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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 June 30, 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 June 30, 2004 was 80,758,964.

 

 



 

J.B. HUNT TRANSPORT SERVICES, INC.

 

Form 10-Q

For The Quarter Ended June 30, 2004

Table of Contents

 

Part I. Financial Information

 

 

 

Item 1.

Consolidated Financial Statements

 

 

 

 

 

Condensed Consolidated Statements of Earnings for the Three and Six Months Ended June 30, 2004 and 2003.

 

 

 

 

 

Condensed Consolidated Balance Sheets as of June 30, 2004 and December 31, 2003

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2004 and 2003

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements as of June 30, 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 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
June 30

 

Six Months Ended
June 30

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Operating revenues

 

$

679,036

 

$

599,866

 

$

1,296,735

 

$

1,171,079

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

Salaries, wages and employee benefits

 

207,487

 

195,551

 

397,451

 

386,637

 

Rents and purchased transportation

 

221,642

 

194,017

 

425,350

 

378,099

 

Fuel and fuel taxes

 

66,626

 

54,291

 

130,481

 

119,692

 

Depreciation and amortization

 

36,730

 

37,273

 

73,775

 

74,810

 

Operating supplies and expenses

 

31,079

 

30,014

 

59,800

 

59,730

 

Insurance and claims

 

15,369

 

17,746

 

28,393

 

35,191

 

Operating taxes and licenses

 

8,763

 

8,142

 

17,488

 

16,402

 

General and administrative expenses, net of gains and losses

 

6,477

 

10,388

 

15,048

 

18,212

 

Communication and utilities

 

5,689

 

6,004

 

11,558

 

12,007

 

Total operating expenses

 

599,862

 

553,426

 

1,159,344

 

1,100,780

 

Operating income

 

79,174

 

46,440

 

137,391

 

70,299

 

Interest expense

 

(1,580

)

(5,279

)

(3,909

)

(10,686

)

Equity in loss of associated company

 

(914

)

(154

)

(1,383

)

(577

)

Earnings before income taxes

 

76,680

 

41,007

 

132,099

 

59,036

 

Income taxes

 

31,055

 

15,878

 

53,500

 

22,729

 

Net earnings

 

$

45,625

 

$

25,129

 

$

78,599

 

$

36,307

 

 

 

 

 

 

 

 

 

 

 

Average basic shares outstanding

 

80,497

 

79,026

 

80,331

 

78,854

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.57

 

$

0.32

 

$

0.98

 

$

0.46

 

 

 

 

 

 

 

 

 

 

 

Average diluted shares outstanding

 

83,206

 

81,314

 

83,085

 

80,946

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

0.55

 

$

0.31

 

$

0.95

 

$

0.45

 

 

See accompanying notes to condensed consolidated financial statements.

 

3



 

J.B. HUNT TRANSPORT SERVICES, INC.

 

Condensed Consolidated Balance Sheets

(in thousands)

 

 

 

June 30, 2004

 

December 31, 2003

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

41,686

 

$

61,229

 

Accounts receivable

 

276,022

 

256,032

 

Prepaid expenses and other

 

70,853

 

105,743

 

Total current assets

 

388,561

 

423,004

 

Property and equipment

 

1,366,805

 

1,345,521

 

Less accumulated depreciation

 

401,730

 

460,556

 

Net property and equipment

 

965,075

 

884,965

 

Other assets

 

37,665

 

39,102

 

 

 

$

1,391,301

 

$

1,347,071

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current maturities of long-term debt

 

$

104,981

 

$

104,933

 

Current installments of obligations under capital leases

 

21,601

 

66,844

 

Trade accounts payable

 

127,514

 

158,886

 

Claims accruals

 

9,224

 

7,775

 

Accrued payroll

 

57,044

 

51,235

 

Other accrued expenses

 

8,604

 

12,478

 

Deferred income taxes

 

31,922

 

23,499

 

Total current liabilities

 

360,890

 

