diluted Earnings
(Loss) per Share.......................... (0.04) (0.09) (.32) (2.00) (2.37)
1998
First Second Third Fourth Total
Revenue................................... $ 37,003 $ 37,036 $ 39,614 $ 38,048 $ 151,701
Operating Income (Loss)................... 300 266 (4,031) 444 (3,021)
Nonoperating Income (Expense)............. 51 131 174 (201) 155
Net Income (Loss)......................... 161 176 (2,474) 110 (2,027)
Basic and Diluted Earnings
(Loss) per Share...................... 0.03 0.03 (0.50) 0.03 (0.39)
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS OF THE COMPANY
Director
of the
Name, Principal Occupation and Company
other Directorships Age Since
William D. Cox 57 1991
Chairman of the Board of Directors since June 1997. Mr.
Cox has served as President of various family-owned,
commercial and residential construction and land
development companies in Wichita, Kansas, currently
Applewood Homes, Inc., from 1967 to the present.
J. Richard Devlin 49 1997
Executive Vice President, General Counsel and External
Affairs of Sprint Corporation ("Sprint"), a publicly
traded telecommunications company headquartered in
Westwood, Kansas, since 1989. Mr. Devlin also serves as
a member of Sprint's Executive Management Committee. Mr.
Devlin served as Vice President and General Counsel for
telephone operations for Sprint from 1987 to 1989. From
1972 to 1986, Mr. Devlin served as an attorney and in
various line and staff operations management positions
with AT&T.
Harold C. Hill, Jr. 64 1995
Retired as a partner of Arthur Andersen LLP in 1993. Mr.
Hill's 35 years of service with that firm included
responsibility as partner in charge of the
transportation, financial services and government
practices in Kansas City, and National Technical
Coordinator of that firm's trucking industry practice
group.
Roy R. Laborde 61 1991
Vice Chairman of the Board of Directors since June 1997.
Chairman of the Board of Directors from May 1992 to June
1997. President of Amboy Grain, Inc., Amboy, Minnesota,
since 1985; President and Chief Operating Officer for
Rapidan Grain & Feed, Rapidan, Minnesota, from 1968
through 1988 and has continued to merchandise grain for
that company.
Timothy P. O'Neil 43 1995
President and Chief Executive Officer of the Company
since May 1995 and Secretary since April 2000. From
October 1989, through May, 1995, Mr. O'Neil served in
various positions with the Company, including Senior Vice
President, Vice President, Treasurer and Director of
Finance. From March 1997 to October 1998, he has also
served as President and Chief Executive Officer of
Universal Premium Acceptance Corporation ("UPAC"), a
wholly-owned subsidiary of the Company. Mr. O'Neil has
also served as President, Chief Executive Officer, and
Chief Financial Officer and Treasurer of American Freight
System, Inc. ("AFS"), a wholly-owned subsidiary of the
Company, since July, 1991.
Clark D. Stewart 60 1997
President and Chief Executive Officer of Butler National
Corporation, a publicly-held company headquartered in
Olathe, Kansas, with operations primarily in the
manufacture and modification of aerospace switching
equipment and management services for Indian gaming
enterprises, since September 1989.
David D. Taggart 56 1998
Executive Vice President of the Company since April 1998.
From August 1997 to April 1998 he served as Vice
President of the Company. He has also served as Chairman
and Chief Executive Officer of Crouse since January 1997.
Mr. Taggart joined Crouse in October 1995 as Executive
Vice President. Prior to his service at Crouse, he
served as President and Chief Executive Officer of G. I.
Trucking, a regional LTL carrier based in La Mirada,
California, from 1991 to 1995.
EXECUTIVE OFFICERS OF THE COMPANY
Name Age Position
Timothy P. O'Neil 43 President, Chief Executive Officer, Secretary and
Director
David D. Taggart 55 Executive Vice President and Director
Kurt W. Huffman 42 Executive Vice President
Following is the information required regarding executive officers not
listed above.
