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FORM 10-Q

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

(Mark One)

 

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarter Ended March 31, 2004

 

OR

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 0-11757

 

J.B. HUNT TRANSPORT SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

Arkansas

 

71-0335111

(State or other jurisdiction
of incorporation or
organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

615 J.B. Hunt Corporate Drive, Lowell, Arkansas 72745

(Address of principal executive offices, and Zip Code)

 

 

 

(479) 820-0000

(Registrant’s telephone number, including area code)

 

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 the filing requirements for the past 90 days.

 

Yes

 

ý

 

No

o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

 

Yes

 

ý

 

No

o

 

The number of shares of the registrant’s $.01 par value common stock outstanding on March 31, 2004 was 80,240,129.

 

 



 

J.B. HUNT TRANSPORT SERVICES, INC.

 

Form 10-Q

For The Quarter Ended March 31, 2004

Table of Contents

 

Part I. Financial Information

 

 

 

Item 1.

Consolidated Financial Statements

 

 

 

 

 

Condensed Consolidated Statements of Earnings for the Three Months Ended March 31, 2004 and 2003

 

 

 

 

 

Condensed Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2004 and 2003

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements as of March 31, 2004

 

 

 

 

 

Review Report of KPMG LLP

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Results of Operations and Financial Condition

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 

 

 

Item 4.

Controls and Procedures

 

 

 

 

Part II. Other Information

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

 

 

 

Item 5.

Other Information

 

 

 

 

Item 6.

Exhibits and Reports on Form 8-K

 

 

 

 

Exhibits

 

 

 

 

Signatures

 

 

2



 

J.B. HUNT TRANSPORT SERVICES, INC.

 

Condensed Consolidated Statements of Earnings

(in thousands, except per share data)

(unaudited)

 

 

 

Three Months Ended
March 31

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Operating revenues

 

$

617,698

 

$

571,213

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

Salaries, wages and employee benefits

 

189,964

 

191,086

 

Rents and purchased transportation

 

203,708

 

184,081

 

Fuel and fuel taxes

 

63,856

 

65,401

 

Depreciation and amortization

 

37,045

 

37,537

 

Operating supplies and expenses

 

28,721

 

29,716

 

Insurance and claims

 

13,024

 

17,445

 

Operating taxes and licenses

 

8,725

 

8,260

 

General and administrative expenses, net of gains and losses

 

8,570

 

7,824

 

Communication and utilities

 

5,868

 

6,003

 

Total operating expenses

 

559,481

 

547,353

 

Operating income

 

58,217

 

23,860

 

Interest expense

 

(2,329

)

(5,408

)

Equity in loss of associated company

 

(469

)

(423

)

Earnings before income taxes

 

55,419

 

18,029

 

Income taxes

 

22,445

 

6,851

 

Net earnings

 

$

32,974

 

$

11,178

 

 

 

 

 

 

 

Average basic shares outstanding

 

80,165

 

78,681

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.41

 

$

0.14

 

 

 

 

 

 

 

Average diluted shares outstanding

 

82,965

 

80,577

 

 

 

 

 

 

 

Diluted earnings per share

 

$

0.40

 

$

0.14

 

 

See accompanying notes to condensed consolidated financial statements.

 

3



 

J.B. HUNT TRANSPORT SERVICES, INC.

 

Condensed Consolidated Balance Sheets

(in thousands)

 

 

 

March 31, 2004
(unaudited)

 

December 31, 2003

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

35,808

 

$

61,229

 

Accounts receivable

 

268,499

 

256,032

 

Prepaid expenses and other

 

95,889

 

105,743

 

Total current assets

 

400,196

 

423,004

 

Property and equipment

 

1,326,762

 

1,345,521

 

Less accumulated depreciation

 

411,085

 

460,556

 

Net property and equipment

 

915,677

 

884,965

 

Other assets

 

38,534

 

39,102

 

 

 

$

1,354,407

 

$

1,347,071

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current maturities of long-term debt

 

$

104,957

 

$

104,933

 

Current installments of obligations under capital leases

 

39,859

 

66,844

 

Trade accounts payable

 

143,154

 

158,886

 

Claims accruals

 

9,012

 

7,775

 

Accrued payroll

 

46,707

 

51,235

 

Other accrued expenses

 

8,417

 

10,750

 

Deferred income taxes

 

30,833

 

25,227

 

Total current liabilities

 

382,939

 

425,650

 

Other long-term liabilities

 

5,925

 

4,291

 

Deferred income taxes

 

227,622

 

213,994

 

Stockholders’ equity

 

737,921

 

703,136

 

 

 

$

1,354,407

 

$

1,347,071

 

 

See accompanying notes to condensed consolidated financial statements.

 

4



 

J.B. Hunt Transport Services, Inc.