425,650

 

Other long-term liabilities

 

6,564

 

4,291

 

Deferred income taxes

 

239,966

 

213,994

 

Stockholders’ equity

 

783,881

 

703,136

 

 

 

$

1,391,301

 

$

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)

 

 

 

Six Months Ended June 30

 

 

 

2004

 

2003

 

Cash flows from operating activities:

 

 

 

 

 

Net earnings

 

$

78,599

 

$

36,307

 

Adjustments to reconcile net earnings to net cash provided by  (used in) operating activities:

 

 

 

 

 

Depreciation and amortization

 

73,775

 

74,810

 

Loss on sale of revenue equipment

 

251

 

1,041

 

Deferred income taxes

 

32,667

 

10,772

 

Equity in loss (earnings) of associated company

 

1,383

 

577

 

Tax benefit of stock options exercised

 

8,864

 

2,543

 

Amortization of discount, net

 

48

 

62

 

Changes in operating assets and liabilities:

 

 

 

 

 

Trade accounts receivable

 

(19,990

)

(20,519

)

Other assets

 

34,890

 

46,738

 

Trade accounts payable

 

(31,372

)

(16,480

)

Claims accruals

 

1,449

 

9,984

 

Accrued payroll and other accrued expenses

 

5,937

 

(7,028

)

Net cash provided by operating activities

 

186,501

 

138,807

 

Cash flows from investing activities:

 

 

 

 

 

Additions to property and revenue equipment

 

(262,723

)

(125,227

)

Proceeds from sale of revenue equipment

 

108,587

 

45,184

 

Decrease in other assets

 

54

 

788

 

Net cash used in investing activities

 

(154,082

)

(79,255

)

Cash flows from financing activities:

 

 

 

 

 

Principal payments under capital lease obligations

 

(45,243

)

(14,790

)

Re-issuance (acquisition) of treasury stock

 

(4,305

)

2,943

 

Dividends paid

 

(2,414

)

0

 

Net cash used in financing activities

 

(51,962

)

(11,847

)

Net change in cash and cash equivalents

 

(19,543

)

47,705

 

Cash and cash equivalents at beginning of period

 

61,229

 

80,628

 

Cash and cash equivalents at end of period

 

$

41,686

 

$

128,333

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

Interest

 

$

3,916

 

$

10,640

 

Income taxes

 

11,969

 

3,419

 

 

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.

 

6



 

 

 

Three Months Ended June 30

 

Six Months Ended June 30

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Net earnings as reported (in thousands)

 

$

45,625

 

$

25,129

 

$

78,599

 

$

36,307

 

 

 

 

 

 

 

 

 

 

 

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

 

1,269

 

1,154

 

2,514

 

2,306

 

Pro forma

 

$

44,356

 

$

23,975

 

$

76,085

 

$

34,001

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As reported

 

$

0.57

 

$

0.32

 

$

0.98

 

$

0.46

 

 

 

 

 

 

 

 

 

 

 

Pro forma

 

$

0.55

 

$

0.30

 

$

0.95

 

$

0.43

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As reported

 

$

0.55

 

$

0.31

 

$

0.95

 

$

0.45

 

 

 

 

 

 

 

 

 

 

 

Pro forma

 

$

0.53

 

$

0.29

 

$

0.92

 

$

0.42

 

 

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.                 Long-Term Debt

 

Long-term debt consists of (in thousands):

 

 

 

June 30, 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

 

(104,981

)

(104,933

)

 

 

 

 

 

 

Unamortized discount

 

(19

)

(67

)

 

 

$

 

$

 

 

7



 

4.                                      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 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

 

82,500

 

28.88

 

 

 

Exercised

 

(1,045,148

)

8.62

 

 

 

Terminated

 

(18,600

)

20.78

 

 

 

 

 

 

 

 

 

 

 

Outstanding at June 30, 2004

 

6,904,309

 

$

11.17

 

1,111,237

 

 

We announced on April 22, 2004 that our Board of Directors had re-initiated a quarterly cash dividend. 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.  On July 22, 2004 our Board of Directors declared a quarterly cash dividend of $.03 per common share, payable on August 20, 2004 to stockholders of record as of August 2, 2004.