Kurt W. Huffman has been Executive Vice President of TransFinancial since
August 1998, President and Chief Executive Officer of Presis since March 1998
and President and Chief Executive Officer of UPAC since October 1998. From
August 1997 to March 1998 he served as Executive Vice President of Presis.
Prior to joining the Company in a management capacity in June 1997, Mr. Huffman
served as Chief Information Officer of Laidlaw Transit Services, Overland Park,
Kansas, a publicly-held provider of school and municipal bus services, from May
1993 to February 1997. Prior to his service with Laidlaw, he was a senior
manager with the international accounting firm of Arthur Andersen LLP.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires directors, executive officers and beneficial owners of
more than ten percent of the Common Stock to file initial reports of ownership
and reports of changes in ownership with the Securities and Exchange Commission
(the "SEC") and the American Stock Exchange, and to provide copies to the
Company. Based solely on a review of the copies of such reports provided to the
Company and written representations from the directors and executive officers,
the Company believes that all applicable Section 16(a) filing requirements have
been met.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists exclusively of non-employee directors
appointed by resolution of the entire Board of Directors. William D. Cox has
been a non-employee Chairman of the Board of Directors since the 1997
Organization Meeting of the Board of Directors.
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
Other Securities All
Annual Restricted Underlying Other
Name and Compen- Stock Options/ LTIP Compen-
Principal sation Award(s) SARs Payouts sation
Position Year Salary Bonus ($)(3) ($) ($) (#) ($) ($)
Timothy P. O'Neil, 1999 $160,680 $ -0- -0- -0- 20,000 -0- $ 25,000 (2)
President, Chief 1998 160,680 11,500 -0- -0- 20,000 -0- 25,000 (2)
Executive Officer 1997 160,680 -0- -0- -0- 20,000 -0- 25,000 (2)
and Secretary
David D. Taggart, 1999 $143,000 $10,333 -0- -0- 10,000 -0- $ 10,000 (1)
Executive Vice President 1998 140,000 10,333 -0- -0- 10,000 -0- 10,000 (1)
of the Company and Chief 1997 123,278 23,266 -0- -0- 10,000 -0- 10,000 (1)
Executive Officer
of Crouse
Kurt W. Huffman, 1999 $125,000 $ 9,000 $7,200 -0- 10,000 -0- $ -0-
Executive Vice President 1998 110,908 9,000 -0- -0- 10,000 -0- -0-
of the Company and President
and Chief Executive Officer
of UPAC and Presis
(1) Pursuant to Mr. Taggart's employment agreement an interest free loan secured by his personal residence is being forgiven
ratably over eight years.
(2) Represents the annual insurance premiums paid by the Company with respect to a split-dollar life insurance policy for the
benefit of Timothy P. O'Neil. For a description of such arrangement see Employment Agreements.
(3) 1998 bonuses represent incentive compensation awarded on a discretionary basis based on subjective criteria.
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants Potential Realizable
Number of % of Total Value at Assumed Annual
Securities Options Exer- Rates of Stock Price
Underlying Granted to cise Expir- Appreciation for
Options Employees in Price ation Option Term
Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
Timothy P. O'Neil(1) 20,000 22% $4.25 2/23/2009 $53,456 $135,468
David D. Taggart(1) 10,000 11% 4.25 2/23/2009 26,728 67,734
Kurt W. Huffman(1) 10,000 11% 4.25 2/23/2009 26,728 67,734
(1) Grants are "Incentive Stock Options" under the Internal Revenue Code. The exercise prices equal the market value on the
date of grant. The options become exercisable ratably on February 23 of the years 2000 through 2004 and remain exercisable
through 2009.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares Value FY-End (#) FY-End ($)
Acquired on Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable (1)
Timothy P. O'Neil -- $ -- 32,820/59,180 $-0-/$20,000
David D. Taggart -- -- 13,000/27,000 -0-/10,000
Kurt W. Huffman -- -- 6,000/24,000 -0-/10,000
(1) With the exception of the 1999 option grants at an exercise price of $4.25 per share, all of the exercisable and unexercisable
options held as of the fiscal yearend were exercisable at prices above the closing market price of $5.25 per share as of December
31, 1999.