 

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

 

Three Months Ended March 31

 

 

 

2004

 

2003

 

Cash flows from operating activities:

 

 

 

 

 

Net earnings

 

$

32,974

 

$

11,178

 

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

37,045

 

37,537

 

Loss on sale of revenue equipment

 

1,923

 

434

 

Deferred income taxes

 

19,234

 

(1,894

)

Equity in loss of associated company

 

469

 

423

 

Tax benefit of stock options exercised

 

962

 

234

 

Amortization of discount, net

 

24

 

31

 

Changes in operating assets and liabilities:

 

 

 

 

 

Trade accounts receivable

 

(12,467

)

(19,867

)

Prepaid expenses and other assets

 

9,854

 

21,917

 

Trade accounts payable

 

(15,732

)

5,145

 

Claims accruals

 

1,237

 

983

 

Accrued payroll and other accrued expenses

 

(5,227

)

(14,176

)

Net cash provided by operating activities

 

70,296

 

41,945

 

Cash flows from investing activities:

 

 

 

 

 

Additions to property and revenue equipment

 

(136,512

)

(52,757

)

Proceeds from sale of revenue equipment

 

66,832

 

21,164

 

Decrease in other assets

 

99

 

261

 

Net cash used in investing activities

 

(69,581

)

(31,332

)

Cash flows from financing activities:

 

 

 

 

 

Principal payments under capital lease obligations

 

(26,985

)

(7,397

)

Re-issuance of treasury stock

 

849

 

435

 

Net cash used in financing activities

 

(26,136

)

(6,962

)

Net change in cash and cash equivalents

 

(25,421

)

3,651

 

Cash and cash equivalents at beginning of period

 

61,229

 

80,628

 

Cash and cash equivalents at end of period

 

$

35,808

 

$

84,279

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Cash paid (received) during the period for:

 

 

 

 

 

Interest

 

$

3,813

 

$

8,037

 

Income taxes

 

2,250

 

(27

)

 

See accompanying notes to condensed consolidated financial statements.

 

5



 

J.B. HUNT TRANSPORT SERVICES, INC.

 

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

1.                                      Basis of Presentation

 

Our condensed consolidated financial statements included in this Form 10-Q have been prepared without audit (except that the balance sheet information as of December 31, 2003 has been derived from consolidated financial statements which were audited) in accordance with the rules and regulations of the Securities and Exchange Commission.  Although certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United Sates of America have been condensed or omitted, we believe that the disclosures are adequate to make the information presented not misleading.  You should read the accompanying condensed consolidated financial statements in conjunction with the audited financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2003.

 

We believe that all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented have been made.  The results of operations for the interim periods presented in this report are not necessarily indicative of the results to be expected for the full calendar year ending December 31, 2004.

 

2.                                      Stock-based Compensation

 

We have adopted the intrinsic value based method of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations in accounting for compensation costs for our stock option plans.  Accordingly, compensation expense is recognized on the date of grant only if the current market price of the underlying common stock at date of grant exceeds the exercise price.

 

Had we determined compensation cost based on the fair value at the grant date for our stock options under Statement of Financial Accounting Standard No. 123, Accounting for Stock-based Compensation (SFAS No. 123), our net earnings would have been reduced to the pro forma amounts indicated below.  All amounts in the chart, except per share amounts, are in thousands.

 

 

 

Three Months Ended March 31

 

 

 

2004

 

2003

 

Net earnings as reported

 

$

32,974

 

$

11,178

 

 

 

 

 

 

 

Total stock-based compensation expense determined under fair value based methods for all awards, net of taxes

 

1,245

 

1,159

 

Pro forma

 

$

31,729

 

$

10,019

 

 

 

 

 

 

 

Basic earnings per share

 

 

 

 

 

 

 

 

 

 

 

As reported

 

$

0.41

 

$

0.14

 

 

 

 

 

 

 

Pro forma

 

$

0.40

 

$

0.13

 

 

 

 

 

 

 

Diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

As reported

 

$

0.40

 

$

0.14

 

 

 

 

 

 

 

Pro forma

 

$

0.38

 

$

0.12

 

 

6



 

Pro forma net earnings reflects only options granted since December 31, 1995.  Therefore, the full impact of calculating compensation costs for stock options under SFAS No. 123 is not reflected in the pro forma net earnings amounts presented above because compensation cost is reflected over the options’ vesting periods of 5 to 10 years and compensation cost for options granted prior to January 1, 1996 is not considered.

 

3.                                      Recently Issued Accounting Standards

 

In December 2003, the FASB issued FASB Interpretation No. 46R, Consolidation of Variable Interest Entities (FIN 46R), which addresses the consolidation of variable interest entities.  FIN 46R is applicable to variable interest entities or potential variable interest entities commonly referred to as special purpose entities by the end of the first reporting period ending after December 15, 2003. FIN 46R had no impact on our consolidated financial statements at March 31, 2004.

