x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
Delaware
|
13-3361050
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
Incorporation
or organization)
|
Identification
Number)
|
|
|
9503
East 33rd
Street
|
|
Indianapolis,
IN
|
46235
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Indicate
by check mark if the registrant is a well-known seasoned issuer,
as
defined in Rule 405 of the Securities Act.
|
o Yes
|
x
No
|
Indicate
by check mark if the registrant is not required to file reports
pursuant
to Section 13 of Section 15(d) of the Act.
|
o Yes
|
x
No
|
Indicate
by check mark whether the registrant (1) has filed all reports
required to
be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934
during the preceding 12 months (or for such shorter period that
the
registrant was required to file such reports), and (2) has been
subject to
such filing requirements for the past 90
days. x Yes o No
|
||
Indicate
by check mark if disclosure of delinquent filers pursuant to Item
405 of
Regulation S-K is not contained herein, and will not be contained,
to the
best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form
10-K. o
|
Large
accelerated filer o
|
Accelerated
filer x
|
Non-accelerated
filer o
|
Indicate
by check mark whether the registrant is a shell company (as defined
in
Rule 12b-2 of the Act).
|
o Yes
|
x
No
|
|
Page
|
||
PART
I
|
|||
Item
1.
|
Business
|
||
Item
1A.
|
Risk
Factors
|
||
Item
1B.
|
Unresolved
Staff Comments
|
||
Item
2.
|
Properties
|
||
Item
3.
|
Legal
Proceedings
|
||
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
||
PART
II
|
|||
Item
5.
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
||
Item
6.
|
Selected
Financial Data
|
||
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operation
|
||
Item
7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
||
Item
8.
|
Financial
Statements and Supplementary Data
|
||
Item
9.
|
Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure
|
||
Item
9A.
|
Controls
and Procedures
|
||
PART
III
|
|||
Item
10.
|
Directors,
Executive Officers, and Corporate Governance
|
||
Item
11.
|
Executive
Compensation
|
||
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
||
Item
13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
||
Item
14.
|
Principal
Accounting Fees and Services
|
||
PART
IV
|
|||
Item
15.
|
Exhibits,
Financial Statement Schedules
|
||
SIGNATURES
|
|||
Reports
of Independent Registered Public Accounting Firm
|
|||
Consolidated
Balance Sheets
|
|||
Consolidated
Statements of Operations
|
|||
Consolidated
Statements of Cash Flows
|
|||
Consolidated
Statements of Stockholders’ Equity
|
|||
Notes
to Consolidated Financial Statements
|
·
|
Seeking
high yielding freight from targeted industries, customers, regions,
and
lanes that improves our overall network density and diversifies our
customer and freight mix. We believe that by focusing our sales
resources on targeted regions and lanes with emphasis on cross-border
or
international moves and a north - south direction, we can improve
our lane
density and equipment utilization, increase our average revenue per
mile,
and lower our average cost per mile. Each piece of business has rate
and
productivity goals that are designed to improve our yield management.
We
believe that by increasing the business we do with less cyclical
shippers
and reducing our dependency on the automotive industry, our ability
to
improve rate per mile increases.
|
·
|
Focusing
on asset productivity. Our primary productivity measure is revenue
per tractor per week. Within revenue per tractor we examine rates,
non-revenue miles, and loaded miles per tractor. We actively analyze
customers and freight movements in an effort to enhance the revenue
production of our tractors. We also attempt to concentrate our equipment
in defined operating lanes to create more predictable movements,
reduce
non-revenue miles, and shorten turn times between loads. As a result
of
our efforts over the past several years, automotive parts now comprise
less of our overall freight mix, having been replaced primarily by
consumer non-durables and other retail
products.
|
·
|
Operating
a modern fleet to reduce maintenance costs and improve safety and
driver
retention. We believe that updating our tractor and trailer fleets
has produced several benefits, including lower maintenance expenses,
and
enhanced safety, driver recruitment, and retention. We have taken
two
important steps towards modernizing our fleet. First, we shortened
the
replacement cycle for our tractors from four years to three years.