EMPLOYMENT AGREEMENTS
The Company is a party to a Supplemental Benefit and Collateral Assignment
Split-Dollar Agreement with Timothy P. O'Neil, President and Chief Executive
Officer of the Company. Under the agreement, the Company has agreed to pay the
premiums on a life insurance policy insuring the life of Mr. O'Neil with an
initial death benefit of $532,968. Mr. O'Neil has the right under the agreement
to designate the beneficiaries to whom the death benefits under the policy shall
be payable. If Mr. O'Neil's employment is terminated by the Company with cause,
Mr. O'Neil's rights under the policy shall terminate. If Mr. O'Neil terminates
his employment, Mr. O'Neil will have no further rights under the policy except
that Mr. O'Neil will receive, for each period of twelve months from the date of
hire, an amount equal to 10% of the excess, if any, of the cash surrender value
of the policy over the aggregate cost of the policy incurred by the Company in
the payment of premiums. Upon the death of Mr. O'Neil, or the earlier surrender
or cancellation of the policy by him subsequent to his retirement, disability or
termination without cause, the Company is entitled to the lesser of the cash
surrender value of the policy and the amount of premiums paid by it, and Mr.
O'Neil is entitled to the remaining amounts payable upon such event under the
policy. Mr. O'Neil has the right to retire under the agreement upon completing
ten years of employment and reaching age 50.
The Company is party to an Employment Agreement with Timothy P. O'Neil,
President and Chief Executive Officer of the Company. The Employment agreement
provides for the employment at will of Mr. O'Neil by the Company. Under the
Employment Agreement, Mr. O'Neil is entitled to (a) salary of $160,680 per year,
subject to increase by the Company from time to time, (b) annual incentive
compensation of 36% of base salary, or $57,500, based on achieving budgeted net
income levels for the Company and an additional 7% of base salary, or $11,500,
based on subjective criteria, (c) such stock options as the Company shall from
time to time grant pursuant to stock option plans, (d) certain additional fringe
and other benefits, including a Supplemental Benefit and Collateral Assignment
Split-Dollar Agreement as described above. The Employment Agreement provides
that if Mr. O'Neil's employment is terminated by the Company without good cause
(as defined in the agreement), he will be entitled to his then existing base
compensation and all related benefits for two years. The Employment Agreement
also includes a non-competition provision for two years after termination.
Under the Employment Agreement, Mr. O'Neil is entitled to certain payments upon
termination of Mr. O'Neil's employment after a change of control of the Company.
Mr. O'Neil is entitled to such payments if, within two years after such a change
of control, Mr. O'Neil's employment is terminated other than by Mr. O'Neil for
any reason other than death, permanent disability, retirement or Good Cause (as
defined in the agreement), or is terminated by Mr. O'Neil for Stated Cause (as
defined in the agreement). In such event, Mr. O'Neil is entitled to the
following: (i) 2.99 times Mr. O'Neil's average annual compensation over the
three most recent years prior to the change of control, or such lesser period as
Mr. O'Neil shall have been employed by the Company, excluding any amount which
would constitute an "excess parachute payment" under Section 280G of the Code,
(ii) immediate 100% vesting of all incentive compensation provided or to be
provided under the Employment Agreement, (iii) all benefits to which he would
have been entitled upon normal retirement under the Supplemental Benefit and
Collateral Assignment Split-Dollar Agreement described above and (iv) three
years participation in certain medical and life insurance plans of the Company.
The Company is a party to a Supplemental Benefit Agreement with David D.