 

5.                 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 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 June 30

 

Six Months Ended June 30

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

45,625

 

$

25,129

 

$

78,599

 

$

36,307

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

80,497

 

79,026

 

80,331

 

78,854

 

 

 

 

 

 

 

 

 

 

 

Dilutive effect of stock options

 

2,709

 

2,288

 

2,754

 

2,092

 

 

 

 

 

 

 

 

 

 

 

Diluted weighted average shares outstanding

 

83,206

 

81,314

 

83,085

 

80,946

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.57

 

$

0.32

 

$

0.98

 

$

0.46

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

0.55

 

$

0.31

 

$

0.95

 

$

0.45

 

 

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:

 

8



 

 

 

Three Months Ended June 30

 

Six Months Ended June 30

 

 

 

2004

 

2003

 

2004

 

2003

 

Number of shares under option

 

13,000

 

100,000

 

28,000

 

100,000

 

 

 

 

 

 

 

 

 

 

 

Range of exercise price

 

$

33.62

 

$17.28- $19.05

 

$31.63 - $33.62

 

$17.28 - $19.05

 

 

6.                 Comprehensive Income

 

Comprehensive income consists of net earnings and foreign currency translation adjustments.  During the three and six months ended June 30, 2004 and 2003, comprehensive income was equal to net earnings.

 

7.                 Income Taxes

 

The effective income tax rates for the three and six month periods ended June 30, 2004, were 40.5%.  The effective income tax rates were 38.7% and 38.5% for the three and six month periods ending June 30, 2003, 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 our increased level of earnings and the suspension, during the fourth quarter of 2003, of recording 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 $33 million, which represents the tax benefits realized through December 31, 2002, plus estimated accrued interest through June 30, 2004.  This exposure would result if the IRS succeeded in disallowing 100% of the tax benefits from this transaction.

 

8.                 Business Segments

 

We operated three distinct business segments during the six months ended June 30, 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 June 30

 

 

 

2004

 

2003

 

JBT

 

$

740

 

$

797

 

JBI

 

406

 

283

 

DCS

 

324

 

247

 

Other (includes corporate)

 

(79

)

11

 

Total

 

$

1,391

 

$

1,338

 

 

9



 

 

 

Operating Revenues

 

 

 

Three Months
Ended June 30

 

Six Months
Ended June 30

 

 

 

2004

 

2003

 

2004

 

2003

 

JBT

 

$

233

 

$

208

 

$

443

 

$

407

 

JBI

 

263

 

227

 

505

 

441

 

DCS

 

187

 

169

 

357

 

331

 

Subtotal

 

683

 

604

 

1,305

 

1,179

 

Inter-segment eliminations

 

(4

)

(4

)

(8

)

(8

)

Total

 

$

679

 

$

600

 

$

1,297

 

$

1,171

 

 

 

 

Operating Income

 

 

 

Three Months
Ended June 30

 

Six Months
Ended June 30

 

 

 

2004

 

2003

 

2004

 

2003

 

JBT

 

$

29.2

 

$

12.4

 

$

43.9

 

$

13.7

 

JBI

 

31.8

 

21.9

 

60.9

 

40.8

 

DCS

 

17.8

 

12.1

 

32.0

 

15.8

 

Other (includes corporate)

 

.4

 

 

.6

 

 

Total

 

$

79.2

 

$

46.4

 

$

137.4

 

$

70.3

 

 

 

 

Depreciation and Amortization Expense

 

 

 

Three Months
Ended June 30

 

Six Months
Ended June 30

 

 

 

2004

 

2003

 

2004

 

2003

 

JBT

 

$

15.0

 

$

16.9

 

$

30.6

 

$

33.6

 