Second,
we have replaced approximately 64% of all of our trailers during
the last
3 years. These changes allowed us to recognize significant benefits
over
the past few years because maintenance and tire expenses increase
significantly for tractors beyond the third year of operation and
for
trailers beyond the seventh year of operation, as wear and tear increases
and some warranties expire.
|
·
|
Continuing
our emphasis on service, safety, and technology. We offer
just-in-time, time-definite, and other premium transportation services
to
meet the expectations of our service-oriented customers. We believe
that
targeting premium service freight permits us to obtain higher rates,
build
long-term, service-based customer relationships, and avoid competition
from railroad, intermodal, and trucking companies that compete primarily
on the basis of price. We believe our recent safety record has been
among
the best in our industry. In March 2006, 2005, and 2003, at the Truckload
Carriers Association Annual Conference, we were awarded first place
in
fleet safety among all truckload fleets that log more than
100 million miles per year. We have made significant investments in
technologies that are intended to reduce costs, afford a competitive
advantage with service-sensitive customers, and promote economies
of
scale. Examples of these technologies are Qualcomm satellite-based
tracking and communications systems, our proprietary CelaTrac system
that
enables customers to track shipments and access other information
via the
Internet, and document imaging.
|
·
|
Maintaining
our leading position in cross-border truckload shipments while offering
diversified, nationwide transportation services in the U.S. We
believe our strategically located terminals and experience with the
languages, cultures, and border crossing requirements of all three
North
American countries provide us with competitive advantages in the
international trucking marketplace. As a result of these advantages,
we
believe we are the industry leader in cross-border movements between
North
American countries. These cross-border shipments, which comprised
over 51%
of our revenue in fiscal 2007, are balanced by a strong and growing
business with domestic freight from service-sensitive
customers.
|
·
|
Seeking
strategic acquisitions to broaden our existing domestic operations.
We have made eleven trucking company acquisitions since 1995 (including
our acquisition of Cheetah Transportation, Inc. which we disposed
of in
June 2001), and continue to evaluate acquisition candidates. Our
current
acquisition strategy, as evidenced by our purchases of certain assets
of
Highway Express in 2003, CX Roberson in 2005, Digby in October 2006,
Warrior in February 2007, and Air Road in June 2007, is focused on
broadening our domestic operations through the addition of carriers
that
improve our lane density, customer diversity, and service
offerings.
|
·
|
We
compete with many other truckload carriers of varying sizes and,
to a
lesser extent, with less-than-truckload carriers, railroads, and
other
transportation companies, many of which have more equipment and greater
capital resources than we do.
|
·
|
Many
of our competitors periodically reduce their freight rates to gain
business, especially during times of reduced growth rates in the
economy,
which may limit our ability to maintain or increase freight rates
or
maintain significant growth in our business.
|
·
|
Many
customers reduce the number of carriers they use by selecting so-called
“core carriers” as approved service providers, and in some instances we
may not be selected.
|
·
|
Many
customers periodically accept bids from multiple carriers for their
shipping needs, and this process may depress freight rates or result
in
the loss of some business to competitors.
|
·
|
The
trend toward consolidation in the trucking industry may create other
large
carriers with greater financial resources and other competitive advantages
relating to their size.
|
·
|
Advances
in technology require increased investments to remain competitive,
and our
customers may not be willing to accept higher freight rates to cover
the
cost of these investments.
|
·
|
Competition
from non-asset-based logistics and freight brokerage companies may
adversely affect our customer relationships and freight
rates.
|
·
|
Economies
of scale that may be passed on to smaller carriers by procurement
aggregation providers may improve their ability to compete with
us.