 

4.                                      Long-Term Debt

 

Long-term debt consists of (in thousands):

 

 

 

March 31, 2004

 

December 31, 2003

 

 

 

 

 

 

 

Senior notes payable, due September 15, 2004, interest at 7.00% payable semiannually

 

$

95,000

 

$

95,000

 

 

 

 

 

 

 

Senior subordinated notes, due October 30, 2004, interest at 7.80% payable semiannually

 

10,000

 

10,000

 

 

 

105,000

 

105,000

 

 

 

 

 

 

 

Less current maturities

 

(104,957

)

(104,933

)

 

 

 

 

 

 

Unamortized discount

 

(43

)

(67

)

 

 

$

 

$

 

 

5.                                      Capital Stock

 

We have a stock option plan (Management Incentive Plan) that provides for the awarding of our common stock and stock options to key employees.  A summary of the restricted and non-statutory options to purchase our common stock follows:

 

 

 

Number of
shares

 

Weighted average
exercise price
per share

 

Number of
shares
exercisable

 

Outstanding at December 31, 2003

 

7,885,557

 

$

10.67

 

711,358

 

 

 

 

 

 

 

 

 

Granted

 

54,500

 

26.95

 

 

 

Exercised

 

(139,841

)

8.06

 

 

 

Terminated

 

(13,000

)

22.35

 

 

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2004

 

7,787,216

 

$

10.81

 

683,517

 

 

7



 

We announced on April 22, 2004 that our Board of Directors had re-initiated a quarterly cash dividend of $.03 per common share payable on May 20, 2004, to stockholders of record as of May 6, 2004.  We had not paid a dividend since February 2000.  The re-initiation of a quarterly dividend was based on our lower debt levels and improved net earnings.

 

6.                                      Earnings Per Share

 

We compute basic earnings per share by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding for the reporting period.  Diluted earnings per share reflects the potential dilution that could occur if holders of options or other contracts to issue common stock options exercised or converted their holdings into common stock.  Outstanding stock options represent the only dilutive effects on weighted average shares.  The chart below presents a reconciliation between basic and diluted weighted average shares outstanding and the related earnings per share.  All amounts in the chart, except per share amounts, are expressed in thousands.

 

 

 

Three Months Ended March 31

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Net earnings

 

$

32,974

 

$

11,178

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

80,165

 

78,681

 

 

 

 

 

 

 

Dilutive effect of stock options

 

2,800

 

1,896

 

 

 

 

 

 

 

Diluted weighted average shares outstanding

 

82,965

 

80,577

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.41

 

$

0.14

 

 

 

 

 

 

 

Diluted earnings per share

 

$

0.40

 

$

0.14

 

 

We had some options to purchase shares of common stock which were outstanding during the periods shown, but were excluded from the computation of diluted earnings per share because the option price was greater than the average market price of the common shares.  A summary of those options follows:

 

 

 

Three Months Ended March 31

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Number of shares under option

 

25,000

 

475,000

 

 

 

 

 

 

 

Range of exercise price

 

$

27.82

 

$

14.16 - $18.75

 

 

7.                                      Comprehensive Income

 

Comprehensive income consists of net earnings and foreign currency translation adjustments.  During the three months ended March 31, 2004 and 2003, comprehensive income was equal to net earnings.

 

8.                                      Income Taxes

 

The effective income tax rates for the three month periods ended March 31, 2004 and 2003, were 40.5% and 38.0%, respectively.  The increase in the 2004 effective income tax rate was partly a result of the new accountable expense reimbursement plan (driver per diem plan).  This new plan, which was implemented in February of 2003, benefits most of our eligible drivers and reduces certain costs which are classified in the salary, wages and employee benefits expense category.  The lower benefit costs of the driver per diem plan are partly offset by higher effective income tax rates.  The increase in the 2004 effective income tax rate was also due to the suspension, during the fourth quarter of 2003, of recording

 

8



 

certain non-cash tax benefits associated with the sale and leaseback transactions as discussed below.

 

In 1999, we entered into a series of transactions effecting a sale and leaseback of a portion of our Intermodal container and chassis fleet for a selling price of approximately $175 million.  This transaction was examined by the IRS in an audit of our 1998 and 1999 income tax returns.  We have received an IRS Notice of Proposed Assessment, which disallows the tax benefits associated with these transactions, and as a result, we have filed an appeal in the matter.  We have not yet been contacted by the IRS Appeals Division to schedule a hearing to resolve this issue.  If a resolution of the matter cannot be reached in the appeals process, the IRS will forward a 90-day letter, also known as a Notice of Deficiency.  A resolution of the dispute could occur at any point in the administrative process or could extend through a trial and court appeals.  If we are unsuccessful in defending this transaction, we could owe additional taxes and interest.  We estimate our maximum earnings exposure to be $32 million, which represents the tax benefits realized through December 31, 2002, plus estimated accrued interest though March 31, 2004.  This exposure would result if the IRS succeeded in disallowing 100% of the tax benefits from this transaction.

 

9.                                      Business Segments

 

We operated three distinct business segments during the three months ended March 31, 2004 and 2003.  These segments included:  Truck (JBT), Intermodal (JBI) and Dedicated Contract Services (DCS).  The operation of each of these businesses is described in footnote (11) of our annual report (Form 10-K) for the year ended December 31, 2003.  A summary of certain segment information is presented below (in millions):

 

 

 

Assets

 

 

 

As of March 31

 

 

 

2004

 

2003

 

JBT

 

$

754

 

$

836

 

JBI

 

378

 

253

 

DCS

 

301

 

224

 

Other (includes corporate)

 

(79

)

 

Total

 

$

1,354

 

$

1,313

 

 

 

 

Operating Revenues

 

 

 

For The Three Months Ended March 31

 

 

 

2004

 

2003

 

JBT

 

$

210

 

$

199

 

JBI

 

242

 

214

 

DCS

 

