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FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Year Ended December 31, 1998
Commission File Number - 0-12321
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 x No .
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. [ ]
The aggregate market value of the Common Stock held by non-affiliates of
TransFinancial Holdings, Inc. as of March 12, 1999, was $13,862,000 based on the
last sale price on the American Stock Exchange on that date.
The number of outstanding shares of the registrant's common stock as of March
12, 1999 was 3,932,372 shares.
DOCUMENTS INCORPORATED BY REFERENCE: The information set forth under Part III,
Items 10, 11, 12 and 13 of this Report are incorporated by reference from the
registrant's definitive proxy statement for the 1999 annual meeting of
shareholders.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Annual Report on Form 10-K which are
not statements of historical fact 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, through, its subsidiary Crouse Cartage Company ("Crouse");
financial services, primarily through its insurance premium finance subsidiary,
Universal Premium Acceptance Corporation ("UPAC"); and industrial technology,
through its subsidiary, Presis, L.L.C. ("Presis"). TransFinancial acquired
Crouse on September 1, 1991. UPAC was acquired on March 29, 1996 and merged
operations with Agency Premium Resource, Inc. ("APR") which was acquired May 31,
1995. TransFinancial acquired its interest in Presis effective July 31, 1997.
Financial information about the Company's operating industry segments is
presented in Note 1 of Notes to Consolidated Financial Statements.
TRANSPORTATION
Crouse, headquartered in Carroll Iowa, is a regional motor common carrier
of general commodities in less-than-truckload ("LTL") quantities in 15 states in
the north central and midwest portion of the United States. In 1998, Crouse
entered into a strategic partnership arrangement with a southeastern regional
LTL carrier that enables Crouse to offer its customers service in 7 southeastern
states. Crouse also offers motor common carrier service for truckload
quantities of general and perishable commodities throughout the 48 contiguous
United States. LTL shipments are defined as shipments weighing less than 10,000
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 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 68 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 concentrated and efficient operations
typically allow it to provide next day service (delivery on the day after
pickup) for much of the LTL freight it handles.
The following table sets forth certain financial and operating data with
respect to Crouse:
1998(4) 1997 1996 1995(3) 1994(3)
Revenue (000's).................................. $ 144,592 $ 126,062 $ 107,502 $ 95,152 $ 95,772
Operating Income (000's)......................... 2,865 3,136 2,915 3,970 6,017
Operating Ratio (1).............................. 98.0% 97.5% 97.3% 95.8% 93.7%
Number of shipments (000's) -
Less-than-truckload ........................... 1,150 1,076 952 742 744
Truckload ............................... 39 31 27 32 33
Revenue per hundredweight -
Less-than-truckload ........................... $ 9.32 $ 9.25 $ 8.84 $ 9.25 $ 9.38
Truckload ............................... 2.36 2.09 2.04 2.30 2.19
Tonnage (000's) -
Less-than-truckload ........................... 638 570 503 402 398
Truckload ............................... 545 495 461 451 479
Intercity miles operated (000's)................. 60,848 51,952 44,523 39,424 36,720
At year-end, number of -
Terminals (2) ............................... 68 66 55 54 53
Tractors and trucks ........................... 684 631 585 527 504
Trailers ...................................... 1,501 1,417 1,194 1,004 948
Employees ............................... 1,338 1,287 1,113 945 965
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 1996 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 1994 through 1995 information.
(4) 1998 operating income excludes certain charges totaling $1,544,000 relating to events surrounding the hostile takeover of
Crouse's parent.
SEASONALITY
Crouse'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. Historically, Crouse has achieved its best operating results
in the second and third quarters when adverse weather conditions do not affect
its operations and seasonal peaks occur in the freight shipped via public
transportation.
INSURANCE AND SAFETY
Crouse 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, Crouse
maintains excess liability coverage for risks over and above the self-insured
retention limits. In the opinion of management, all claims pending against
Crouse are adequately reserved under Crouse's self-insurance program, or are
fully covered by outside insurance.*
Because most risks are largely self-insured, Crouse's insurance costs are
primarily a function of the success of its safety programs and less subject to
increases in insurance premiums. Crouse conducts a comprehensive safety program
to meet its specific needs.
COMPETITION
The motor carrier industry is highly competitive and fragmented. Crouse
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. Crouse 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, Crouse 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 Crouse 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.
Crouse is subject to state public utility commissions and similar state
regulatory agencies with respect to safety and financial responsibility in its
intrastate operations. Crouse is also subject to safety regulations of the
states in
which it operates, as well as regulations governing the weight and dimensions of
equipment.
Crouse'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, 1998, Crouse employed 1,338 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 80% of Crouse 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. Crouse and the Teamsters Union are parties to the
National Master Freight Agreement ("NMFA") which expires on March 31, 2003.
Crouse 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. The new contracts generally provide
for all of the terms of the NMFA with a separate addendum for wages. Crouse
will continue to maintain its past work rules, practices and flexibility within
its operating structure. Crouse continues to negotiate with the union local
representing the remaining employees. There can be, however, no assurance that
Crouse's remaining union employees will ratify a new contract acceptable to both
the Company and the union, or that work stoppages will not occur. If a work
stoppage should occur, Crouse's customer base would be put at risk inasmuch as
its competition would have a continuing operating advantage. Any of these
actions could have a material adverse effect on the Company's business,
financial condition, liquidity or results of operations.*
As an employer signatory to the NMFA, Crouse 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 Crouse from the multiemployer plans). Although Crouse has no
current information regarding its potential liability under ERISA in such an
event, management believes that such liability would be material.*
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
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 agent 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 3,200 insurance agencies or
brokers, the largest of which referred approximately 3% of the total premiums
financed by UPAC in 1998. 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:
1998 1997 1996 1995
Premiums financed (000's) $ 160,773 $ 122,981 $ 120,355 $37,852
Number of premium finance contracts 49,789 48,818 46,968 7,214
Average amount of contracts $ 3,229 $ 2,519 $ 2,562 $ 5,247
UPAC had 55 employees at December 31, 1998.
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 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 agents 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 two-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 companies that, on a combined basis, finance in excess of 80% of
the total market. The second tier, which includes UPAC, is highly fragmented
and is composed of numerous smaller local, regional and national premium finance
companies, which finance the remainder of the total market.
Competition to provide premium financing to insureds is based primarily on
interest rates, level of service to the agents and insureds, and flexibility of
terms for down payment and number of payments. Management believes that its
commitment to technology and account service distinguishes it from its first
tier competitors and that its cost of funds allows it to compete favorably with
second tier competitors.*
INDUSTRIAL TECHNOLOGY
In July 1997, the Company acquired a controlling interest in 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. 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.*
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 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,
1998. The closure of the bankruptcy estate is anticipated to occur in 1999.*
ITEM 2. PROPERTIES.
TransFinancial's, UPAC's and Presis' corporate offices are located in
approximately 16,000 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, Crouse operates a fleet of tractors and
trailers and maintains a network of terminals to support the intercity movement
of freight. Crouse owns most of its fleet. In 1998 Crouse entered into a long-
term operating lease for certain tractors and trailers. Crouse 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, 1998, Crouse owned 484 tractors and leased 200 tractors
under a long-term operating lease. During 1998, Crouse leased 284 tractors and
34 flatbed trailers from owner-operators. On December 31, 1998, it also owned
319 temperature controlled trailers, 1,053 volume vans (including 470 53-foot
van trailers), and 29 flatbed trailers. Crouse also leased 100 53-foot van
trailers under a long-term operating lease.