|
United
States
|
Mexico
|
Canada
|
||
Baltimore,
MD (Leased)
|
Guadalajara
(Leased)
|
Kitchener,
ON (Leased)
|
||
Dallas,
TX (Owned)
|
Mexico
City (Leased)
|
|||
El Paso,
TX (Owned)
|
Monterrey
(Leased)
|
|||
Greensboro,
NC (Leased)
|
Nuevo
Laredo (Leased)
|
|||
Hampton,
VA (Leased)
|
Puebla
(Leased)
|
|||
Indianapolis,
IN (Leased)
|
Silao
(Leased)
|
|||
Laredo,
TX (Owned and Leased)
|
||||
Louisville,
KY (Leased)
|
||||
Richmond,
VA (Leased)
|
||||
Nashville, TN (Leased) |
Fiscal
2006
|
High
|
Low
|
||||||
Quarter
ended September 30, 2005
|
$ |
10.00
|
$ |
7.40
|
||||
Quarter
ended December 31, 2005
|
$ |
13.29
|
$ |
9.52
|
||||
Quarter
ended March 31, 2006
|
$ |
16.63
|
$ |
11.33
|
||||
Quarter
ended June 30, 2006
|
$ |
23.29
|
$ |
14.80
|
||||
|
||||||||
Fiscal
2007
|
||||||||
Quarter
ended September 30, 2006
|
$ |
23.73
|
$ |
14.66
|
||||
Quarter
ended December 31, 2006
|
$ |
21.00
|
$ |
16.08
|
||||
Quarter
ended March 31, 2007
|
$ |
18.64
|
$ |
14.92
|
||||
Quarter
ended June 30, 2007
|
$ |
17.00
|
$ |
15.38
|
Company/Index/Peer
Group
|
6/30/02
|
6/30/03
|
6/30/04
|
6/30/05
|
6/30/06
|
6/30/07
|
||||||||||||||||||
Celadon
Group, Inc.
|
$ |
100.00
|
$ |
71.00
|
$ |
137.93
|
$ |
132.45
|
$ |
388.64
|
$ |
280.37
|
||||||||||||
NASDAQ
Stock Market (U.S.)
|
$ |
100.00
|
$ |
109.91
|
$ |
139.04
|
$ |
141.74
|
$ |
155.82
|
$ |
191.32
|
||||||||||||
NASDAQ
Trucking & Transportation
|
$ |
100.00
|
$ |
111.48
|
$ |
142.30
|
$ |
161.26
|
$ |
222.85
|
$ |
239.05
|
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||
(in
thousands, except per share data and operating data)
|
||||||||||||||||||||
Statements
of Operations Data:
|
||||||||||||||||||||
Freight
revenue(1)
|
$ |
433,012
|
$ |
414,465
|
$ |
399,656
|
$ |
382,918
|
$ |
355,692
|
||||||||||
Fuel
surcharge revenue
|
69,680
|
65,729
|
37,107
|
15,005
|
11,413
|
|||||||||||||||
Total
revenue
|
502,692
|
480,194
|
436,763
|
397,923
|
367,105
|
|||||||||||||||
Operating
expense(2)
|
462,592
|
445,966
|
413,355
|
390,852
|
354,371
|
|||||||||||||||
Operating
income(2)
|
40,100
|
34,228
|
23,408
|
7,071
|
12,734
|
|||||||||||||||
Interest
expense, net(3)
|
3,511
|
780
|
1,418
|
3,723
|
6,201
|
|||||||||||||||
Other
expense (income)
|
109
|
34
|
13
|
180
|
(3 | ) | ||||||||||||||
Income
before income taxes
|
36,480
|
33,414
|
21,977
|
3,168
|
6,536
|
|||||||||||||||
Provision
for income taxes
|
14,228
|
12,866
|
9,397
|
3,443
|
2,948
|
|||||||||||||||
Net
income (loss)(2)(3)
|
$ |
22,252
|
$ |
20,548
|
$ |
12,580
|
$ | (275 | ) | $ |
3,588
|
|||||||||
Diluted
earnings (loss) per share(2)(3)(4)
|
$ |
0.94
|
$ |
0.88
|
$ |
0.55
|