170

 

162

 

Subtotal

 

622

 

575

 

Inter-segment eliminations

 

(4

)

(4

)

Total

 

$

618

 

$

571

 

 

9



 

 

 

Operating Income

 

 

 

For The Three Months Ended March 31

 

 

 

2004

 

2003

 

JBT

 

$

14.7

 

$

1.3

 

JBI

 

29.1

 

18.9

 

DCS

 

14.3

 

3.7

 

Other (includes corporate)

 

.1

 

 

Total

 

$

58.2

 

$

23.9

 

 

 

 

Depreciation and Amortization Expense

 

 

 

For The Three Months Ended March 31

 

 

 

2004

 

2003

 

JBT

 

$

16

 

$

17

 

JBI

 

5

 

5

 

DCS

 

13

 

12

 

Other (includes corporate)

 

3

 

3

 

Total

 

$

37

 

$

38

 

 

10



 

INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

 

The Board of Directors

J.B. Hunt Transport Services, Inc.:

 

We have reviewed the accompanying condensed consolidated balance sheet of J.B. Hunt Transport Services, Inc. and subsidiaries as of March 31, 2004, and the related condensed consolidated statements of earnings for the three-month periods ended March 31, 2004 and 2003, and the condensed consolidated statements of cash flows for the three-month periods ended March 31, 2004 and 2003.  These condensed consolidated financial statements are the responsibility of the Company’s management.

 

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants.  A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.

 

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

 

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of J.B. Hunt Transport Services, Inc. and subsidiaries as of December 31, 2003, and the related consolidated statements of earnings, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated January 30, 2004, we expressed an unqualified opinion on those consolidated financial statements.  In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2003, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

 

 

/s/ KPMG LLP

 

 

 

Tulsa, Oklahoma

April 14, 2004

 

11



 

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

You should refer to the attached interim condensed consolidated financial statements and related notes and also to our annual report (Form 10-K) for the year ended December 31, 2003 as you read the following discussion.  We may make statements in this report, and in documents we incorporate by reference, that reflect our current expectation regarding future results of operations, performance and achievements.  These are “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995, and are based on our belief or interpretation of information currently available.  You should realize there are many risks and uncertainties that could cause actual results to differ materially from those described.  Some of the factors and events that are not within our control and could have a significant impact on future operating results are general economic conditions, cost and availability of diesel fuel, adverse weather conditions, competitive rate fluctuations, availability of drivers, and audits or tax assessments of various federal, state or local taxing authorities, including the Internal Revenue Service.  You should also refer to Item 7 of our annual report (Form 10-K) for the year ended December 31, 2003, for additional information on risk factors and other events that are not within our control.  Current and future changes in fuel prices could result in significant fluctuations of quarterly earnings.  Our future financial and operating results may fluctuate as a result of these and other risk factors as described from time to time in our filings with the Securities and Exchange Commission.

 

GENERAL

 

We are one of the largest full-load transportation companies in North America.  We operate three distinct, but complementary, business segments and provide a wide range of general and specifically tailored freight and logistics services to our customers.  We generate revenues primarily from the actual movement of freight from shippers to consignees and from serving as a logistics provider by offering or arranging for others to provide the transportation service.  We account for our business on a calendar year basis with our full year ending on December 31 and our quarterly reporting periods ending on March 31, June 30 and September 30.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that impact the amounts reported in our consolidated financial statements and accompanying notes.  Therefore, the reported amounts of assets, liabilities, revenues, expenses and associated disclosures of contingent assets and liabilities are affected by these estimates.  We evaluate these estimates on an ongoing basis, utilizing historical experience, consultation with experts and other methods considered reasonable in the particular circumstances.  Nevertheless, actual results may differ significantly from our estimates.  Any effects on our business, financial position or results of operations resulting from revisions to these estimates are recognized in the accounting period in which the facts that give rise to the revision become known.

 

We consider our critical accounting policies and estimates to be those that require us to make more significant judgments and estimates when we prepare our financial statements and include the following:

 

Workers’ Compensation and Accident Costs

 

We purchase insurance coverage for a portion of expenses related to employee injuries (workers’ compensation), vehicular collisions and accidents and cargo claims.  Most insurance arrangements include a level of self-insurance (deductible) coverage applicable to each claim, but provide an umbrella policy to limit our exposure to catastrophic claim costs that are completely insured.  The amounts of self-insurance

 

12



 

change from time to time based on certain measurement dates and policy expiration dates.  During 2003, we were self-insured for a portion of our claims exposure resulting from cargo loss, personal injury, property damage, workers’ compensation and health claims for amounts up to the first $1.5 million of each claim.  In January 2004, we changed our level of self-insurance to $2 million for auto accidents and $1 million for workers’ compensation.