The table below sets forth the number of Crouse operating locations at
year-end for the last five years:
1998 1997 1996 1995 1994
Owned terminals......... 28 28 27 26 26
Leased terminals........ 16 14 8 8 8
Agency terminals........ 24 24 20 20 19
Total............. 68 66 55 54 53
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.*
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 1998.
Included herein, pursuant to General Instruction G, is the information
regarding executive officers of the Company required by Item 401 of Regulation
S-K, as of March 12, 1999.
EXECUTIVE OFFICERS OF THE COMPANY
Name Age Position
Timothy P. O'Neil 42 President, Chief Executive Officer, and Director
David D. Taggart 54 Executive Vice President and Director
Kurt W. Huffman 40 Executive Vice President
Mark A. Foltz 40 Vice President, Finance and Corporate Secretary
Timothy P. O'Neil, a member of the Company's Board since August 1995, has
been President and Chief Executive Officer since May 1995. 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 through October 1998, he also served as President and
Chief Executive Officer of UPAC. Mr. O'Neil has been President, Chief Executive
Officer, Chief Financial Officer and Treasurer of AFS since July 1991.
David D. Taggart, a member of the Board since July 1998, has been
Executive Vice President of TransFinancial since April 1998. From August 1997
to April 1998 he served as Vice President of TransFinancial. 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 LaMirada, California, from 1991 to
1995.
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 1998. Prior to his service with Laidlaw, he was a senior
manager with the international accounting firm of Arthur Andersen LLP.
Mark A. Foltz has been Vice President, Finance since June 1997 and
Treasurer and Corporate Secretary of TransFinancial since May 1996. He was
employed with TransFinancial as Director of Finance in July 1995 and also served
as Assistant Treasurer and Assistant Secretary from August 1995 to May 1996.
Mr. Foltz served in various financial positions, most recently as Assistant Vice
President - Finance, with Mark VII, Inc., a publicly-held transportation
company, headquartered in Memphis, Tennessee, from October 1987 to June 1995.
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. Prior to July 2, 1997, the Common Stock traded under the
symbol ANU. The following table shows the sales price information for each
quarterly period of 1998 and 1997.
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
1997 High Low
Fourth Quarter....................... $10 1/4 $8 5/8
Third Quarter........................ 10 1/8 8 7/8
Second Quarter....................... 9 1/16 7 1/2
First Quarter........................ 8 7 3/8
(B) HOLDERS.
Number of
Holders of Record
Title of Class at December 31, 1998
Common Stock, par value $0.01 per share 1,158
(C) DIVIDENDS.
No cash dividends were paid during 1998 or 1997 on TransFinancial's Common
Stock. TransFinancial currently intends to retain earnings to finance expansion
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 conditions 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.
1998 1997 1996 1995 1994
(In Thousands, Except Per Share Data)
Operating Revenue........................... $ 151,701 $ 133,223 $113,693 $ 96,847 $ 95,772
Income (Loss) from Continuing
Operations............................. $ (2,027) $ 1,100 $ 852 $ 2,810 $ 5,495
Income from Discontinued
Operations............................. $ -- $ -- $ -- $ 3,576 $ 54,845
Net Income (Loss)........................... $ (2,027) $ 1,100 $ 852 $ 6,386 $ 60,340
Basic Earnings (Loss) per Share -
Continuing Operations.................. $ (0.39) $ 0.18 $ 0.13 $ 0.38 $ 0.73
Discontinued Operations................ -- -- -- 0.48 7.27
Total.................................. $ (0.39) $ 0.18 $ 0.13 $ 0.86 $ 8.00
Diluted Earnings (Loss) per Share -
Continuing Operations.................. $ (0.39) $ 0.18 $ 0.12 $ 0.37 $ 0.72
Discontinued Operations................ -- -- -- 0.48 7.21
Total.................................. $ (0.39) $ 0.18 $ 0.12 $ 0.85 $ 7.93
Total Assets................................ $ 77,763 $ 89,755 $ 86,812 $ 88,426 $ 85,399
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,
through its subsidiary, Crouse; insurance premium finance, through its
subsidiary, UPAC; and industrial technology, through its subsidiary, Presis.
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 takeover attempt, together with
other events, led TransFinancial to record after-tax charges totaling $2.9
million. These charges included costs related to management and personnel
changes, asset and liability valuation adjustments and transaction costs and
other expenses related to the takeover attempt. See Notes 1 and 5 of Notes to
Consolidated Financial Statements.
Transportation
OPERATING REVENUE - The changes in transportation operating revenue are
summarized in the following table (in thousands):
1998 1997
vs. vs.
1997 1996
Increase (decrease) from:
Increases in LTL tonnage.................. $ 12,615 $11,792
Increase in LTL revenue
per hundredweight....................... 892 4,934
Increases in truckload revenues........... 5,023 1,834
Net increase............................ $ 18,530 $18,560
Less-than-truckload ("LTL") operating revenues rose 12.8% and 18.8% in
1998 and 1997, in comparison to the preceding years. LTL tonnage rose 12.0% and
13.3% in 1998 and 1997, as compared to 1997 and 1996. The substantial increases
in LTL tonnage in 1998 and 1997 were due to increased freight volumes with
existing and new customers resulting primarily from expansion of the Company's
markets. Additionally, 1997 LTL revenues, tons and shipments temporarily
increased during the Teamsters' strike against UPS, as Crouse met customers'
needs for small parcel shipments. Crouse'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. Crouse's LTL revenue yield improved
approximately 4.8% in 1997 compared to 1996. This improvement in revenue yield
was the result of Crouse's ability to sustain a significant portion of a general
rate increase placed in effect on January 1, 1997, negotiated rate increases on
certain shipping contracts and fuel surcharges. Revenue per hundredweight in
1997 also benefited temporarily from a decrease in average weight per shipment,
which was, in part due to the additional volume of small parcel shipments
handled. Smaller shipments typically yield more revenue per hundredweight.
Crouse's average revenue per hundredweight in 1997 also was positively impacted
when the Company stopped hauling freight for certain customers who would not
agree to increases in rates to levels providing adequate compensation for
services provided and costs incurred.
Truckload operating revenue rose 24.3% and 9.7% in 1998 and 1997,
primarily as a result of 26.3% and 13.9% increases in numbers of shipments.
Truckload revenues and tons benefited principally from strong volumes in the
Company's refrigerated division as the volume of meat hauled continued to be
strong. Revenue per shipment declined 2.0% and 4.2% in 1998 and 1997 compared
to 1997 and 1996 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
1998(1) 1997 1996
Salaries, wages & employee benefits..... 56.8% 56.8% 55.9%
Operating supplies and expenses......... 12.5 12.5 13.2
Operating taxes and licenses............ 2.6 2.6 2.7
Insurance and claims.................... 1.8 2.3 1.9
Depreciation and amortization........... 2.3 3.1 2.7
Purchased transportation and rents...... 22.0 20.2 20.9
Total operating expenses............. 98.0% 97.5% 97.3%
(1) Additionally, in connection with the failed takeover attempt by certain
shareholders, an in-depth evaluation was performed on each of the Company's
business enterprises utilizing both internal and external resources. As a
result of this process the Company effected certain changes in its management
team and corporate structure, and recorded valuation adjustments to certain
assets and liabilities. The following charges relative to the Company's
transportation business are not reflected in the percentages above: $494,000 in
Salaries, Wages and Employee Benefits; $450,000 in Operating Supplies and
Expenses; and $600,000 in Insurance and Claims.