JBI

 

5.5

 

5.0

 

10.9

 

9.9

 

DCS

 

13.6

 

12.6

 

26.8

 

25.6

 

Other (includes corporate)

 

2.6

 

2.8

 

5.5

 

5.7

 

Total

 

$

36.7

 

$

37.3

 

$

73.8

 

$

74.8

 

 

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 June 30, 2004, and the related condensed consolidated statements of earnings for the three-month and six-month periods ended June 30, 2004 and 2003, and the condensed consolidated statements of cash flows for the six month periods ended June 30, 2004 and 2003.  These condensed consolidated financial statements are the responsibility of the Company’s management.

 

We conducted our review in accordance with standards of the Public Company Accounting Oversight Board (United States).  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 conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), 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 standards of the Public Company Accounting Oversight Board (United States), 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

 

July 15, 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:  (i) our analysis of the nature and severity of the claims,  (ii) analyses provided by third-party claims administrators and (iii) 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 June 30, 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 June 30, 2004, we had a prepaid insurance asset of approximately $27 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.  Purchased revenue equipment 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 six months 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

 

Comparison of Second Quarter 2004 to Second Quarter 2003

 

Summary of Operating Segments Results

For The Three Months Ended June 30

(dollars in millions)

 

 

 

Operating Revenue

 

Operating Income

 

 

 

2004

 

2003

 

% Change

 

2004

 

2003

 

JBT

 

$

233

 

$

208

 

12

%

$

29.2

 

$

12.4

 

JBI

 

263

 

227

 

16

 

31.8

 

21.9

 

DCS

 

187

 

169

 

11

 

17.8

 

12.1

 

Other

 

 

 

 

0.4

 

 

Subtotal

 

683

 

604

 

13

%

79.2

 

46.4

 

Inter-segment eliminations

 

(4

)

(4

)

 

 

 

Total

 

$

679

 

$

600

 

13

%

$

79.2

 

$

46.4

 

 

Overview

 

Our total consolidated operating revenue for the second quarter of 2004 was $679 million, an increase of approximately 13% over the $600 million in the second quarter of 2003.  Fuel surcharge revenue had an impact on this comparison.  The amount of fuel surcharge revenue billed in the current quarter was $13.7 million more than the amount billed during the second quarter of 2003.  Excluding fuel surcharges, total operating revenue during the current quarter increased 11% over the comparable period of 2003.

 

JBT segment revenue totaled $233 million for the second quarter of 2004, an increase of 12% over the $208 million in the second quarter of 2003.  If the amount of fuel surcharge revenue was excluded from both the 2004 and 2003 periods, segment revenue would have increased 11%.  This 11% increase in revenue was primarily a result of an approximate 7.7% increase in revenue per loaded mile, exclusive of fuel surcharges. 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 second quarter of 2004 was $29.2 million, compared with $12.4 million in 2003.  The operating ratio of the JBT segment was 87.5% in 2004 and 94.0% in 2003.

 

JBI segment revenue increased 16%, to $263 million during the second quarter of 2004, compared with $227 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 have been 14%.  The increase in revenue was primarily due to an approximate 12% increase in load volume.  Operating revenue per load in 2004 increased about 1.9% over the comparable period of 2003.  Operating income of the JBI segment rose to $31.8 million in the second quarter of 2004, compared with $21.9 million in 2003.  The operating ratio of the JBI segment was 87.9% in 2004 and 90.3% in 2003.  In addition to higher volumes, 2004 operating income was enhanced by lower maintenance costs, lower equipment ownership costs and improved utilization of revenue equipment.