 

Our claims accrual policy for all self-insured claims is to recognize a liability at the time of the incident based on our analysis of the nature and severity of the claims, analyses provided by third-party claims administrators, as well as legal, economic and regulatory factors.  Our safety and claims personnel work directly with representatives from the insurance companies to continually update the estimated cost of each claim.  The ultimate cost of a claim develops over time as additional information regarding the nature, timing and extent of damages claimed becomes available.  Accordingly, we use an actuarial method to develop current claim information to derive an estimate of our ultimate claim liability.  This process involves the use of loss-development factors based on our historical claims experience.  In doing so, the recorded ultimate liability considers future claims growth and provides an allowance for incurred-but-not-reported claims.  We do not discount our estimated losses.  We are also substantially self-insured for loss of and damage to our owned and leased revenue equipment.  At March 31, 2004, we had approximately $9 million of estimated net claims payable.  In addition, we are required to pay certain advanced deposits and monthly premiums.  At March 31, 2004, we had a prepaid insurance asset of approximately $42 million, which represented pre-funded claims and premiums.

 

Revenue Equipment

 

We operate a significant number of tractors, trailers and containers in connection with our business.  This equipment may be purchased or acquired under capital or operating lease agreements.  In addition, we may rent revenue equipment from third parties and various railroads under short-term rental arrangements.  Revenue equipment which is purchased is depreciated on the straight-line method over the estimated useful life down to an estimated salvage or trade-in value.  Equipment acquired under capital leases is initially recorded at the net present value of the minimum lease payments and amortized on the straight-line method over the lease term or the estimated useful life, whichever is shorter.

 

We have an agreement with our primary tractor supplier for guaranteed residual or trade-in values for certain new equipment acquired since 1999.  During the fourth quarter of 2003, we reviewed the useful lives and salvage values of our tractor fleet.  We have utilized the guaranteed trade-in values as well as other operational information, such as anticipated annual miles, in accounting for purchased and leased tractors.  If our tractor supplier was unable to perform under the terms of our agreement for guaranteed trade-in values, it could have a materially negative impact on our financial results.

 

Revenue Recognition

 

We recognize revenue based on the relative transit time of the freight transported.  Accordingly, a portion of the total revenue which will be billed to the customer once a load is delivered is recognized in each reporting period based on the percentage of the freight pickup and delivery service that has been completed at the end of the reporting period.

 

Segments

 

We operated three segments during the first quarter of 2004 and 2003.  The operation of each of these businesses is described in footnote (11) of our annual report (Form 10-K) for the year ended December 31, 2003.

 

13



 

RESULTS OF OPERATIONS

 

Summary of Operating Segments Results

For The Three Months Ended March 31

(dollars in millions)

 

 

 

Operating Revenue

 

Operating Income

 

 

 

2004

 

2003

 

% Change

 

2004

 

2003

 

JBT

 

$

210

 

$

199

 

6

%

$

14.7

 

$

1.3

 

JBI

 

242

 

214

 

13

 

29.1

 

18.9

 

DCS

 

170

 

162

 

5

 

14.3

 

3.7

 

Other

 

 

 

 

.1

 

 

Subtotal

 

622

 

575

 

8

%

58.2

 

23.9

 

Inter-segment eliminations

 

(4

)

(4

)

 

 

 

Total

 

$

618

 

$

571

 

8

%

$

58.2

 

$

23.9

 

 
Overview
 

Our total consolidated operating revenue for the first quarter of 2004 was $618 million, an increase of approximately 8% over the $571 million in the first quarter of 2003.  Fuel surcharge revenue does not have a significant impact on this comparison.  The amount of fuel surcharge revenue billed in the current quarter was approximately equal to the amount billed in the first quarter of 2003.

 

JBT segment revenue totaled $210 million for the first quarter of 2004, an increase of 6% over the $199 million in the first quarter of 2003.  If the amount of fuel surcharge revenue was excluded from both the 2004 and 2003 periods, segment revenue would have increased 4%.  This 4% increase in revenue was primarily a result of an approximate 6% increase in revenue per loaded mile, exclusive of fuel surcharges, partly offset by a 3% decrease in the size of the tractor fleet.  Segment load count increased 2% in 2004, which also helped account for revenue growth.  The increase in revenue per loaded mile, excluding fuel surcharges, significantly contributed to the improvement in operating income of the JBT segment.  The higher revenue per mile was primarily a result of our yield management activities.  In addition, significantly lower accident, workers’ compensation and bad debt costs in 2004 contributed to the improvement in segment operating income.  JBT operating income for the first quarter of 2004 was $14.7 million, compared with $1.3 million in 2003.  The operating ratio of the JBT segment was 93.0% in 2004 and 99.3% in 2003.

 

JBI segment revenue increased 13%, to $242 million during the first quarter of 2004, compared with $214 million in 2003.  If the amount of fuel surcharge revenue was excluded from both the 2004 and 2003 periods, the increase in JBI revenue would still have been 13%.  The increase in revenue was primarily due to an approximate 13% increase in load volume.  Operating revenue per load in 2004 increased about 1.5% over the comparable period of 2003.  Operating income of the JBI segment rose to $29.1 million in the first quarter of 2004, compared with $18.9 million in 2003.  The operating ratio of the JBI segment was 88.0% in 2004 and 91.2% in 2003.  In addition to higher volumes, 2004 operating income was enhanced by lower maintenance costs and improved utilization of revenue equipment.