Crouse's operating expenses as a percentage of operating revenue, or
operating ratio, excluding the charges discussed above, were 98.0% for 1998
compared to 97.5% for 1997. The increase in operating ratio was primarily the
result of operating costs associated with the Company's substantial investments
in market expansion; the replacement and modernization of its fleet, and the
development of management information systems. The operating costs of these
investments will continue to impact Crouse's operating ratio into 1999. 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. With the favorable resolution of these issues and
renewed focus on operating performance, the Company believes the unfavorable
trend in operating ratios can be reversed in 1999.* Crouse's operating expenses
were positively impacted by approximately $756,000 in 1998 as a result of a
change in accounting estimate of the remaining useful lives of certain revenue
equipment.
Crouse's operating ratio for 1997 rose slightly to 97.5% compared to 97.3%
for 1996. The fixed costs related to Crouse's investment in expanding its market
throughout Ohio, Michigan and Kentucky exceeded revenues generated in these new
markets. Insurance and claims expenses were increased as Crouse incurred
unusually high claims costs due to an increase in the number and severity of
accidents and cargo damage occurring in 1997. Salaries and wages were adversely
impacted as Crouse operating and administrative personnel devoted significant
man-hours, primarily on an overtime basis, in training and making the transition
to Crouse's new computer system, which was in service January 1, 1998. Crouse
also incurred incrementally greater variable costs due to the different freight
handling characteristics of the small parcel shipments moved during the strike
against UPS as compared to the freight Crouse typically handles.
Financial Services
As a result of the in-depth evaluation of the Company's business
enterprises, changes in its management team and adjustments to certain assets
and liabilities discussed previously, UPAC recorded charges relative to its
financial services business in 1998. These charges include $392,000 relative to
management and personnel costs and $683,000 of charges related to adjustments in
asset values, including $333,000 of additional depreciation related to the
change in estimated useful life for purchased software (See Note 1 of Notes to
Consolidated Financial Statements).
In 1998, UPAC reported operating income, excluding the charges discussed
above, of $422,000 on net financial services revenue of $7.0 million and total
insurance premiums financed of $160.8 million. A slight decrease in net
financial services revenue in 1998 was primarily due to an increase in the
percentage of finance receivables sold and a decrease in gains realized on sale
of receivables pursuant to the securitization agreement resulting from a lower
average yield on contracts originated in 1998. Operating income, excluding the
charges discussed above, was slightly higher due to reduced operating expenses
in 1998, principally provisions for credit losses. The increase in total
insurance premiums financed in 1998 was the result of the acquisition of Oxford
Premium Finance, Inc. on May 29, 1998 and increased volumes financed with
existing and new agents.
In 1997, UPAC generated operating income of $396,000 on net financial
services revenue of $7.1 million from total insurance premiums financed of
$123.0 million. In 1996, UPAC financed $120.4 million of insurance premiums and
generated net financial services revenue of $6.1 million and an operating loss
of $685,000. The increase in premiums financed and net financial services
revenue was primarily the result of the acquisition of UPAC effective March 29,
1996. The improvement in operating income in 1997 from the operating loss
incurred in 1996 was primarily the result of the integration of the operations
of UPAC in Lenexa, Kansas that eliminated substantial duplicate administrative
costs incurred in 1996. Also positively impacting operating income in 1997 was
the improved cost of funds under the Company's new receivable securitization
agreement effective December 31, 1996, and an increase in gain recognized on
receivables sold under the new securitization agreement. Operating income in
1997 was adversely impacted by unusually high levels of credit losses during the
year, primarily as a result of apparently falsified financings by insurance
agents.
Industrial Technology
As a result of the in-depth evaluation of the Company's business
enterprises, changes in its management team and adjustments to certain assets
and liabilities discussed previously, Presis, the Company's start-up industrial
technology business, recorded charges related to its industrial technology
investment in 1998. These charges include $244,000 related to 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).
In 1998, Presis incurred operating expenses, excluding the charges
discussed above, of $700,000, primarily in salaries, wages and employee benefits
as compared to operating expenses of $295,000 during the partial year of 1997.
In its initial phase Presis has focused on continued research and testing of its
technology. The Company expects this operation to incur operating losses in
1999 at or below its current expenditure levels of $100,000 per quarter as it
continues to pursue the research, testing and commercialization of its
technology.*
Other
In connection with the failed takeover attempt, the Company incurred
$500,000 in transaction costs and expenses that are included in general
corporate expenses in 1998. Additionally, general corporate charges of $700,000
were recorded 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 Crouse market expansion
and new computer system, the UPAC acquisition and stock repurchases, interest
earnings on invested funds were substantially lower in 1998 and 1997 than in the
preceding years. Interest income is expected to continue to decline as the
Company invests its cash and short-term investments in its operations.*
Interest expense increased in 1998 due to borrowings on long-term debt incurred
to repurchase stock (See Note 4 of Notes to Consolidated Financial Statements).
TransFinancial's effective income tax provision (benefit) rates for 1998,
1997 and 1996 were (29%), 58% and 51%. The effective income tax rate for 1998
was a lower percentage 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. The increase in the effective rate in 1997 was the result of
the greater significance of non-deductible amortization of intangibles relative
to reduced pre-tax income. 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.
Outlook
The following statements are forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended, and as such
involve risks and uncertainties which are detailed below under the caption
"Forward-Looking Statements".
The Company utilizes a three-year strategic planning process with the goal
of maximizing shareholder value through profitable growth of its business
segments. In the transportation segment the plan calls for the Company to
continue to provide and improve upon its already superior service to its
customers in its primary operating territory, while increasing the density of
its operations in the eastern portion of its service area. The Company also
intends to continue to focus on improving the efficiency and effectiveness of
its operations.
The Financial services segment will focus on targeting its marketing
efforts to improve its contribution to the Company's return on equity.
Additionally, the Company intends to focus on utilizing technology to improve
its operating efficiency.
The industrial technology operation will focus on continued research,
testing and commercialization of its technology. The Company expects this
operation to incur operating losses in 1999 at or below its current expenditure
levels of $100,000 per quarter.
Forward-Looking Statements
Certain statements contained in this Annual Report on Form 10-K which are
not statements of historical fact 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, 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 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 resulting from the negotiation of new contracts to replace
current contracts, covering certain terminal employees which expired March 31,
1998; 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 materially 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 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 future economic
performance of the Company (which is dependent in part upon the factors
described above); 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 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 agents 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
The Company's financial condition remained strong at December 31, 1998
with approximately $3.3 million in cash and investments. The Company's current
ratio was 2.3 to 1.0 and its ratio of total liabilities to tangible net worth
was 0.7 to 1.0. In addition to utilizing cash and investment reserves, a
substantial amount of the Company's cash is generated by operating activities.
Cash generated from operating activities decreased in 1997 from 1996, due
primarily to a temporary increase in freight accounts receivable resulting from
a lag in billing and collections during Crouse's transition to its new computer
system. Substantially all of these delinquent receivables were collected in
1998 resulting in the improvement in cash generated from operating activities in
that period.
Investing Activities - The continuing winddown of its discontinued
operation, AFS, has been a source of cash to the Company's operation as AFS has
distributed $6.3 million and $8.5 million in cash dividends in 1998 and 1996.
AFS had minimal remaining undistributed net assets as of December 31, 1998. The
principal use of cash has been the acquisitions of Oxford for approximately $4.2
million in 1998 and UPAC for approximately $12.0 million in 1996. In addition,
Crouse expended $13.1 million, $9.6 million and $4.0 million in 1998, 1997 and
1996, to replace and expand its fleet of tractors and trailers and to acquire
new 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, as well as, from the date of the acquisition of UPAC
through December 30, 1996, secured borrowings against UPAC's receivables. The
current securitization agreement that matures December 31, 2001 currently
provides for the sale of a maximum of $85 million of eligible receivables. As
of December 31, 1998, $61.6 million of such receivables had been securitized
(See Note 4 of Notes to Consolidated Financial Statements).