Taggart, an Executive Vice President of the Company and Chairman and Chief
Executive Officer of Crouse Cartage Company ("Crouse"). The agreement provides
salary continuation benefits in the event of death before age 65, supplemental
retirement benefits and pre-retirement death benefits. Under the agreement, if
Mr. Taggart remains a full-time officer of Crouse until age 65, the Company is
required to pay him (or his beneficiary in the event of death) $21,000 per year
for 15 years after his retirement. Mr. Taggart's entitlement to such
supplemental retirement benefit vests 10% per year of service and immediately
upon disability or a change of control of the Company or Crouse. The agreement
provides for partial payments of supplemental retirement benefits upon early
retirement or retirement at age 65 prior to full vesting of the retirement
benefits. The agreement provides that if Mr. Taggart's employment with Crouse
is terminated before his 65th birthday due to death, Mr. Taggart's beneficiary
shall receive $35,000 per year for 20 years. If Mr. Taggart dies before
retirement, the Company is also required to pay to his beneficiaries the sum of
$175,000 under the agreement.
The Company and Crouse Cartage Company are parties to an Employment
Agreement with David D. Taggart, an Executive Vice President of the Company and
Chairman and Chief Executive Officer of Crouse. The Employment Agreement
provides for the employment at will of Mr. Taggart by TransFinancial. Under the
Employment Agreement, Mr. Taggart is entitled to (a) salary of $143,000 per
year, subject to increase by Crouse from time to time, (b) annual incentive
compensation of 36% of base salary, or $51,667, based on achieving budgeted net
income levels for Crouse or the Company, and an additional 7% of base salary, or
$10,333, based on subjective criteria, (c) an interest free home loan from the
Company to be forgiven in equal annual installments, (d) such stock options as
the Company shall from time to time grant pursuant to stock option plans, and
(e) certain additional fringe and other benefits, including supplemental
retirement benefits as described above. The Employment Agreement provides that
if Mr. Taggart's employment is terminated by the Company without cause (as
defined in the agreement) he will be entitled to an amount equal to his then
existing base compensation and all related benefits for two years. The
Employment Agreement also includes a non-competition provision for two years
after termination. Under a separate agreement between the parties, Mr. Taggart
is entitled to certain payments upon termination of Mr. Taggart's employment
after a change of control of the Company or Crouse. Mr. Taggart is entitled to
such payments if, within two years after such a change of control, Mr. Taggart's
employment is terminated other than by Mr. Taggart for any reason other than
death, permanent disability, retirement or Good Cause (as defined in the
agreement), or is terminated by Mr. Taggart for Stated Cause (as defined in the
agreement). In such event, Mr. Taggart is entitled to the following: (i) 2.99
times Mr. Taggart's average annual compensation over the three most recent years
prior to the change of control, or such lesser period as Mr. Taggart shall have
been employed, excluding any amount which would constitute an "excess parachute
payment" under Section 280G of the Code, (ii) immediate 100% vesting of all
incentive compensation provided or to be provided under the Employment
Agreement, (iii) all benefits to which he would have been entitled upon normal
retirement under the Supplemental Benefit Agreement described above and (iv)
three years participation in certain medical and life insurance plans of the
Company and Crouse.
The Company and Presis are parties to an Employment Agreement with Kurt W.
Huffman, Executive Vice President of the Company, President and Chief Executive
Officer of Presis and President and Chief Executive Officer of UPAC. The
Employment agreement provides for the employment at will of Mr. Huffman by the
Company. Under the Employment Agreement, Mr. Huffman is entitled to (a) salary
of $125,000 per year, subject to increase by the Company from time to time, (b)
annual incentive compensation of 36% of base salary, or $45,000, based on
achieving budgeted net income levels for the Company and an additional 7% of
base salary, or $9,000, based on subjective criteria, (c) such stock options as
the Company shall from time to time grant pursuant to stock option plans, (d)
certain additional fringe and other benefits. The Employment Agreement provides
that if Mr. Huffman's employment is terminated by the Company without good cause
(as defined in the agreement), he will be entitled to his then existing base
compensation and all related benefits for one year. The Employment Agreement
also includes a non-compensation provision for one year after termination.