 

DCS segment revenue grew 5%, to $170 million in 2004, from $162 million in 2003.  If fuel surcharge revenue was excluded from both the 2004 and 2003 periods, the increase in DCS revenue would still have been 5%.  This increase in DCS segment revenue was driven by an 7% increase in net revenue per tractor, excluding fuel surcharge, partly offset by a 3% decrease in the average size of the tractor fleet.  Operating income of our DCS segment climbed to $14.3 million in 2004, from $3.7 million in 2003.  The DCS operating ratio was 91.6% in 2004 and 97.7% in 2003.  Improvements in operating income were driven by

 

14



 

better tractor utilization, improved productivity and pricing, reduced accident and workers’ compensation expenses and lower start-up costs associated with new business.

 

The following table sets forth items in our Condensed Consolidated Statements of Earnings as a percentage of operating revenues and the percentage increase or decrease of those items as compared with the prior period.

 

 

 

Three Months Ended March 31

 

 

 

Percentage of
Operating Revenues

 

Percentage Change
Between Quarters

 

 

 

2004

 

2003

 

2004 vs. 2003

 

Operating revenues

 

100.0

%

100.0

%

8.1

%

Operating expenses

 

 

 

 

 

 

 

Salaries, wages and employee benefits

 

30.8

%

33.5

%

(0.6

)%

Rents and purchased transportation

 

33.0

 

32.2

 

10.7

 

Fuel and fuel taxes

 

10.3

 

11.4

 

(2.4

)

Depreciation and amortization

 

6.0

 

6.6

 

(1.3

)

Operating supplies and expenses

 

4.6

 

5.2

 

(3.4

)

Insurance and claims

 

2.1

 

3.1

 

(25.3

)

Operating taxes and licenses

 

1.4

 

1.4

 

5.6

 

General and administrative expenses, net of gains

 

1.4

 

1.4

 

9.5

 

Communication and utilities

 

1.0

 

1.0

 

(2.3

)

Total operating expenses

 

90.6

 

95.8

 

2.2

 

Operating income

 

9.4

 

4.2

 

144.0

 

Interest expense

 

(0.4

)

(0.9

)

(56.9

)

Equity in loss of associated companies

 

(0.1

)

(0.1

)

10.9

 

Earnings before income taxes

 

8.9

 

3.2

 

207.4

 

Income taxes

 

3.6

 

1.2

 

227.6

 

Net earnings

 

5.3

%

2.0

%

195.0

%

 

Consolidated Operating Expenses
 

Total operating expenses during the first quarter of 2004 increased 2.2% over the comparable period of 2003.  Salaries, wages and employee benefits expense declined 0.6% in 2004 and decreased to 30.8% of operating revenues in 2004 from 33.5% in 2003.  A portion of this decline in salaries and wages was a result of our implementation of an accountable expense reimbursement plan (driver per diem plan) for certain drivers during the first quarter of 2003.  This plan reduces certain costs which are classified in the salary, wages and employee benefits expense category, but is partly offset by higher effective income tax rates.  In addition, significantly lower workers’ compensation costs and a reduction in the number of company drivers in 2004 also impacted this comparison.  Rents and purchased transportation costs rose 10.7% in 2004, primarily related to additional funds paid to railroads and drayage companies, related to our JBI business growth, and to the expansion of our independent contractor fleet.

 

The 2.4% decline in fuel and fuel taxes was partly a result of fuel prices averaging about 2% lower in 2004 and slightly lower miles run by company tractors.  Operating supplies and expenses declined 3.4%, partly due to the reduced amount of outsourced tractor and trailing equipment maintenance work.  The 25.3% decrease in insurance and claims expense represented a tremendous improvement in our accident and safety areas.  We have focused on creating a culture that puts safety first in everything we do.  The 9.5% increase in general and administrative expenses was primarily a result of increased driver advertising and recruiting costs and a loss on the disposition of certain non-operating assets, partly offset by lower bad debt expense.  Our net interest expense declined substantially in 2004 due to significantly reduced debt levels.

 

15



 

We increased our effective income tax rate to 40.5% in 2004 from 38.0% in 2003.  This increase was partly a result of a new accountable expense reimbursement plan which was implemented in February 2003.  The increase was also due to the suspension, during the fourth quarter of 2003, of recording certain non-cash tax benefits associated with the sale and leaseback transactions.

 

The equity in loss of associated company item on our consolidated statement of earnings reflects our share of the operating results for Transplace, Inc. (TPI).

 

Liquidity and Capital Resources

 

Cash Flow

 

We typically generate significant amounts of cash from operating activities.  Net cash provided by operating activities totaled $70 million during the first three months of 2004, compared with $42 million for the same period of 2003.  The significant increase in operating cash flows in 2004, relative to 2003, resulted from an increase in net earnings and deferred income taxes. A small increase in our 2004 accounts receivable aging used operating cash, but represented a significant improvement from the comparable period of 2003. A reduction in our 2004 accounts payable also consumed operating cash. Net cash used in investing activities was $70 million in 2004, compared with $31 million 2003.  This change was primarily a result of increased capital spending for revenue equipment. Net cash of approximately $26 million was used in financing activities during the first three months of 2004, compared with $7 million used in 2003.