Financing Activities - From March 31, 1996 to December 31, 1996, UPAC's
receivables were financed by secured borrowings under a $30 million revolving
credit agreement. The balance outstanding under this agreement at December 30,
1996, $22.5 million, was repaid from the proceeds of the initial sale of
receivables under UPAC's new receivable securitization agreement on December 31,
1996 described above.
Effective January 5, 1998, Crouse entered into a new Secured Loan
Agreement that provides for a working capital line of credit of $4.5 million at
the bank's prime rate and an equipment line of credit of $4.5 million accruing
interest, at Crouse's option at either a variable rate equal to the bank's prime
rate, or a fixed rate at 200 basis points over the Federal Home Loan Bank Rate
then existing. Crouse's revenue equipment and bank deposit balances are pledged
as collateral for both lines. In 1996 through 1998, Crouse has utilized this
and previous agreements only on a limited basis for short-term operational
needs. No borrowings were outstanding on the lines at December 31, 1998.
In the third quarter of 1995, the Company initiated 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 and 1996, the Company repurchased 257,099 and 768,600 shares,
at a total cost of $8.7 million. Additionally, during the fourth quarter of
1996, the Company repurchased 28,541 shares of common stock at a cost of
$237,000 pursuant to an "Odd Lot Tender Offer" to holders of less than 100
shares.
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 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.
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 below.
In September 1998, the Company entered into a two-year secured loan
agreement with a 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. The Loan bears interest at the bank's prime rate,
7.75% at December 31, 1998. 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, 1998 current maturities of long-term debt were $300,000, with the
remaining $9,700,000 due in 2000 (See Note 4 of Notes to Consolidated Financial
Statements).
The Company believes available cash and investments, cash generated from
operations and funds available under the receivables securitization agreement
and Secured Loan Agreement will be sufficient to fund operations and other cash
needs for 1999.*
As of December 31, 1998, Crouse owned or leased 44 parcels of real
property which are utilized in its operations. Six of these facilities maintain
underground fuel storage tanks. These fuel systems were 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, 1998.*
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.
Crouse has achieved ratification of new five-year pacts with the
International Brotherhood of Teamsters or other local unions covering
substantially all of its union employees. The new contracts generally provide
for all of the terms of the National Master Freight Agreement with a separate
addendum for wages. Crouse will continue to maintain its past work rules,
practices and flexibility within its operating structure. Crouse continues to
negotiate with the union local representing the remaining employees. There can
be, however, no assurance that Crouse's remaining union employees will ratify a
new contract acceptable to both the Company and the union, or that work
stoppages will not occur. If a work stoppage should occur, Crouse's customer
base would be put at risk inasmuch as its competition would have a continuing
operating advantage. Any of these actions could have a material adverse effect
on the Company's business, financial condition, liquidity or results of
operations.*
Year 2000 Issues
The Year 2000 Issue is the result of computer programs being written using
two digits to represent years rather than four digits, which include the century
designation. Without corrective action, it is possible that the Company's
computer programs, or its major service providers, vendors, suppliers, partners
or customers that have date-sensitive software could recognize a date using "00"
as the year 1900 rather than the year 2000. Additionally, certain other assets
may contain embedded chips that include date functions that could be affected by
the transition to the year 2000. In some systems this could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.
The Company has developed and is executing a Year 2000 Compliance
Strategic Plan ("Year 2000 Plan") to enable management of TransFinancial and
each of its business operations to ensure that each of its critical business
systems are "Year 2000 Compliant". The Company considers a business system to
be Year 2000 Compliant if it is able to transition into the year 2000 without
significant disruption to the Company's internal operations or those of its key
business partners. The Year 2000 Plan encompasses the Company's information
technology assets, including computer hardware and software ("IT assets") and
non-information technology assets, goods and services, including assets
utilizing embedded chip technology and significant customer and vendor
relationships ("non-IT assets").
The Company's Year 2000 Plan includes three principal sections: (1)
mainframe computer and personal computer hardware and software utilized by the
Company's transportation operations ("Transportation IT assets"); (2) desktop
computer applications, embedded chips, significant business partners of the
transportation operations ("Transportation non-IT assets"); and (3) personal
computer hardware and software, desktop computer applications, embedded chips,
significant business partners of the financial services operations ("Financial
Services IT and non-IT assets"). The general phases common to all sections are:
(1) inventorying, assessing and assigning priorities to Year 2000 items
("Inventory Phase"); (2) taking corrective actions to modify, repair or replace
items that are determined not to be Year 2000 Compliant ("Corrective Action
Phase"); (3) testing material items ("Testing Phase"); and (4) developing and
implementing contingency plans for each organization and location ("Contingency
Planning Phase"). The Company intends to utilize primarily internal personnel
and resources to execute its Year 2000 Plan but may utilize external consultants
as needed in certain phases.
Transportation IT assets
With regard to the Transportation IT assets section, the Inventory Phase
is completed. The Company has identified its computer applications, programs
and hardware and is in the processing of assessing the Year 2000 risk associated
with each item. The Company has begun executing the Corrective Action Phase by
modifying or upgrading items that are not Year 2000 compliant. This phase is
expected to be substantially complete by the end of the second quarter of 1999.*
The Testing Phase is ongoing as corrective actions are completed. The Testing
Phase is anticipated to be complete in the second quarter of 1999.* The
Contingency Planning Phase will begin in the first quarter of 1999 and be
completed in the third quarter of 1999.*
Transportation non-IT assets
With regard to the Transportation non-IT assets section, the Inventory
Phase is completed. The Company has identified assets that may contain embedded
chip technologies and has contacted the related vendors to gain assurance of
Year 2000 status on each item. The Company has also identified its significant
business relationships and has contacted key vendors, suppliers and customers to
attempt to reasonably determine their Year 2000 status. The Company is in the
process of effecting the Corrective Action Phase, which is anticipated to be
complete by the end of the first quarter of 1999.* The Testing Phase is ongoing
as corrective actions are completed. This phase is anticipated to be complete
in the second quarter of 1999.* The Contingency Planning Phase will begin in
the first quarter of 1999 and be completed in the third quarter of 1999.*
Financial Services IT and non-IT assets
With regard to the Financial Services IT and non-IT assets section, the
Inventory Phase is completed. The Company has identified its computer
applications, programs and hardware and non-IT assets and has assessed the Year
2000 risk associated with each item. The Company has also identified its
significant business relationships and has contacted key vendors, suppliers and
customers to attempt to reasonably determine their Year 2000 status. The
Company has substantially completed the Corrective Action Phase. The Company's
financial services database, operating systems and computer applications have
been upgraded or modified to address the Year 2000. The Testing Phase has been
ongoing as corrections were made and was substantially complete in the fourth
quarter of 1998. Certain testing of bank and other interfaces is expected to be
completed in the first quarter of 1999.* The Contingency Planning Phase will
begin in the first quarter of 1999 and be completed in the second quarter of
1999.*
Costs
It is currently estimated that the aggregate cost of the Company's Year
2000 efforts will be approximately $150,000 to $200,000, of which approximately
$80,000 has been spent.* These costs are being expensed as they are incurred
and are being funded out of operating cash flow. These amounts do not include
approximately $100,000 of costs to be capitalized as the Company replaces
certain non-IT assets, in part to address the Year 2000 issue, as part of the
Company's normal capital replacement and upgrades. These amounts also do not
include any internal costs associated with the development and implementation of
contingency plans.