Under the Employment Agreement, Mr. Huffman is entitled to certain payments upon
termination of Mr. Huffman's employment after a change of control of the
Company. Mr. Huffman is entitled to such payments if, within one year after
such a change of control, Mr. Huffman's employment is terminated other than by
Mr. Huffman for any reason other than death, permanent disability, retirement or
Good Cause (as defined in the agreement), or is terminated by Mr. Huffman for
Stated Cause (as defined in the agreement). In such event, Mr. Huffman is
entitled to the following: (i) 2.99 times Mr. Huffman's average annual
compensation over the three most recent years prior to the change of control, or
such lesser period as Mr. Huffman shall have been employed by the Company,
excluding any amount which would constitute an "excess parachute payment" under
Section 280G of the Code, (ii) immediate 100% vesting of all incentive
compensation provided or to be provided under the Employment Agreement, and
(iii) three years participation in certain medical and life insurance plans of
the Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of June 2, 2000, unless
otherwise indicated, with respect to the beneficial ownership of the Company's
Common Stock by (a) persons known to the Company to be beneficial owners of 5%
or more of the outstanding Common Stock, (b) executive officers listed in the
Summary Compensation Table, (c) directors and nominees for director and (d) all
directors and executive officers of the Company as a group.
Name of Beneficial Owners Amount and
(and address of beneficial owners Nature of
other than executive officers, Beneficial Percent
directors and nominees) Ownership(1) of
Class
Franklin Advisory Services
Charles B. Johnson
Rupert H. Johnson, Jr.
Franklin Resources, Inc.
777 Mariners Island Boulevard
San Mateo, CA 94404.................................265,000 (2) 8.08%
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401..............................296,800 (3) 9.05%
Roy R. Laborde.......................................172,365 (7) 5.24%
care of TransFinancial Holdings, Inc.
8245 Nieman Road, Suite 100
Lenexa, KS 66214
Timothy P. O'Neil....................................205,360 (8) 6.17%
8245 Nieman Road, Suite 100
Lenexa, KS 66214
William D. Cox....................................... 84,000 (4) 2.55%
J. Richard Devlin.................................... 6,000 (5) .18%
Harold C. Hill, Jr................................... 11,500 (6) .35%
Clark D. Stewart..................................... 4,000 (9) .12%
David D. Taggart..................................... 20,000 (10) .61%
Kurt W. Huffman...................................... 23,000 (11) .70%
Directors and executive officers as a
group (8 persons, including the above)............526,225 (12) 15.46%
(1) Unless otherwise indicated, each person has sole voting and investment
power with respect to the shares listed.
(2) The shares shown in the table are beneficially owned by one or more open
or closed-end investment companies or other managed accounts which are
advised by Franklin Advisory Services, Inc. ("Franklin"), a subsidiary of
Franklin Resources, Inc. ("FRI"). Franklin has all investment and/or voting
power over the shares owned by such advisory clients and may be deemed the
beneficial owner of the shares shown in the table. Charles B. Johnson and
Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in excess of
10% of the outstanding common stock of FRI and are the principal shareholders
of FRI. FRI, the Principal Shareholders and Franklin disclaim any economic
interest or beneficial ownership in any of the shares. The information
contained in this footnote was obtained from the Amendment No. 3 to Schedule
13G filed by these persons on February 2, 2000.
(3) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 296,800 shares, all of
which shares are held in portfolios of four registered open-end investment
companies, or in series of investment vehicles, all of which Dimensional
serves as investment manager. Dimensional disclaims beneficial ownership of
all such shares. The information as to the beneficial ownership of
Dimensional was obtained from the Schedule 13G filed by that company on
February 11, 2000.
(4) Includes 15,000 shares subject to exercisable outstanding stock options.
(5) Includes 5,000 shares subject to exercisable outstanding stock options.
(6) Includes 4,500 shares in the Francile Hill Revocable Trust. Both Mr.
Hill and Francile Hill are trustees and each has shared voting and investment
power. Also includes 7,000 shares subject to exercisable outstanding stock
options.
(7) Includes 13,150 shares subject to exercisable outstanding stock options
and 1,415 shares owned by and registered in the name of his wife, over which
they share voting power but Mrs. Laborde retains sole investment power.