 

DCS segment revenue grew 11%, to $187 million in 2004, from $169 million in 2003.  If fuel surcharge revenue was excluded from both the 2004 and 2003 periods, the increase in DCS revenue would have been 9%.  This increase in DCS segment revenue was driven by a 5% increase in net revenue per tractor, excluding fuel surcharge and a 3% increase in the average size of the tractor fleet.  Operating

 

14



 

income of our DCS segment climbed to $17.8 million in 2004, from $12.1 million in 2003.  The DCS operating ratio was 90.5% in 2004 and 92.9% in 2003.  Improvements in operating income were driven by better tractor utilization, improved productivity and pricing, reduced 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 June 30

 

 

 

Percentage of
Operating Revenues

 

Percentage Change
Between Quarters

 

 

 

2004

 

2003

 

2004 vs. 2003

 

Operating revenues

 

100.0

%

100.0

%

13.2

%

Operating expenses

 

 

 

 

 

 

 

Salaries, wages and employee benefits

 

30.6

%

32.6

%

6.1

%

Rents and purchased transportation

 

32.6

 

32.3

 

14.2

 

Fuel and fuel taxes

 

9.8

 

9.1

 

22.7

 

Depreciation and amortization

 

5.4

 

6.2

 

(1.5

)

Operating supplies and expenses

 

4.6

 

5.0

 

3.6

 

Insurance and claims

 

2.3

 

3.0

 

(13.4

)

Operating taxes and licenses

 

1.3

 

1.4

 

7.6

 

General and administrative expenses, net of gains

 

0.9

 

1.7

 

(37.7

)

Communication and utilities

 

0.8

 

1.0

 

(5.3

)

Total operating expenses

 

88.3

 

92.3

 

8.4

 

Operating income

 

11.7

 

7.7

 

70.5

 

Interest expense

 

(0.3

)

(0.9

)

(70.1

)

Equity in loss of associated companies

 

(0.1

)

 

 

Earnings before income taxes

 

11.3

 

6.8

 

87.0

 

Income taxes

 

4.6

 

2.6

 

95.6

 

Net earnings

 

6.7

%

4.2

%

81.6

%

 

Consolidated Operating Expenses
 

Total operating expenses during the second quarter of 2004 increased 8.4% over the comparable period of 2003.  The total cost of salaries, wages and employee benefits increased 6.1% in 2004.  However, this expense category declined to 30.6% of operating revenues in 2004, from 32.6% in 2003.  While we experienced some increases in certain salary, wage and benefit costs, the primary reasons for this expense category decline as a percentage of revenue were higher revenue per loaded mile, continued growth of Intermodal volume and growth of our independent contractor (IC) fleet.  Rents and purchased transportation costs rose 14.2% in 2004, primarily due to additional funds paid to railroads and drayage companies, related to JBI business growth, and to the continued expansion of our IC fleet.

 

The 22.7% increase in fuel and fuel taxes was primarily a result of fuel prices averaging about 19% higher in 2004 and an approximate 3% lower miles per gallon.  The higher fuel costs in 2004 were substantially recovered through additional fuel surcharges billed to our customers.  While rapid changes in fuel cost per gallon may result in certain timing differences of fuel costs and fuel surcharges between accounting periods, we have been able to recover the majority of our higher 2004 fuel cost per gallon.  The 13.4% decline in insurance and claims expenses was primarily due to reduced claims costs and reflects our continued focus on safety throughout the organization.

 

The significant decline in general and administrative expenses was primarily a result of lower bad

 

15



 

debt expense and professional fees in 2004.  In addition, we experienced a net gain of $1.7 million on asset dispositions in 2004, compared with a net loss of $0.6 million in 2003.  These positive cost trends were partly offset by higher driver recruiting expenditures in 2004.  Net interest expense declined significantly in 2004 due to lower debt levels.  We increased our effective income tax rate to 40.5% in 2004, from 38.7% in 2003, primarily due to our higher level of earnings and 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).