Risks
The failure to correct a material Year 2000 issue could result in an
interruption in, or failure of, certain normal business operations. Such
failures could materially and adversely affect the Company's results of
operations, liquidity and financial condition. Due to the general uncertainty
inherent in the Year 2000 issue, resulting in part from the uncertainty of the
Year 2000 readiness of third-party vendors, suppliers and customers, the Company
is unable to determine at this time whether the consequences of Year 2000
failures will have a material impact on the Company's results of operations,
liquidity and financial condition. The Company's Year 2000 Plan is designed to
gather information concerning Year 2000 issues facing the Company and to address
and resolve such issues to the extent reasonably possible. Even if the Company
successfully implements its Year 2000 Plan, there can be no assurance that the
Company's operations will not be affected by Year 2000 failures or that such
failures will not have a material adverse effect on the Company's results of
operations, liquidity and financial condition.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's primary market risk is interest rate risk. Changes in short-
term interest rates can affect: (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 $10,000,000 as of
December 31, 1998, with $300,000 maturing in 1999 and the remaining $9,700,000
maturing in 2000. In addition, Crouse has a variable rate credit facility
through which it may borrow $4.5 million for working capital purposes and $4.5
million for equipment purposes. Crouse has utilized this line on a limited
basis for short-term working capital needs, however, no borrowings were
outstanding under this credit facility as of December 31, 1998.
UPAC sells undivided interests in its insurance premium finance accounts
receivables on an ongoing basis under a receivables securitization agreement.
The receivables sold are fixed rate notes and typically have a term of nine
months. An undivided interest in the pool of receivables is 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, 1998, UPAC had a total finance accounts receivable portfolio of
$76.5 million, including $61.6 million that had been sold under the
securitization agreement. UPAC closely monitors interest rates and the extent
of its interest rate exposure resulting from its insurance premium finance
activities and the sale of insurance premium finance receivables. 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 $292,000. 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.*
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders of TransFinancial Holdings, Inc.:
In our opinion, the consolidated financial statements listed in the
accompanying index appearing under Item 14 (a)(1) and (2) herein present fairly,
in all material respects, the financial position of TransFinancial Holdings,
Inc. and its subsidiaries at December 31, 1998 and 1997, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1998, in conformity with generally accepted accounting
principles. 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 of these statements in
accordance with generally accepted auditing standards which 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 the opinion expressed
above.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Kansas City, Missouri
February 3, 1999, except for Note 10,
as to which the date is February 18, 1999.
TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31
1998 1997
(In Thousands)
ASSETS
Current Assets
Cash and cash equivalents.................................................. $ 3,256 $ 4,778
Short-term investments..................................................... -- 3,543
Freight accounts receivable, less allowance for
credit losses of $387 and $464........................................ 13,351 14,909
Finance accounts receivable, less allowance for
credit losses of $566 and $499........................................ 12,584 14,016
Current deferred income taxes.............................................. 2,548 1
Other current assets....................................................... 2,401 1,831
AFS net assets (Note 8).................................................... -- 7,993
Total current assets.................................................. 34,140 47,071
Operating Property, at Cost
Revenue equipment.......................................................... 31,969 32,275
Land....................................................................... 3,681 3,585
Structures and improvements................................................ 11,130 10,506
Other operating property................................................... 10,500 9,624
57,280 55,990
Less accumulated depreciation.............................................. (24,122) (22,969)
Net operating property................................................ 33,158 33,021
Intangibles, net of accumulated amortization................................... 9,777 9,243
Other Assets .................................................................. 688 420
$ 77,763 $ 89,755
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Cash overdrafts............................................................ $ 1,976 $ 754
Accounts payable........................................................... 3,093 2,855
Current maturities of long-term debt....................................... 300 --
Line of credit payable..................................................... -- 2,500
Accrued payroll and fringes................................................ 6,068 5,956
Claims and insurance accruals.............................................. 283 566
Other accrued expenses..................................................... 3,402 2,374
Total current liabilities............................................. 15,122 15,005
Deferred Income Taxes.......................................................... 1,867 2,265
Long-Term Debt (Note 4)........................................................ 9,700 --
Contingencies and Commitments (Note 7)......................................... -- --
Shareholders' Equity (Notes 2, 5 and 10)
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 7,593,592 and
7,509,622 shares...................................................... 76 75
Paid-in capital............................................................ 6,090 5,581
Retained earnings.......................................................... 77,367 79,394
Treasury stock, 3,661,220 and 1,481,935 shares, at
cost.................................................................. (32,459) (12,565)
Total shareholders' equity............................................ 51,074 72,485
$ 77,763 $ 89,755
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
1998 1997 1996
(In Thousands, Except Per Share Amounts)
Operating Revenue
Transportation........................................... $ 144,592 $ 126,062 $ 107,502
Financial services and other, net........................ 7,109 7,161 6,191
Total operating revenue............................. 151,701 133,223 113,693
Operating Expenses
Salaries, wages and employee benefits.................... 87,503 74,622 63,165
Operating supplies and expenses.......................... 23,144 19,141 17,297
Provision for credit losses.............................. 827 950 892
Operating taxes and licenses............................. 3,722 3,324 2,978
Insurance and claims..................................... 3,324 3,051 2,224
Depreciation and amortization............................ 6,286 4,758 3,702
Purchased transportation and rents....................... 29,916 25,441 22,589
Total operating expenses............................ 154,722 131,287 112,847
Operating Income (Loss)...................................... (3,021) 1,936 846
Nonoperating Income (Expense)
Interest income.......................................... 301 645 1,141
Interest expense......................................... (311) (34) (27)
Gain on sale of operating property, net.................. 164 56 78
Other, net............................................... 1 22 (299)
Total nonoperating income (expense)................. 155 689 893
Income (Loss) Before Income Taxes............................ (2,866) 2,625 1,739
Income Tax Provision (Benefit)(Note 6)....................... (839) 1,525 887
Net Income (Loss)............................................ $ (2,027) $ 1,100 $ 852
Basic Average Shares Outstanding............................. 5,249 6,214 6,780
Basic Earnings (Loss) Per Share.............................. $ (0.39) $ 0.18 $ 0.13
Diluted Average Share Outstanding............................ 5,263 $ 6,266 $ 6,820
Diluted Earnings (Loss) Per Share............................ $ (0.39) $ 0.18 $ 0.12
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
1998 1997 1996
(In Thousands)
Cash Flows From Operating Activities-
Net income (loss)........................................ $ (2,027) $ 1,100 $ 852
Adjustments to reconcile net income (loss) to
net cash generated by operating activities-
Depreciation and amortization....................... 6,286 4,758 3,702
Provision for credit losses......................... 1,220 1,070 1,012
Deferred tax provision.............................. (2,644) 1,679 336
Other............................................... (100) 24 194
Net increase (decrease) from change in
working capital items affecting operating
activities-
Freight accounts receivable..................... 1,165 (5,796) (1,401)
Accrued payroll and fringes..................... 112 423 330
Other........................................... 749 (649) 1,860
4,761 2,609 6,885
Cash Flows From Investing Activities-
Proceeds from discontinued operations.................... 6,345 -- 8,500
Purchase of operating property........................... (9,102) (13,660) (10,953)
Sale of operating property............................... 4,639 704 803
Purchase of finance subsidiaries,
net of cash acquired................................ (4,178) -- (11,979)
Origination of finance accounts
receivables......................................... (162,329) (125,391) (120,989)
Sale of finance accounts receivables..................... 128,136 84,974 61,289
Collection of owned finance accounts
receivables......................................... 37,804 40,005 82,836
Purchase of short-term investments....................... (2,998) (10,411) (35,823)
Maturities of short-term investments..................... 6,541 16,825 53,232
Other .................................................. (368) (466) (1,051)
4,490 (7,420) 25,865
Cash Flows From Financing Activities-
Borrowings on long-term debt............................. 10,000 -- --
Borrowings (repayments) on line of credit
agreements, net..................................... (2,500) 2,500 (23,775)
Cash overdrafts.......................................... 1,101 754 --
Payments to acquire treasury stock....................... (19,303) (2,277) (6,656)
Payment for fractional shares from
reverse stock split................................. (96) (459) --
Other .................................................. 25 50 85
(10,773) 568 (30,346)
Net Increase (Decrease) in Cash and
Cash Equivalents......................................... (1,522) (4,243) 2,404
Cash and Cash Equivalents:
Beginning of Period...................................... 4,778 9,021 6,617
End of Period............................................ $ 3,256 $ 4,778 $ 9,021
Cash Paid During the Period for-
Interest ................................................ $ 196 $ 16 $ 1,109
Income Tax............................................... $ 383 $ 106 $ 332
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 9):
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
In 1996, the Company acquired all of the capital stock of UPAC for
approximately $11,979,000. In conjunction with the acquisition, liabilities
were assumed as follows (See Note 9):
1996
Fair value of assets acquired............................ $30,587
Cash paid for capital stock and acquisition expenses..... (11,979)
Intangibles.............................................. 6,617
Liabilities assumed...................................... $25,225
The accompanying notes to consolidated financial statements
are an integral part of these statements.
TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Total
Share-
Common Paid-In Retained Treasury holders'
Stock Capital Earnings Stock Equity
(In Thousands)
Balance at Dec. 31, 1995...............$ 76 $ 5,357 $ 78,390 $ (3,543) $ 80,280
Net income............................. -- -- 852 -- 852
Issuance of shares under
Incentive Stock Plan............... -- 172 -- (87) 85
Purchase of 797,141 shares
of common stock.................... -- -- -- (6,656) (6,656)
Balance at Dec. 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 Dec. 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 Dec. 31, 1998...............$ 76 $ 6,090 $ 77,367 $ (32,459) $ 51,074
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, 1998 AND 1997
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 holdings include
Crouse Cartage Company ("Crouse"), Universal Premium Acceptance Corporation and
its subsidiaries, Oxford Premium Finance, Inc. ("Oxford") and UPAC of
California, Inc. (together "UPAC"), Presis, L.L.C. ("Presis") and American
Freight System, Inc. ("AFS"). The operating results of UPAC and Oxford are
included from March 31, 1996 and May 29, 1998, the dates of their respective
acquisitions (See Note 9). The Company's proportionate interest in Presis is
included from July 31, 1997, the date of the Company's initial investment. AFS
has been accounted for as a discontinued operation since 1991 with only net
assets reflected in the consolidated financial statements (See Note 8). All
significant intercompany accounts and transactions have been eliminated in
consolidation.
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. About half of the insurance premiums financed by UPAC are
placed through insurance agencies in Illinois, California, Missouri and Florida.
Presis is a startup company that involves advances in dry particle processing.
Information regarding the Company's industry segments for the years ended
December 31, 1998, 1997 and 1996 is as follows (in thousands):
Operating Depreciation
Operating Income and Capital Total
Revenues (Loss)(1) Amortization Additions Assets
Transportation 1998 $ 144,592 $ 1,321 $ 4,456 $ 8,754 $ 47,874
1997 126,062 3,136 3,912 13,104 47,076
1996 107,502 2,915 3,001 9,556 33,633
Financial Services 1998 6,972 (653) 1,172 233 24,859
1997 7,078 396 770 143 24,360
1996 6,138 (685) 678 441 26,791
Industrial Technology 1998 -- (1,469) 610 104 185
1997 -- (295) 31 239 640
1996 -- -- -- -- --
Total Segments 1998 151,564 (801) 6,238 9,091 72,918
1997 133,140 3,237 4,713 13,486 72,076
1996 113,640 2,230 3,679 9,997 60,424
Corporate and Other 1998 137 (2,220) 48 11 4,845
1997 83 (1,301) 45 174 17,679
1996 53 (1,384) 23 956 26,388
Consolidated 1998 151,701 (3,021) 6,286 9,102 77,763
1997 133,223 1,936 4,758 13,660 89,755
1996 113,693 846 3,702 10,953 86,812
(1) See Note 5 - Common Stock and Earnings Per Share - Stock Repurchases.
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 1998 and 1997 (in
thousands):
1998 1997
Balance, beginning of year................ $ 499 $ 769
Allowance acquired with Oxford............ 343 --
Provision for credit losses............... 827 950
Charge-offs, net of recoveries of $196
and $257 ............................... (1,103) (1,220)
Balance, at the end of year............... $ 566 $ 499
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.
Short-Term Investments - The Company's short-term investments generally
are held in U. S. Treasury securities, government agency securities or municipal
bonds of the highest rating. These investments are classified as held to
maturity securities and are recorded at amortized cost which approximates market
value.
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 and Short-Term Investments. 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
statements of income in prior periods 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 impairment is indicated, any impairment loss is measured by the
excess of carrying values over fair values. The Company currently has no
material assets to be disposed of. 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.
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 $11,322,000 at
December 31, 1998. These intangibles assets are generally being amortized on
the straight-line basis over 15 - 25 years. The accumulated amortization of
intangible assets as of December 31, 1998 was $1,545,000.
2. EMPLOYEE BENEFIT PLANS
Multiemployer Plans
Crouse 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. Crouse contributed
$6,931,000, $5,762,000 and $4,596,000 to the multiemployer pension plans for
1998, 1997 and 1996. 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. Although Crouse has no current information regarding its potential
liability under ERISA in the event it wholly or partially ceases to have an
obligation to contribute or substantially reduces its contributions to the
multiemployer plans to which it currently contributes, management believes that
such liability would be material. Crouse also contributed $8,342,000,
$7,161,000 and $5,904,000, to multiemployer health and welfare plans for 1998,
1997 and 1996.
Non-Union Pension Plan
Crouse 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 by the Board of Directors of Crouse depending upon the profitability
of Crouse. 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
$357,000, $131,000 and $420,000 for the years 1998, 1997 and 1996. The
accompanying consolidated balance sheets include accrued pension contributions
of $95,000 and $70,000 as of December 31, 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 balance sheets include a profit sharing
accrual of $276,000 for 1997. The accompanying consolidated statements of
income include profit sharing expense of $2,013,000, $3,088,000, $2,833,000 for
1998, 1997 and 1996.
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 1998, 1997 and 1996 were $63,000, $48,000 and $27,000.
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 1998, 1997 and 1996
were $108,000, $112,000 and $66,000.
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 key 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,
1998, 590,000 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, 1998, options for 48,630 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 1998, 1997 and 1996:
risk-free interest rates of 5.5%, 6.1% and 6.1%; expected life of options of 4.4
years, 4.9 years and 4.5 years; and a volatility factor of the expected market
price of the Company's common stock of .20. 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):
1998 1997 1996
Pro forma net income (loss).............. $(2,234) $ 949 $ 743
Pro forma basic earnings (loss) per share $ (0.43) $0.15 $ 0.11
The following table is a summary of data regarding stock options granted
during the three years ended December 31, 1998:
1998 1997 1996
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Options Price Options Price Options Price
Options outstanding at
beginning of year............. 350,650 $7.47 263,200 $7.17 198,200 $6.43
Granted........................... 131,050 $9.03 118,250 $7.99 106,500 $7.96
Forfeited......................... (44,580) $9.13 (19,900) $8.09 (18,000) $6.85
Exercised......................... (83,970) $6.07 (10,900) $4.84 (23,500) $4.73
Options outstanding at end
of year....................... 353,150 $8.17 350,650 $7.47 263,200 $7.17
Options exercisable at end
of year....................... 114,180 $7.49 119,000 $6.38 91,650 $5.62
Estimated weighted average
fair value per share of
options granted during
the year....................... $ 2.12 $ 2.00 $ 2.00
The per share exercise prices of options outstanding as of December 31, 1998, ranged from $2.41 to $9.79 per share. The
weighted average remaining contractual life of those options was 7.7 years.