(8) Includes 52,000 shares subject to exercisable outstanding stock options.
Does not include 9,000 shares held in various irrevocable trusts for the
benefit of Mr. O'Neil's children and over which he has no voting or
investment power.
(9) Includes 3,000 shares subject to exercisable outstanding stock options.
(10)Represents 20,000 shares subject to exercisable outstanding stock
options.
(11)Includes 10,000 shares subject to exercisable outstanding stock options.
(12)Includes a total of 125,150 shares subject to exercisable outstanding
stock options.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company did not engage in any individual transactions or series of
transactions with members of management or nominees for director during 1999 in
which the amount involved exceeded $60,000.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)1. Financial Statements
Included in Item 8, Part II of this Report -
Consolidated Balance Sheets at December 31, 1999 and 1998
Consolidated Statements of Income for the years ended December 31, 1999,
1998 and 1997
Consolidated Statements of Cash Flows for the years ended December 31,
1999, 1998 and 1997
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements
Supplemental Financial Information (Unaudited) - Summary of
Quarterly Financial Information for 1999 and 1998
(a)2. Financial Statement Schedules
Included in Item 14, Part IV of this Report -
Financial Statement Schedules for the three years ended December 31,
1999:
Schedule II - Valuation and Qualifying Accounts
Other financial statement schedules are omitted either because of the
absence of the conditions under which they are required or because the
required information is contained in the consolidated financial
statements or notes thereto.
(a)3. Exhibits
The following exhibits have been filed as part of this report in
response to Item 14(c) of Form 10-K. The management contracts or
compensatory plans or arrangements required to be filed at exhibits to
this form pursuant Item 14(c) are contained in Exhibits 10(a), 10(b),
10(d), 10(s), 10(t), 10(u), 10(v), 10(w) and 10(x).
Exhibit No. Exhibit Description
3(a) 1998 Restated Certificate of Incorporation of the
Registrant. Filed as Exhibit 3(a) to Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998.
3(b) Restated By-Laws of the Registrant. Filed as Exhibit 3(b)
to Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998.
4(a) Specimen Certificate of the Common Stock, $.01 par value,
of the Registrant. Filed as Exhibit 4.3 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June
30, 1998.
4(b) Certificate of Designations of Series A Preferred Stock,
dated July 15, 1998. Filed as Exhibit 4.1 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June
30, 1998.
4(c) First Amended and Restated Rights Agreement, between
TransFinancial Holdings, Inc. and UMB Bank, N.A., dated
March 4, 1999. Filed as Exhibit 1 to Registrant's Current
Report on Form 8-K dated March 5, 1999.
10(a) Form of Indemnification Agreement with Directors and
Executive Officers. Filed as Exhibit 10(k) to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1986.
10(b) Registrant's 1992 Incentive Stock Plan. Filed as Exhibit
10(j) to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992.
10(c) Stock Purchase Agreement by and between Universal Premium
Acceptance Corporation and Oxford Bank and Trust Company,
dated April 29, 1998. Filed as Exhibit 2(a) to Registrant's
Current Report on Form 8-K, dated May 29, 1998.
10(d) Registrant's 1998 Long-Term Incentive Plan. Filed as
Exhibit 10(d) to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1998.
10(e) Receivables Purchase Agreement by and among APR Funding
Corporation, Universal Premium Acceptance Corporation,
Anuhco, Inc., EagleFunding Capital Corporation, The First
National Bank of Boston, dated December 31, 1996. Filed as
Exhibit 10(j) to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1996.
10(f) Amendment No. 4 to Receivables Purchase Agreement by and
among APR Funding Corporation, Universal Premium Acceptance
Corporation, TransFinancial Holdings, Inc., EagleFunding
Capital Corporation and BankBoston, N.A., dated May 29,
1998. Filed as Exhibit 10(a) to Registrant's Current
Report on Form 8-K, dated May 29, 1998.