 

Comparison of Six Months Ended June 30, 2004 to Six Months Ended June 30, 2003

 

Summary of Operating Segments Results

For The Six Months Ended June 30

(dollars in millions)

 

 

 

Operating Revenue

 

Operating Income

 

 

 

2004

 

2003

 

% Change

 

2004

 

2003

 

JBT

 

$

443

 

$

407

 

9

%

$

43.9

 

$

13.7

 

JBI

 

505

 

441

 

15

 

60.9

 

40.8

 

DCS

 

357

 

331

 

8

 

32.0

 

15.8

 

Other

 

 

 

 

0.6

 

 

Subtotal

 

1,305

 

1,179

 

11

%

137.4

 

70.3

 

Inter-segment eliminations

 

(8

)

(8

)

 

 

 

Total

 

$

1,297

 

$

1,171

 

11

%

$

137.4

 

$

70.3

 

 

Overview
 

Our total consolidated operating revenue for the six months ended June 30, 2004 was $1,297 million, an increase of approximately 11% over the $1,171 million in the comparable period of 2003.  Fuel surcharge revenue had an impact on this comparison.  The amount of fuel surcharge revenue billed during the six month period ended June 30, 2004, was $14.7 million more than the amount billed during the comparable period in 2003.  Excluding fuel surcharges, total operating revenue during the first half of 2004 increased 10% over 2003.

 

JBT segment revenue totaled $443 million for the six months ended June 30, 2004, an increase of 9% over the $407 million in the comparable period of 2003.  If the amount of fuel surcharge revenue was excluded from both the 2004 and 2003 periods, segment revenue would have increased 8%.  This 8% increase in revenue was primarily a result of an approximate 7.1% increase in revenue per loaded mile, exclusive of fuel surcharges and a 2% increase in company tractor utilization, partly offset by a 2% decrease in the size of the tractor fleet.  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, equipment ownership and bad debt costs in 2004 contributed to the improvement in segment operating income.  JBT operating income for the first half of 2004 was $43.9 million, compared with $13.7 million in 2003.  The operating ratio of the JBT segment was 90.1% in 2004 and 96.6% in 2003.

 

JBI segment revenue increased 15%, to $505 million during the first half of 2004, compared with

 

16



 

$441 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 have been 13%.  The increase in revenue was primarily due to an approximate 12% increase in load volume.  Operating revenue per load in 2004 increased about 1.7% over the comparable period of 2003.  Operating income of the JBI segment rose to $60.9 million in the first half of 2004, compared with $40.8 million in 2003.  The operating ratio of the JBI segment was 87.9% in 2004 and 90.8% in 2003.  In addition to higher volumes, 2004 operating income was enhanced by lower maintenance and equipment ownerships costs, and improved utilization of revenue equipment.

 

DCS segment revenue grew 8%, to $357 million in 2004, from $331 million in 2003.  If fuel surcharge revenue was excluded from both the 2004 and 2003 periods, the increase in DCS revenue would have been 7%.  This increase in DCS segment revenue was driven by a 6% increase in net revenue per tractor, excluding fuel surcharge.  Operating income of our DCS segment climbed to $32.0 million in 2004, from $15.8 million in 2003.  The DCS operating ratio was 91.0% in 2004 and 95.2% in 2003.  Improvements in operating income were driven by 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.

 

 

 

Six Months Ended June 30

 

 

 

Percentage of
Operating Revenues

 

Percentage Change
Between Periods

 

 

 

2004

 

2003

 

2004 vs. 2003

 

Operating revenues

 

100.0

%

100.0

%

10.7

%

Operating expenses

 

 

 

 

 

 

 

Salaries, wages and employee benefits

 

30.7

%

33.0

%

2.8

%

Rents and purchased transportation

 

32.8

 

32.3

 

12.5

 

Fuel and fuel taxes

 

10.0

 

10.2

 

9.0

 

Depreciation and amortization

 

5.7

 

6.4

 

(1.4

)

Operating supplies and expenses

 

4.6

 

5.1

 

0.1

 

Insurance and claims

 

2.2

 

3.0

 

(19.3

)

Operating taxes and licenses

 

1.3

 

1.4

 

6.6

 

General and administrative expenses, net of gains

 

1.2

 

1.6

 

(17.4

)