The following table summarizes information concerning outstanding and
exercisable options as of December 31, 1998.
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 4,150 1.9 $2.41 4,150 $2.41
$2.50-$5.50 17,050 4.2 $4.90 15,300 $4.85
$5.50-$8.00 156,300 7.6 $7.68 51,780 $7.64
$8.00-$10.00 175,650 8.2 $9.05 42,950 $8.73
353,150 114,180
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, 1998, 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 an extendible three year securitization
agreement whereby undivided interests in a designated pool of accounts
receivable can be sold on an ongoing basis. In 1998, this agreement was amended
to extend through December 2001, to expand the facility capacity, and to
increase the percent of finance receivables eligible under the agreement. The
maximum allowable amount of receivables to be sold under the agreement is $85.0
million. The purchaser permits principal collections to be reinvested in new
financing agreements. UPAC had securitized receivables of $61.6 million and
$34.5 million at December 31, 1998 and 1997. 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. The proceeds from the initial
securitization of the receivables were used to purchase previous securitized
receivables under the prior agreement and to pay off the secured note payable
under UPAC's former secured credit agreement.
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 tangible net worth of $40.0 million. The Company was in
compliance with all such provisions at December 31, 1998.
The terms of the securitization agreement require UPAC to maintain a
reserve at specified levels which serves as collateral. At December 31, 1998,
approximately $6.9 million of owned finance receivables served as collateral
under the reserve provision.
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"). Freight
accounts receivable and a second lien on revenue equipment are pledged as
collateral for the Loan. The Loan bears interest at the bank's prime rate,
7.75% at December 31, 1998. 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, 1998 current maturities of long-term debt were $300,000, with the
remaining $9,700,000 due in 2000.
The terms of the Loan require the Company to maintain a minimum tangible
net worth of $40 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. In connection with the closing of the Loan the
Company represented to the bank that it would take all measures reasonably
necessary to make its computer hardware and software compliant with the year
2000. The Company was in compliance with all such provisions at December 31,
1998. The proceeds of the Loan were used to repurchase shares of the Company's
common stock (See Note 5).
Secured Loan Agreement
Effective January 5, 1998, Crouse's former revolving credit agreement was
terminated and replaced with a five year Secured Loan Agreement which provides
for a $4.5 million working capital line of credit loan ("Working Capital Line")
and a $4.5 million equipment line of credit loan ("Equipment Line"). Interest
on the Working Capital Line accrues at a floating rate equal to the bank's prime
rate, 7.75% at December 31, 1998. Interest on the Equipment Line accrues, at
Crouse's option, at either a floating rate equal to the bank's prime rate or a
fixed rate equal to the Federal Home Loan Bank Rate plus 200 basis points at the
time of each advance. The Secured Loan Agreement is collateralized by Crouse's
revenue equipment and specified bank deposit balances. No borrowings were
outstanding under the Working Capital Line or Equipment Line as of December 31,
1998.
The terms of the Secured Loan Agreement 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 in compliance with all such provisions at December 31, 1998.
5. COMMON STOCK AND EARNINGS PER SHARE
Stock Repurchases
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 and 1996, the Company repurchased 257,099 and 768,600 shares of common
stock at a cost of $2.3 million and $6.4 million, respectively. Additionally,
during the fourth quarter of 1996, the Company made an "Odd Lot Tender Offer" to
holders of less than 100 shares of TransFinancial Common Stock. Pursuant to
this offer the Company repurchased 28,541 shares at a cost of $237,000.
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 $(2,027,000), $1,100,000 and $852,000 for 1998,
1997 and 1996. 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).
1998 1997 1996
Per Share Per Share Per Share
Shares Amounts Shares Amounts Shares Amounts
Basic earnings (loss)
per share............................ 5,249 $ (0.39) 6,214 $ 0.18 6,780 $ 0.13
Plus incremental shares
from assumed conversion of
stock options........................ 14 52 40
Diluted earnings (loss)
per share............................ 5,263 $ (0.39) 6,266 $ 0.18 6,820 $ 0.12
Options to purchase 216,150 shares of common stock at an average exercise
price of $8.85 per share were outstanding at December 31, 1998, 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) attributable to continuing operations
are comprised of the following at December 31:
1998 1997
(In Thousands)
Current Deferred Tax Assets (Liabilities):
Employee benefits..................................... $ 951 $ (401)
Financial services revenue............................ (295) (205)
Claims accruals and other............................. 1,276 421
Allowance for credit losses........................... 616 186
Current deferred tax assets, net................. $ 2,548 $ 1
Deferred Tax Assets (Liabilities):
Operating property, principally
due to differences in depreciation............... $ (3,780) $ (3,367)
Amortization of intangibles........................... (179) (245)
Net operating loss carryforwards...................... 1,054 693
Alternative minimum tax and other
credits.......................................... 1,038 654
Deferred tax liabilities, net.................... $ (1,867) $ (2,265)
At December 31, 1998, the Company had approximately $3.4 million of net
operating loss carryforwards which were available for Federal income tax
purposes, including $0.7 million which were recorded in the AFS Net Assets,
which expire in 2018. At December 31, 1998 and 1997, the Company had
$1,038,000 and $654,000 of alternative minimum tax and other credit
carryforwards available which do not expire. Net Deferred Tax Assets of $27,000
and $1,396,000 were recorded as a portion of the AFS Net Assets as of December
31, 1998 and 1997. 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 for continuing operations:
1998 1997 1996
Federal statutory income tax rate................ (35.0)% 35.0% 35.0%
State income tax rate, net....................... (3.8) 5.9 6.7
Amortization of non-deductible
acquisition intangibles...................... 3.0 2.3 6.3
Non-deductible meals and
entertainment................................ 3.2 2.4 2.8
Adjustments to prior years' tax
liabilities.................................. - 12.9 -
Other............................................ 3.5 (0.4) 0.2
Effective income tax rate........................ (29.1)% 58.1% 51.0%
The components of the income tax provision (benefit), attributable to
continuing operations, consisted of the following:
1998 1997
(In thousands)
Current Deferred Total Current Deferred Total
Federal................... $ 1,444 $ (2,115) $ (671) $ (145) $1,434 $ 1,289
State..................... 361 (529) (168) (9) 245 236
Total................ $ 1,805 $ (2,644) $ (839) $ (154) $1,679 $ 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.
Payments are made to tractor owner-operators under various short-term
lease agreements for the use of revenue equipment. These lease payments, which
totaled $16,836,000, $14,351,000 and $13,179,000 for 1998, 1997 and 1996, are
primarily based on miles traveled or on a percent of revenue generated through
the use of the equipment.
In 1998, Crouse 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 $319,000 in
1998. Minimum future rentals for operating leases are as follows: 1999 -
$1,629,000; 2000 - $1,630,000; 2001 - $1,630,000; 2002 - $1,630,000; 2003 -
$1,381,000; and thereafter - $494,000. Additionally, Crouse has limited
contingent rental obligations of $568,000 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 Crouse to maintain tangible net worth of $26.0 million,
increasing by $1.0 million per year beginning in 1999. Crouse was in compliance
with this covenant at December 31, 1998.
8. AFS NET ASSETS
On June 10, 1991, the Joint Plan of Reorganization ("Joint Plan") was
confirmed by the Bankruptcy Court resulting in the formal discharge of AFS and
its affiliates from Chapter 11 Bankruptcy proceedings. 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.