$ | (0.02 | ) | $ |
0.20
|
|||||||||
Weighted
average diluted shares outstanding(4)
|
23,698
|
23,386
|
23,013
|
17,969
|
18,079
|
|||||||||||||||
|
||||||||||||||||||||
Balance
Sheet Data (at end of period):
|
||||||||||||||||||||
Net
property and
equipment
|
$ |
207,499
|
$ |
91,267
|
$ |
57,545
|
$ |
61,801
|
$ |
76,967
|
||||||||||
Total
assets
|
306,913
|
190,066
|
160,508
|
151,310
|
162,073
|
|||||||||||||||
Long-term
debt, revolving
lines of credit, and capital lease obligations, including current
maturities
|
94,642
|
12,023
|
7,344
|
14,494
|
60,794
|
|||||||||||||||
Stockholders’
equity
|
147,320
|
121,427
|
98,491
|
82,830
|
57,252
|
|||||||||||||||
|
||||||||||||||||||||
Operating
Data:
|
||||||||||||||||||||
For
period(5):
|
||||||||||||||||||||
Average
revenue per loaded
mile(6)
|
$ |
1.534
|
$ |
1.491
|
$ |
1.424
|
$ |
1.322
|
$ |
1.266
|
||||||||||
Average
revenue per total
mile(6)
|
$ |
1.380
|
$ |
1.367
|
$ |
1.316
|
$ |
1.225
|
$ |
1.169
|
||||||||||
Average
revenue per tractor per
week(6)
|
$ |
2,793
|
$ |
2,948
|
$ |
2,841
|
$ |
2,723
|
$ |
2,546
|
||||||||||
Average
length of
haul
|
960
|
1,004
|
995
|
994
|
942
|
|||||||||||||||
At
end of period:
|
||||||||||||||||||||
Total
tractors(7)
|
3,016
|
2,732
|
2,570
|
2,531
|
2,491
|
|||||||||||||||
Average
age of company
tractors (in years)
|
1.6
|
2.0
|
1.9
|
2.1
|
2.7
|
|||||||||||||||
Total
trailers(7)
|
7,843
|
7,630
|
7,468
|
6,966
|
7,142
|
|||||||||||||||
Average
age of company
trailers (in years)
|
3.8
|
3.5
|
3.6
|
4.6
|
6.1
|
(1)
|
Freight
revenue is total revenue less fuel surcharges.
|
(2)
|
Includes
a $9.8 million pretax impairment charge relating to the disposition
of our approximately 1,600 remaining 48-foot trailers, in the year
ended
June 30, 2004.
|
(3)
|
Includes
a $0.9 million pretax write-off of loan origination costs relating to
replacement of a credit facility in the year ended June 30,
2003.
|
(4)
|
Earnings
per share amounts and weighted average number of shares outstanding
have
been adjusted to give retroactive effect to two three-for-two stock
splits
effected in the form of a 50% stock dividend paid on February 15,
2006 and
June 15, 2006.
|
(5)
|
Unless
otherwise indicated, operating data and statistics presented in this
table
and elsewhere in this report are for our truckload revenue and operations
and exclude revenue and operations of TruckersB2B; our Mexican subsidiary,
Jaguar; and our less-than truckload, local trucking (or “shuttle”),
brokerage, and logistics.
|
(6)
|
Excludes
fuel surcharges.
|
(7)
|
Total
fleet, including equipment operated by our Mexican subsidiary,
Jaguar.