Communication and utilities

 

0.9

 

1.0

 

(3.7

)

Total operating expenses

 

89.4

 

94.0

 

5.3

 

Operating income

 

10.6

 

6.0

 

95.4

 

Interest expense

 

(0.3

)

(0.9

)

(63.4

)

Equity in loss of associated companies

 

(0.1

)

(0.1

)

139.7

 

Earnings before income taxes

 

10.2

 

5.0

 

123.8

 

Income taxes

 

4.1

 

1.9

 

135.4

 

Net earnings

 

6.1

%

3.1

%

116.5

%

 

Consolidated Operating Expenses
 

Total operating expenses during the six month period ended June 30, 2004 increased 5.3% over the comparable period of 2003.  The total cost of salaries, wages and employee benefits increased 2.8% in 2004.  However, this expense category declined to 30.7% of operating revenues in 2004, from 33.0% in 2003.  While we experienced some increases in certain salary, wages and benefits costs during the first half of 2004, the primary reasons for this expense category decline as a percentage of revenue were higher revenue

 

17



 

per loaded mile, continued growth of Intermodal volume and growth of our IC fleet.  Rents and purchased transportation costs rose 12.5% in 2004, primarily due to additional funds paid to railroads and drayage companies, related to JBI business growth, and to the continued expansion of our IC fleet.

 

The 9.0% increase in fuel and fuel taxes was primarily a result of fuel prices averaging about 8% higher in 2004 and a slight decline in miles per gallon.  The higher fuel costs in 2004 were substantially recovered through additional fuel surcharges billed to our customers.  While rapid changes in fuel cost per gallon may result in certain timing differences of fuel costs and fuel surcharges between accounting periods, we have been able to recover the majority of our higher 2004 fuel costs per gallon.  The 19.3% decline in insurance and claims expenses was primarily due to reduced claims costs and reflects our continued focus on safety throughout the organization.

 

The significant decline in general and administrative expenses was primarily a result of lower bad debt expense and professional fees in 2004.  In addition, we experienced a net loss of $0.3 million on asset dispositions in 2004, compared with a net loss of $1.0 million in 2003.  These positive cost trends were partly offset by higher driver recruiting expenditures in 2004.  Net interest expense declined significantly in 2004 due to lower debt levels.  We increased our effective income tax rate to 40.5% in 2004, from 38.5% in 2003, primarily due to our higher level of earnings and 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 TPI.

 

Liquidity and Capital Resources

 

Cash Flow

 

We typically generate significant amounts of cash from operating activities.  Net cash provided by operating activities totaled $186.5 million during the six month period ended June 30, 2004, compared with $138.8 million for the same period of 2003.

 

The significant increase in 2004 operating cash flows, relative to 2003, resulted from substantially higher net earnings and deferred income taxes.  A reduction in our 2004 accounts payable balance was more pronounced than the comparable period of 2003, and partly offset the higher level of cash provided by operating activities.

 

Net cash used in 2004 investing activities was $154.1 million, compared with $79.3 million in 2003.  This change was primarily a result of increased capital spending for revenue equipment.  Net cash of approximately $52.0 million was used in financing activities during the first half of 2004, compared with $11.8 million in 2003.  Additional cash was used in 2004 to pay off debt, for shares received in lieu of cash in connection with stock option activity and to fund dividends.  We re-initiated payment of a quarterly dividend in May of 2004.

 

18



 

Selected Balance Sheet Data

 

 

 

As of

 

 

 

June 30, 2004

 

December 31, 2003

 

June 30, 2003

 

Working  capital ratio

 

1.08

 

.99

 

1.20

 

 

 

 

 

 

 

 

 

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

 

$

127

 

$

172

 

$

196

 

 

 

 

 

 

 

 

 

Total debt and obligations under capital leases (millions)

 

$

127

 

$

172

 

$

323

 

 

 

 

 

 

 

 

 

Total debt to equity

 

.16

 

.24

 

.51

 

 

 

 

 

 

 

 

 

Total debt as a ratio to total capital

 

.14

 

.20

 

.34

 

 

Our current working capital ratio reflects the fact that all of our debt and obligations under capital leases are current as of June 30, 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.  We expect these funds to be generated from operating activities.