10(g) Amendment No. 5 to Receivables Purchase Agreement by and
among APR Funding Corporation, Universal Premium Acceptance
Corporation, TransFinancial Holdings, Inc., EagleFunding
Capital Corporation and BankBoston, N.A., dated August 25,
1998. Filed as Exhibit 10.1 to Registrant's Quarterly
Report on Form 10-Q for the quarter filed September 30,
1998.
10(h) Amendment No. 6 to Receivables Purchase Agreement by and
among APR Funding Corporation, Universal Premium Acceptance
Corporation, TransFinancial Holdings, Inc., EagleFunding
Capital Corporation and BankBoston, N.A., dated September
11, 1998. Filed as Exhibit 10.2 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1998.
10(i) Amendment No. 7 to Receivables Purchase Agreement by and
among APR Funding Corporation, Universal Premium Acceptance
Corporation, TransFinancial Holdings, Inc., EagleFunding
Capital Corporation and BankBoston, N.A., dated July 14,
1999. Filed as Exhibit 10.1 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1999.
10(j) Amendment No. 8 to Receivables Purchase Agreement by and
among APR Funding Corporation, Universal Premium Acceptance
Corporation, TransFinancial Holdings, Inc., EagleFunding
Capital Corporation and BankBoston, N.A., dated October 8,
1999. Filed as Exhibit 10.1 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1999.
10(k)*Amendment No. 9 to Receivables Purchase Agreement by and
among APR Funding Corporation, Universal Premium Acceptance
Corporation, TransFinancial Holdings, Inc., EagleFunding
Capital Corporation and BankBoston, N.A., dated December
29, 1999.
10(l)*Amendment No. 10 to Receivables Purchase Agreement by and
among APR Funding Corporation, Universal Premium Acceptance
Corporation, TransFinancial Holdings, Inc., EagleFunding
Capital Corporation and BankBoston, N.A., dated February
23, 2000.
10(m)*Amendment No. 11 to Receivables Purchase Agreement by and
among APR Funding Corporation, Universal Premium Acceptance
Corporation, TransFinancial Holdings, Inc., EagleFunding
Capital Corporation and BankBoston, N.A., dated April 27,
2000.
10(n)*Amendment No. 12 to Receivables Purchase Agreement by and
among APR Funding Corporation, Universal Premium Acceptance
Corporation, TransFinancial Holdings, Inc Autobahn Funding
Company LLC, DG Bank Deutsche Genossenschaftsbank AG, dated
May 25, 2000.
10(o)*Receivables Purchase Agreement by and among APR Funding
Corporation, Universal Premium Acceptance Corporation,
Autobahn Funding Company LLC, DG Bank Deutsche
Genossenschaftsbank AG, dated December 31, 1996 as amended
by Amendment Nos. 1 - 12 thereto.
10(p) Secured Loan Agreement by and between Bankers Trust Company
of Des Moines, Iowa and Crouse Cartage Company, dated
January 5, 1998. Filed as Exhibit 10(k) to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1997.
10(q) Stock Purchase Agreement, dated August 14, 1998, by and
between TransFinancial Holdings, Inc. and certain members
of the Crouse family. Filed as Exhibit 10.1 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998.
10(r) Secured Loan Agreement by and between Bankers Trust of Des
Moines, Iowa, TransFinancial Holdings, Inc., and Crouse
Cartage Company, dated March 25, 1999. Filed as Exhibit
10.1 to Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999.
10(s)Supplemental Benefit and Collateral Assignment Split-Dollar
Agreement dated January 18, 1997 by and between the Company
and Timothy P. O'Neil. Filed as Exhibit 10.2 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999.
10(t)Employment Agreement dated July 2, 1998 by and between the
Company and Timothy P. O'Neil. Filed as Exhibit 10.3 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999.
10(u)Supplemental Benefit Agreement dated September 30, 1995 by
and between the Company and David D. Taggart. Filed as
Exhibit 10.4 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1999.
10(v)Employment Agreement dated April 27, 1998 by and among the
Company, Crouse Cartage Company and David D. Taggart. Filed
as Exhibit 10.5 to Registrant's Quarterly Report on Form 10-
Q for the quarter ended September 30, 1999.