|
Fiscal
year ended June 30,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Operating
revenue
|
100.0 | % | 100.0 | % | 100.0 | % | ||||||
Operating
expenses:
|
||||||||||||
Salaries,
wages, and employee
benefits
|
28.8
|
30.1
|
30.6
|
|||||||||
Fuel
|
23.1
|
22.8
|
18.7
|
|||||||||
Operations
and
maintenance
|
6.4
|
6.1
|
7.7
|
|||||||||
Insurance
and
claims
|
2.6
|
2.9
|
3.3
|
|||||||||
Depreciation
and
amortization
|
4.4
|
2.6
|
3.4
|
|||||||||
Revenue
equipment
rentals
|
6.3
|
8.2
|
8.2
|
|||||||||
Purchased
transportation
|
14.7
|
14.6
|
16.7
|
|||||||||
Cost
of products and services
sold
|
1.4
|
1.1
|
1.1
|
|||||||||
Professional
and consulting
fees
|
0.4
|
0.6
|
0.6
|
|||||||||
Communication
and
utilities
|
1.0
|
0.9
|
1.0
|
|||||||||
Operating
taxes and
licenses
|
1.7
|
1.7
|
1.9
|
|||||||||
General
and other
operating
|
1.2
|
1.3
|
1.4
|
|||||||||
Total
operating
expenses
|
92.0
|
92.9
|
94.6
|
|||||||||
Operating
income
|
8.0
|
7.1
|
5.4
|
|||||||||
Other
expense:
|
||||||||||||
Interest
expense,
net
|
0.7
|
0.1
|
0.3
|
|||||||||
Income
before income taxes
|
7.3
|
7.0
|
5.1
|
|||||||||
Provision
for income taxes
|
2.9
|
2.7
|
2.2
|
|||||||||
Net
income
|
4.4 | % | 4.3 | % | 2.9 | % |
Freight
revenue(1)
|
100.0 | % | 100.0 | % | 100.0 | % | ||||||
Operating
expenses:
|
||||||||||||
Salaries,
wages, and employee
benefits
|
33.5
|
34.9
|
33.4
|
|||||||||
Fuel
|
10.8
|
10.5
|
11.1
|
|||||||||
Operations
and
maintenance
|
7.5
|
7.1
|
8.4
|
|||||||||
Insurance
and
claims
|
3.0
|
3.3
|
3.6
|
|||||||||
Depreciation
and
amortization
|
5.1
|
3.0
|
3.7
|
|||||||||
Revenue
equipment
rentals
|
7.4
|
9.6
|
9.0
|
|||||||||
Purchased
transportation
|
17.0
|
17.0
|
18.3
|
|||||||||
Cost
of products and services
sold
|
1.6
|
1.3
|
1.2
|
|||||||||
Professional
and consulting
fees
|
0.5
|
0.7
|
0.7
|
|||||||||
Communication
and
utilities
|
1.1
|
1.0
|
1.1
|
|||||||||
Operating
taxes and
licenses
|
2.0
|
2.0
|
2.1
|
|||||||||
General
and other
operating
|
1.2
|
1.3
|
1.5
|
|||||||||
Total
operating
expenses
|
90.7
|
91.7
|
94.1
|
|||||||||
|
||||||||||||
Operating
income
|
9.3
|
8.3
|
5.9
|
|||||||||
Other
expense:
|
||||||||||||
Interest
expense,
net
|
0.9
|
0.2
|
0.4
|
|||||||||
Income
before income taxes
|
8.4
|
8.1
|
5.5
|
|||||||||
Provision
for income taxes
|
3.3
|
3.1
|
2.4
|
|||||||||
|
||||||||||||
Net
income
|
5.1 | % | 5.0 | % | 3.1 | % |
(1)
|
Freight
revenue is total operating revenue less fuel surcharges. In this
table,
fuel surcharges are eliminated from revenue and subtracted from fuel
expense. The amounts were $69.7 million, $65.7 million, and $37.1
million
in 2007, 2006 and 2005,
respectively.