 

Selected Balance Sheet Data

 

 

 

As of

 

 

 

March 31, 2004

 

December 31, 2003

 

March 31, 2003

 

Working capital ratio

 

1.05

 

.99

 

1.42

 

Current maturities of long-term debt and current installments of obligations under capital leases (millions)

 

$

145

 

$

172

 

$

120

 

Total debt and obligations under capital leases (millions)

 

$

145

 

$

172

 

$

336

 

Total debt to equity

 

.20

 

.24

 

.56

 

Total debt as a ratio to total capital

 

.16

 

.20

 

.36

 

 

Our current working capital ratio reflects the fact that all of our debt and obligations under capital leases are current as of March 31, 2004.  We currently plan to pay off all of our debt obligations as they mature later this year and also anticipate purchasing the tractors currently on capital lease as those leases come due this year.

 

Liquidity
 

Our need for capital typically has resulted from the acquisition of revenue equipment to support growth and the replacement of older tractors and trailing equipment with new, late model equipment.  We are frequently able to accelerate or postpone some equipment replacements depending on market conditions.  In the past we have obtained capital through public stock offerings, debt financing, revolving lines of credit and cash generated from operations.  We have also utilized capital and operating leases, from time to time, to acquire revenue equipment.  Equipment acquired under capital leases is initially recorded at the net present value of the minimum lease payments.  We have an agreement with our primary tractor supplier for guaranteed residual or trade-in values for certain equipment on capitalized leases.  We have utilized these values in accounting for these capitalized leases.  To date, none of our operating leases contain any guaranteed residual value clauses.

 

16



 

Net capital expenditures were $70 million during the first three months of 2004 compared with $32 million for the same period of 2003.  We are currently committed to purchase approximately $121 million of revenue equipment, net of expected proceeds from sale or trade-in allowances.

 

We are authorized to borrow up to $150 million under our current revolving line of credit and had no balances outstanding on this line at March 31, 2004.  This line of credit expires on November 14, 2005.  We believe that our liquid assets, cash generated from operations and revolving line of credit will provide sufficient funds for our operating and capital requirements for the foreseeable future.

 

 

 

Contractual Cash Obligations
As of March 31, 2004
Amounts Due by Period
(dollars in millions)

 

 

 

Total

 

One Year
Or Less

 

One To
Three Years

 

Four To
Five Years

 

After
Five Years

 

Operating leases

 

$

199

 

$

67

 

$

88

 

$

40

 

$

4

 

Capital leases

 

40

 

40

 

 

—-

 

 

Senior and subordinated notes payable

 

105

 

105

 

 

 

 

Subtotal

 

$

344

 

212

 

$

88

 

$

40

 

$

4

 

Commitments to acquire revenue equipment

 

121

 

121

 

 

 

 

Total

 

$

465

 

$

333

 

$

88

 

$

40

 

$

4

 

 

 

 

Financing Commitments Expiring By Period
As of March 31, 2004
(dollars in millions)

 

 

 

Total

 

One Year
Or Less

 

One To
Three Years

 

Four To
Five Years

 

After
Five Years

 

Revolving credit arrangements

 

$

150

 

 

$

150

 

 

 

Standby letters of credit

 

20

 

20

 

 

 

 

Total

 

$

170

 

$

20

 

$

150

 

 

 

 

Risk Factors

 

You should refer to Item 7 of our annual report (Form 10-K) for the year ended December 31, 2003, under the caption “Risk Factors” for specific details on the following factors and events that are not within our control and could affect our financial results.

 

                  Our business is subject to general economic and business factors that are largely out of our control, any of which could have a materially adverse effect on our results of operations.

 

                  We operate in a highly competitive and fragmented industry.  Numerous factors could impair our ability to maintain our current profitability and to compete with other carriers.

 

                  We derive a significant portion of our revenue from a few major customers, the loss of one or more of which could have a materially adverse effect on our business.

 

17



 

                  We depend on third parties in the operation of our business.

 

                  Difficulty in attracting drivers could affect our profitability and ability to grow.

 

                  Ongoing insurance and claims expenses could significantly reduce our earnings.

 

                  Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties.

 

                  We operate in a highly regulated industry, and increased direct and indirect costs of compliance with, or liability for violation of, existing or future regulations could have a materially adverse effect on our business.

 

                  We have a $13.6 million note receivable from Transportacion Maritima Mexicana (TMM) related to the sale of our share of a Mexican joint venture.

 

                  The Internal Revenue Service (IRS) has proposed to disallow the tax benefits associated with certain sale- and-leaseback transactions.

 

In 1999, we entered into a series of transactions effecting a sale and leaseback of a portion of our Intermodal container and chassis fleet for a selling price of approximately $175 million.  This transaction was examined by the IRS in an audit of our 1998 and 1999 income tax returns.  We have received an IRS Notice of Proposed Assessment, which disallows the tax benefits associated with these transactions, and as a result, we have filed an appeal in the matter.  We have not yet been contacted by the IRS Appeals Division to schedule a hearing to resolve this issue.  If a resolution of the matter cannot be reached in the appeals process, the IRS will forward a 90-day letter, also known as a Notice of Deficiency.  A resolution of the dispute could occur at any point in the administrative process or could extend through a trial and court appeals.  If we are unsuccessful in defending this transaction, we could owe additional taxes and interest.  We estimate our maximum earnings exposure to be $32 million, which represents the tax benefits realized through December 31, 2002, plus estimated accrued interest though March 31, 2004.  This exposure would result if the IRS succeeded in disallowing 100% of the tax benefits from this transaction.