10(w)Agreement dated September 30, 1995 by and between the
Company and David D. Taggart. Filed as Exhibit 10.6 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999.
10(x)Amended and Restated Employment Agreement dated October 16,
1998 by and among the Company, Universal Premium Acceptance
Corporation, Presis, L.L.C. and Kurt W. Huffman. Filed as
Exhibit 10.7 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1999.
21* List of all subsidiaries of TransFinancial Holdings, Inc.
the state of incorporation of each such subsidiary, and the
names under which such subsidiaries do business.
23* Consent of Independent Accountants.
27* Financial Data Schedule.
*Filed herewith.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended December 31, 1999.
TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Additions
Balance at Charged Charged Balance
Beginning to to Other Deduc- at End
Description of Year Expense Accounts tions(1) of Year
(In Thousands)
Allowance for credit losses
accounts (deducted from
freight accounts receivable)
Year Ended December 31 -
1999............................... $ 387 $ (104) $ -- $ (80) $ 203
1998............................... 464 393 -- (470) 387
1997............................... 419 120 -- (75) 464
Allowance for credit losses (deducted from
finance accounts receivable)
Year Ended December 31 -
1999............................... $ 566 $ 1,193 $ -- $ (889) $ 870
1998............................... 499 827 343(2) (1,103) 566
1997............................... 769 950 -- (1,220) 499
(1)Deduction for purposes for which reserve was created.
(2)Allowance established as of May 29, 1998, the date of acquisition of Oxford Premium Finance, Inc.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: June 22, 2000 By /s/Timothy P. O'Neil
Timothy P. O'Neil,
President, Chief Executive
Officer and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/Timothy P. O'Neil President, Chief Executive Officer and
Timothy P. O'Neil Secretary (Principal Financial Officer)
/s/William D. Cox /s/Timothy P. O'Neil
William D. Cox, Chairman Timothy P. O'Neil, Director
of the Board of Directors
/s/J. Richard Devlin /s/ Clark D. Stewart
J. Richard Devlin, Director Clark D. Stewart, Director
/s/ Harold C. Hill /s/David D. Taggart
Harold C. Hill, Jr., Director David D. Taggart, Director
/s/Roy R. Laborde
Roy R. Laborde, Vice Chairman of
the Board of Directors
June 22, 2000
Date of all signatures
TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No. Exhibit Description
10(k) Amendment No. 9 to Receivables Purchase Agreement by and among APR Funding
Corporation, Universal Premium Acceptance Corporation, TransFinancial Holdings,
Inc., EagleFunding Capital Corporation and BankBoston, N.A., dated December 29,
1999.
10(l) Amendment No. 10 to Receivables Purchase Agreement by and among APR
Funding Corporation, Universal Premium Acceptance Corporation, TransFinancial
Holdings, Inc., EagleFunding Capital Corporation and BankBoston, N.A., dated
February 23, 2000.
10(m) Amendment No. 11 to Receivables Purchase Agreement by and among APR
Funding Corporation, Universal Premium Acceptance Corporation, TransFinancial
Holdings, Inc., EagleFunding Capital Corporation and BankBoston, N.A., dated
April 27, 2000.
10(n) Amendment No. 12 to Receivables Purchase Agreement by and among APR
Funding Corporation, Universal Premium Acceptance Corporation, TransFinancial
Holdings, Inc Autobahn Funding Company LLC, DG Bank Deutsche
Genossenschaftsbank AG, dated May 25, 2000.
10(o) Receivables Purchase Agreement by and among APR Funding Corporation,
Universal Premium Acceptance Corporation, Autobahn Funding Company LLC, DG Bank
Deutsche Genossenschaftsbank AG, dated December 31, 1996 as amended by
Amendment Nos. 1 - 12 thereto.
21 List of all Subsidiaries of TransFinancial Holdings, Inc.
23 Consent of Independent Accountants.
27 Financial Data Schedule.