|
Cash
Requirements
as
of June 30, 2007
(in
thousands)
Payments
Due by Period
|
||||||||||||||||||||
Total
|
Less
than
One
Year
|
One
to
Three
Years
|
Three
to
Five
Years
|
More
Than
Five
Years
|
||||||||||||||||
Operating
leases
|
$ |
72,406
|
$ |
24,056
|
$ |
21,491
|
$ |
11,647
|
$ |
15,212
|
||||||||||
Lease
residual value guarantees
|
62,736
|
15,092
|
30,592
|
---
|
17,052
|
|||||||||||||||
Capital
lease obligations(1)
|
63,363
|
8,630
|
17,134
|
35,767
|
1,832
|
|||||||||||||||
Long-term
debt (1)
|
42,036
|
12,597
|
11,040
|
18,399
|
---
|
|||||||||||||||
Sub-total
|
240,541
|
60,375
|
80,257
|
65,813
|
34,096
|
|||||||||||||||
Future
purchase of revenue equipment
|
45,150
|
12,703
|
5,812
|
5,811
|
20,824
|
|||||||||||||||
Employment
and consulting agreements(2)
|
793
|
717
|
76
|
---
|
---
|
|||||||||||||||
Standby
letters of credit
|
4,825
|
4,825
|
---
|
---
|
---
|
|||||||||||||||
Total
contractual and cash obligations
|
$ |
291,309
|
$ |
78,620
|
$ |
86,145
|
$ |
71,624
|
$ |
54,920
|
(1)
|
Includes
interest.
|
(2)
|
The
amounts reflected in the table do not include amounts that could
become
payable to our Chief Executive Officer and Chief Financial Officer,
under
certain circumstances if their employment by the Company is
terminated.
|
ASSETS
|
2007
|
2006
|
||||||
Current
assets:
|
||||||||
Cash
and cash
equivalents
|
$ |
1,190
|
$ |
1,674
|
||||
Trade
receivables, net of
allowance for doubtful accounts of $1,176 and $1,269 in 2007 and
2006,
respectively
|
59,387
|
55,462
|
||||||
Prepaid
expenses and other
current assets
|
10,616
|
10,132
|
||||||
Tires
in
service
|
3,012
|
2,737
|
||||||
Equipment
held for
resale
|
11,154
|
---
|
||||||
Income
tax
receivable
|
1,526
|
5,216
|
||||||
Deferred
income
taxes
|
2,021
|
1,867
|
||||||
Total
current assets
|
88,906
|
77,088
|
||||||
Property
and equipment
|
240,898
|
121,733
|
||||||
Less
accumulated depreciation and amortization
|
44,553
|
30,466
|
||||||
Net
property and equipment
|
196,345
|
91,267
|
||||||
Tires
in service
|
1,449
|
1,569
|
||||||
Goodwill
|
19,137
|
19,137
|
||||||
Other
assets
|
1,076
|
1,005
|
||||||
Total
assets
|
$ |
306,913
|
$ |
190,066
|
||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ |
7,959
|
$ |
4,369
|
||||
Accrued
salaries and
benefits
|
11,779
|
16,808
|
||||||
Accrued
insurance and
claims
|
6,274
|
7,048
|
||||||
Accrued
fuel
expense
|
6,425
|
6,481
|
||||||
Other
accrued
expenses
|
12,157
|
12,018
|
||||||
Current
maturities of
long-term debt
|
10,736
|
975
|
||||||
Current
maturities of capital
lease obligations
|
6,228
|
507
|
||||||
Total
current liabilities
|
61,558
|
48,206
|
||||||
Long-term
debt, net of current
maturities
|
28,886
|
9,608
|
||||||
Capital
lease obligations, net
of current maturities
|
48,792
|
933
|
||||||
Deferred
income
taxes