 

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.

 

Net capital expenditures were $154.1 million during the first six months of 2004 compared with $80.0 million for the same period of 2003.  We are currently committed to purchase approximately $112 million of revenue equipment, net of expected proceeds from sales 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 June 30, 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.

 

19



 

 

 

Contractual Cash Obligations
As of June 30, 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

 

$

185

 

$

66

 

$

84

 

$

31

 

$

4

 

Capital leases

 

22

 

22

 

 

 

 

Senior and subordinated notes payable

 

105

 

105

 

 

 

 

Subtotal

 

$

312

 

193

 

$

84

 

$

31

 

$

4

 

Commitments to acquire revenue equipment, net of $52 million of expected proceeds from sales or trade-in allowances

 

112

 

112

 

 

 

 

Total

 

$

424

 

$

305

 

$

84

 

$

31

 

$

4

 

 

 

 

Financing Commitments Expiring By Period
As of June 30, 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.

 

                                          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.

 

20



 

                                          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.  An interest payment on this note was received as scheduled in June 2004.  We agreed to extend the due date of this note and are currently in negotiations with the intent to collect this entire note receivable.

 

                                          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 $33 million, which represents the tax benefits realized through December 31, 2002, plus estimated accrued interest though June 30, 2004.  This exposure would result if the IRS succeeded in disallowing 100% of the tax benefits from this transaction.

 

                                          On July 9, 2004, we announced that the Burlington Northern and Santa Fe railroad (BNSF) had notified us that it was exercising its right to arbitrate the fairness of the division of revenue as provided for in the Joint Service Agreement (JSA).  BNSF provides a significant amount of rail transportation services to our Intermodal business segment.  The JSA is an agreement between BNSF and J.B. Hunt Transport, Inc., which was signed in 1996.  We have also notified BNSF that we intend to utilize the arbitration process to review the division of revenue, as well as to clarify other issues.  On July 7, 2004, the same day that we received the request for arbitration from BNSF, we filed a complaint for declaratory judgment in an Arkansas court requesting that the court determine the status of the parties under the JSA.  The division of revenue under arbitration pertains to revenue billed under the JSA subsequent to the arbitration process and does not affect financial results reported in prior periods.

 

                                          On July 16, 2004, the United States Court of Appeals for the District of Columbia issued a decision which vacated (threw out) the hours-of-service (HOS) rules which were newly effective in January 2004.  The HOS rules were mandated by the Federal Motor Carrier Safety Administration (FMCSA), an administration within the Department of Transportation, and changed the regulations that govern driver hours of service.  The new rules, which were announced in April 2003 and effective in January 2004, generally allowed a driver to drive for 11 consecutive hours, rather than 10, but require 10 hours of off-duty time, rather than 8.  In addition, more off-duty “sleeper berth” time is required before on-duty time is allowed.  Under the court’s rules of procedure, the FMCSA has 45 days to review the decision and decide whether to seek other legal remedies.  During that 45 day period of time the current HOS rules will remain in effect.

 

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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 June 30, 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 June 30, 2004.  At June 30, 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 six months ended June 30, 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 June 30, 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.

 

22



 

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

 

 

None applicable.

 

Item 5.

 

Other Information

 

 

We announced on May 3, 2004 the election of Coleman H. Peterson as a Director to our Board of Directors.

 

 

 

We announced on July 9, 2004 that BNSF railroad had notified us that it was electing its right to arbitrate the division of revenue as provided for in the JSA.

 

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 July 19, 2004 we filed a current report on Form 8-K announcing our financial results for the second quarter ended June 30, 2004.

 

23



 

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 29th day of July, 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

 

24



 

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

 

25