 

Impact of Recently Issued Accounting Pronouncements
 

3.                                      Recently Issued Accounting Standards

 

In December 2003, the FASB issued FASB Interpretation No. 46R, Consolidation of Variable Interest Entities (FIN 46R), which addresses the consolidation of variable interest entities.  FIN 46R is applicable to variable interest entities or potential variable interest entities commonly referred to as special purpose entities by the end of the first reporting period ending after December 15, 2003. FIN 46R had no impact on our consolidated financial statements at March 31, 2004.

 

18



 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Our earnings are affected by changes in short-term interest rates as a result of our use of short-term revolving lines of credit.  From time to time we utilize interest rate swaps to mitigate the effects of interest rate changes;  none were outstanding at March 31, 2004.  Risk can be estimated by measuring the impact of a near-term adverse movement of 10% in short-term market interest rates.  If short-term market interest rates average 10% more during the next twelve months, there would be no material adverse impact on our results of operations based on variable rate debt outstanding at March 31, 2004.  At March 31, 2004, the fair value of our fixed rate long-term obligations approximated carrying value.

 

Although we conduct business in foreign countries, international operations are not material to our consolidated financial position, results of operations or cash flows.  Additionally, foreign currency transaction gains and losses were not material to our results of operations for the three months ended March 31, 2004.  Accordingly, we are not currently subject to material foreign currency exchange rate risks from the effects that exchange rate movements of foreign currencies would have on our future costs or on future cash flows we would receive from its foreign investment.  To date, we have not entered into any foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuation in foreign currency exchange rates.

 

ITEM 4.  CONTROLS AND PROCEDURES

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our internal controls and disclosure controls.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2004, in alerting them on a timely basis to material information required to be disclosed by us in our periodic reports to the Securities and Exchange Commission.

 

Since our most recent review of internal controls systems and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect these controls.

 

19



 

PART II

OTHER INFORMATION

 

Item 1.           Legal Proceedings

None applicable.

 

Item 2.           Changes in Securities

None applicable.

 

Item 3.           Defaults Upon Senior Securities

None applicable.

 

Item 4.           Submission of Matters to a Vote of Security Holders

Our annual meeting of stockholders was held on April 22, 2004.  Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934.  Our board of directors is divided into three classes, one of which stands for election each year.  The Class III directors include John A. Cooper, Jr., Wayne Garrison and Bryan Hunt, and were reelected at the Shareholders’ Meeting to a term that lasts until 2007.  The term of the Class I directors, Johnelle D. Hunt, Kirk Thompson, Leland E. Tollett and John A. White, continues until 2005.  The term of the Class II directors, Gene George, Thomas L. Hardeman, J.B. Hunt and James L. Robo, will continue until 2006.  Only the Class III directors were elected at this Shareholders’ Meeting.  The vote tabulations regarding the election of the Class III directors are indicated below:

 

 

 

Votes

 

 

 

For

 

Against

 

Abstained

 

1.To elect three Class III Directors for a term of three years each.

 

71,805,336

 

0

 

3,690,315

 

 

 

 

 

 

 

 

 

2. To ratify the appointment of KPMG LLP as our independent public accountants for the next fiscal year.

 

73,020,230

 

2,450,751

 

24,670

 

 

There was no solicitation in opposition to our nominees for Directors as listed in the proxy statement and each nominee was elected by greater than ninety-five percent of the shares voted.  No additional business or other matters came before the meeting or any adjournment thereof.

 

Item 5.           Other Information

We announced on April 22, 2004 that our Board of Directors re-initiated a quarterly cash dividend payable on May 20, 2004, to stockholders of record as of May 6, 2004.

 

Item 6.           Exhibits and Reports on Form 8-K

 

a)                Exhibits

15          Awareness letter related to Independent Accountants’ Review Report

 

31.1                         Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

31.2                         Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32                                 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

b)               Reports on Form 8-K

On April 14, 2004 we filed a current report on Form 8-K announcing our financial results for the first quarter ended March 31, 2004.

 

20



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in the city of Lowell, Arkansas, on the 7th day of May, 2004.

 

 

J.B. HUNT TRANSPORT SERVICES, INC.

 

 

(Registrant)

 

 

 

 

 

 

BY:

/s/ Kirk Thompson

 

 

 

Kirk Thompson

 

 

President and Chief Executive Officer

 

 

 

 

BY:

/s/ Jerry W. Walton

 

 

 

Jerry W. Walton

 

 

Executive Vice President, Finance and

 

 

Administration,

 

 

Chief Financial Officer

 

 

 

 

BY:

/s/ Donald G. Cope

 

 

 

Donald G. Cope

 

 

Senior Vice President, Controller,

 

 

Chief Accounting Officer

 

21



 

INDEX TO EXHIBITS

 

J.B Hunt Transport Services, Inc.

 

Exhibit
Number

 

Exhibit

 

 

 

15

 

Awareness letter related to Independent Accountants’ Review Report

 

 

 

31.1

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

31.2

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

22