|
20,332
|
9,867
|
||||||
Minority
interest
|
25
|
25
|
||||||
Stockholders’
equity:
|
||||||||
Preferred
stock, $1.00 par
value, authorized 404,966 shares; no shares issued and
outstanding
|
---
|
---
|
||||||
Common
stock, $0.033 par
value, authorized 40,000,000 shares; issued and outstanding 23,581,245
and
23,111,367 shares at June 30, 2007 and 2006,
respectively
|
778
|
763
|
||||||
Additional
paid-in
capital
|
93,582
|
90,828
|
||||||
Retained
earnings
|
54,345
|
32,092
|
||||||
Accumulated
other
comprehensive loss
|
(1,385 | ) | (2,256 | ) | ||||
Total
stockholders’ equity
|
147,320
|
121,427
|
||||||
Total
liabilities and stockholders’ equity
|
$ |
306,913
|
$ |
190,066
|
2007
|
2006
|
2005
|
||||||||||
Revenue:
|
||||||||||||
Freight
revenue
|
$ |
433,012
|
$ |
414,465
|
$ |
399,656
|
||||||
Fuel
surcharges
|
69,680
|
65,729
|
37,107
|
|||||||||
Total
revenue
|
502,692
|
480,194
|
436,763
|
|||||||||
Operating
expenses:
|
||||||||||||
Salaries,
wages, and employee
benefits
|
144,845
|
144,634
|
133,565
|
|||||||||
Fuel
|
116,251
|
109,253
|
81,517
|
|||||||||
Operations
and
maintenance
|
32,299
|
29,411
|
33,742
|
|||||||||
Insurance
and
claims
|
13,054
|
13,697
|
14,375
|
|||||||||
Depreciation
and
amortization
|
21,880
|
12,442
|
14,870
|
|||||||||
Revenue
equipment
rentals
|
31,900
|
39,601
|
35,848
|
|||||||||
Purchased
transportation
|
73,699
|
70,305
|
73,012
|
|||||||||
Cost
of products and services
sold
|
6,961
|
5,433
|
4,807
|
|||||||||
Professional
and consulting
fees
|
2,249
|
2,698
|
2,624
|
|||||||||
Communications
and
utilities
|
4,838
|
4,148
|
4,218
|
|||||||||
Operating
taxes and
licenses
|
8,629
|
8,247
|
8,507
|
|||||||||
General
and other
operating
|
5,987
|
6,097
|
6,270
|
|||||||||
Total
operating
expenses
|
462,592
|
445,966
|
413,355
|
|||||||||
Operating
income
|
40,100
|
34,228
|
23,408
|
|||||||||
Other
(income) expense:
|
||||||||||||
Interest
income
|
(21 | ) | (153 | ) | (12 | ) | ||||||
Interest
expense
|
3,532
|
933
|
1,430
|
|||||||||
Other
|
109
|
34
|
13
|
|||||||||
Income
before income taxes
|
36,480
|
33,414
|
21,977
|
|||||||||
Provision
for income taxes
|
14,228
|
12,866
|
9,397
|
|||||||||
Net
income
|
$ |
22,252
|
$ |
20,548
|
$ |
12,580
|
||||||
Earnings
per common share:
|
||||||||||||
Diluted
earnings per share(1)
|
$ |
0.94
|
$ |
0.88
|
$ |
0.55
|
||||||
Basic
earnings per share(1)
|
$ |
0.96
|
$ |
0.90
|
$ |
0.56
|
||||||
Weighted
average shares outstanding:
|
||||||||||||
Diluted(1)
|
23,698
|
23,386
|
23,013
|
|||||||||
Basic(1)
|
23,252
|
22,828
|
22,286
|
(1)
|
Earnings
per share amounts and average number of shares outstanding have been
adjusted to give retroactive effect to the three-for-two stock splits
effected in the form of a 50% stock dividend paid on February 15,
2006 and
June 15, 2006.