TransFinancial received distributions in accordance with the Joint Plan of $36
million. In addition, AFS paid dividends of $6.8 million, $8.5 million, and
$9.2 million to TransFinancial on July 5, 1995, July 11, 1996 and April 30,
1998.
9. 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 offers
short-term collateralized financing of commercial insurance premiums through
approved insurance agencies in 17 states throughout the United States. At May
29, 1998, Oxford had outstanding net finance receivables 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, based on a preliminary allocation of the
purchase price, UPAC recorded goodwill of $1.9 million, which will be amortized
on the straight-line basis over 15 years.
On March 29, 1996, TransFinancial completed the acquisition of all of the
issued and outstanding stock of UPAC. UPAC offers short-term collateralized
financing of commercial and personal insurance premiums through approved
insurance agencies in over 30 states throughout the United States. At March 31,
1996, UPAC had outstanding net finance receivables of approximately $30 million.
This transaction was accounted for as a purchase. The Company utilized a
portion of its available cash and short-term investments to consummate the
purchase at a price of approximately $12.0 million. The terms of the
acquisition and the purchase price resulted from negotiations between
TransFinancial and William H. Kopman, the former sole shareholder of UPAC. In
connection with the purchase of UPAC, the Company has recorded goodwill of $6.6
million, which is being amortized on the straight-line basis over 25 years.
In addition to the Stock Purchase Agreement by which the Company acquired
all of the UPAC stock, TransFinancial entered into a consulting agreement with
Mr. Kopman. Under the consulting agreement, the Company was entitled to consult
with Mr. Kopman on industry developments as well as UPAC operations through
December 31, 1998. In addition to retaining the services of Mr. Kopman under a
consulting agreement, certain existing executive management personnel of UPAC
have been retained under multi-year employment agreements.
The unaudited pro forma operating results of TransFinancial for the years
ended December 31, 1998 and 1997, assuming the acquisitions 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.
10. 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, 1998 AND 1997
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. Historically, TransFinancial has
achieved its best operating results in the second and third quarters when
adverse weather conditions have a lesser effect on operating efficiency.
The following table sets forth selected unaudited financial information
for each quarter of 1998 and 1997 (in thousands, except per share amounts).
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)
1997
First Second Third Fourth Total
Revenue................................... $ 31,057 $ 32,513 $ 35,100 $ 34,553 $ 133,223
Operating Income (Loss)................... 935 1,065 866 (930) 1,936
Nonoperating Income (Expense)............. 215 215 181 78 689
Net Income (Loss)......................... 632 704 569 (805) 1,100
Basic and Diluted Earnings
(Loss) per Share...................... 0.10 0.11 0.09 (0.13) 0.18
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
Pursuant to General Instruction G(3), the information required by this
Item 10 is hereby incorporated by reference from the TransFinancial Holdings,
Inc. Proxy Statement for the 1999 Annual Meeting of Shareholders, which the
Registrant will file pursuant to Regulation 14A. (See Item 4, included
elsewhere herein, for a listing of Executive Officers of the Registrant).
ITEM 11. EXECUTIVE COMPENSATION
Pursuant to General Instruction G(3), the information required by this
Item 11 is hereby incorporated by reference from the TransFinancial Holdings,
Inc. Proxy Statement for the 1999 Annual Meeting of Shareholders, which the
Registrant will file pursuant to Regulation 14A.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Pursuant to General Instruction G(3), the information required by this
Item 12 is hereby incorporated by reference from the TransFinancial Holdings,
Inc. Proxy Statement for the 1999 Annual Meeting of Shareholders, which the
Registrant will file pursuant to Regulation 14A.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to General Instruction G(3), the information required by this
Item 13 is hereby incorporated by reference from the TransFinancial Holdings,
Inc. Proxy Statement for the 1999 Annual Meeting of Shareholders, which the
Registrant will file pursuant to Regulation 14A.
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, 1998 and 1997
Consolidated Statements of Income for the years ended December 31, 1998,
1997 and 1996
Consolidated Statements of Cash Flows for the years ended December 31,
1998, 1997 and 1996
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1998, 1997 and 1996
Notes to Consolidated Financial Statements
Supplemental Financial Information (Unaudited) - Summary of Quarterly
Financial Information for 1998 and 1997
(a)2. Financial Statement Schedules
Included in Item 14, Part IV of this Report -
Financial Statement Schedules for the three years ended December 31,
1998:
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), and 10(h).
Exhibit No. Exhibit Description
2(a) Fifth Amended Joint Plan of Reorganization of the Registrant
and others and Registrant's Disclosure Statement relating to
the Fifth Amended Joint Plan of Reorganization. Filed as
Exhibit 28(a) and 28(b) to the Registrant's Form 8-K dated
March 21, 1991.
2(b) United States Bankruptcy Court order confirming the Fifth
Amended Joint Plan of Reorganization of the Registrant and
others. Filed as Exhibit 28(c) to Registrant's Form 8-K
dated June 11, 1991.
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, 1997.
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, 1997.
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.
10(e) Stock Purchase Agreement by and between Anuhco, Inc. and
William H. Kopman, dated December 18, 1995. Filed as
Exhibit 2(a) to Registrant's Current Report on Form 8-K,
dated March 29, 1996.
10(f) First Amendment to Stock Purchase Agreement by and between
Anuhco, Inc. and William H. Kopman, dated March 7, 1996.
Filed as Exhibit 2(b) to Registrant's Current Report on Form
8-K dated March 29, 1996.
10(g) Second Amendment to Stock Purchase Agreement by and between
Anuhco, Inc. and William H. Kopman, dated March 29, 1996.
Filed as Exhibit 2(c) to Registrant's Current Report on Form
8-K dated March 29, 1996.
10(h) Consulting Agreement by and between William H. Kopman and
Anuhco, Inc., dated March 29, 1996. Filed as Exhibit 10(a)
to Registrant's Current Report on Form 8-K, dated March 29,
1996.
10(i) 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(j) 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(k) 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(l) 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(m) Secured Loan Agreement by and between Bankers Trust Company
of Des Moines, Iowa and Crouse Cartage Company, dated
January 5, 1998.
10(n) 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(o) Secured Loan Agreement by and between Bankers Trust of Des
Moines, Iowa, TransFinancial Holdings, Inc., and Crouse
Cartage Company, dated September 29, 1998. Filed as Exhibit
10.3 to Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998.
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 Accountant.
27* Financial Data Schedule.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended December 31, 1998.
*Filed herewith.
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 -
1998............................... $ 464 $ 393 $ -- $ (470) $ 387
1997............................... 419 120 -- (75) 464
1996............................... 409 120 -- (110) 419
Allowance for credit losses (deducted from
finance accounts receivable)
Year Ended December 31 -
1998............................... $ 499 $ 827 $ 343(3) $ (1,103) $ 566
1997............................... 769 950 -- (1,220) 499
1996............................... 351 892 510(2) (984) 769
(1)Deduction for purposes for which reserve was created.
(2)Allowance established as of March 29, 1996, the date of acquisition of Universal Premium Acceptance Corporation and UPAC of
California, Inc.
(3)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: March 15, 1999 By /s/Timothy P. O'Neil
Timothy P. O'Neil,
President and Chief Executive
Officer
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 and Chief Executive Officer
Timothy P. O'Neil
/s/Mark A. Foltz Vice President, Finance and Secretary
Mark A. Foltz (Principal Accounting 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
March 15, 1999
Date of all signatures
TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No. Exhibit Description
10(d) Registrant's 1998 Long-Term Incentive Plan.
21 List of all Subsidiaries of TransFinancial Holdings, Inc.
23 Consent of Independent Accountant.
27 Financial Data Schedule.