|
2007
|
2006
|
2005
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
income
|
$ |
22,252
|
$ |
20,548
|
$ |
12,580
|
||||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||||||
Depreciation
and
amortization
|
21,625
|
12,985
|
14,027
|
|||||||||
(Gain)
loss on sale of
equipment
|
255
|
(543 | ) |
843
|
||||||||
Provision
(benefit) for
deferred income taxes
|
10,311
|
2,017
|
(880 | ) | ||||||||
Provision
for doubtful
accounts
|
366
|
786
|
736
|
|||||||||
Stock
based compensation
expense
|
1,827
|
5,059
|
(177 | ) | ||||||||
Changes
in assets and
liabilities:
|
||||||||||||
Trade
receivables
|
(4,291 | ) | (488 | ) | (4,248 | ) | ||||||
Income
tax
receivable
|
3,690
|
(5,216 | ) |
---
|
||||||||
Tires
in service
|
(154 | ) |
741
|
1,196
|
||||||||
Prepaid
expenses and other
current assets
|
(484 | ) | (3,805 | ) |
2,512
|
|||||||
Other
assets
|
381
|
1,164
|
258
|
|||||||||
Accounts
payable and accrued
expenses
|
(2,185 | ) | (639 | ) |
4,266
|
|||||||
Income
tax
payable
|
---
|
(1,957 | ) | (2,676 | ) | |||||||
Net
cash provided by operating
activities
|
53,593
|
30,652
|
28,437
|
|||||||||
Cash
flows from investing activities:
|
||||||||||||
Purchase
of property and
equipment
|
(66,783 | ) | (95,753 | ) | (25,214 | ) | ||||||
Proceeds
on sale of property
and equipment
|
37,933
|
51,417
|
39,803
|
|||||||||
Purchase
of minority shares of
subsidiary
|
---
|
---
|
(1,525 | ) | ||||||||
Purchase
of
businesses
|
(32,383 | ) |
---
|
(22,700 | ) | |||||||
Net
cash used in investing
activities
|
(61,233 | ) | (44,336 | ) | (9,636 | ) | ||||||
Cash
flows from financing activities:
|
||||||||||||
Proceeds
from issuance of
common stock
|
985
|
1,060
|
2,026
|
|||||||||
Tax
benefit from issuance of
common stock
|
12
|
635
|
436
|
|||||||||
Proceeds
of long-term
debt
|
13,250
|
4,750
|
---
|
|||||||||
Payments
on long-term
debt
|
(4,180 | ) | (1,354 | ) | (7,235 | ) | ||||||
Principal
payments on capital
lease obligations
|
(2,911 | ) | (848 | ) | (3,269 | ) | ||||||
Net
cash provided by (used in)
financing activities
|
7,156
|
4,243
|
(8,042 | ) | ||||||||
Increase
(decrease) in cash and cash equivalents
|
(484 | ) | (9,441 | ) |
10,759
|
|||||||
Cash
and cash equivalents at beginning of year
|
1,674
|
11,115
|
356
|
|||||||||
Cash
and cash equivalents at end of year
|
$ |
1,190
|
$ |
1,674
|
$ |
11,115
|
||||||
Supplemental
disclosure of cash flow information:
|
||||||||||||
Interest
paid
|
$ |
3,475
|
$ |
914
|
$ |
1,426
|
||||||
Income
taxes
paid
|
$ |
6,701
|
$ |
17,141
|
$ |
12,153
|
||||||
Supplemental
disclosure of non-cash investing activities:
|
||||||||||||
Lease
obligation/debt incurred
in the purchase of equipment
|
$ |
76,461
|
$ |
2,131
|
$ |
2,444
|
||||||
Note
payable obligation
incurred in purchase of minority shares
|
---
|
$ |
---
|
910
|
Common
Stock
No.
of Shares
Outstanding
|
Amount
|
Additional
Paid-In
Capital
|
Retained
Earnings
(Deficit)
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
Unearned
Compensation
|
Total
Stock-
Holders’
Equity
|
||||||||||||||||||||||
Balance
at June 30, 2004
|
21,935,182
|
$ |
724
|
$ |
86,186
|
$ | (1,036 | ) | $ | (2,355 | ) | $ | (689 | ) | $ |
82,830
|
||||||||||||
Net
income
|
---
|
---
|
---
|
12,580
|
---
|
---
|
12,580
|
|||||||||||||||||||||
Equity
adjustments for foreign currency translation,
net of
tax
|
---
|
---
|
---
|
---
|
322
|
---
|
322
|
|||||||||||||||||||||
Comprehensive
income
|
---
|
---
|
---
|
12,580
|
322
|
---
|
12,902
|
|||||||||||||||||||||
Tax
benefits from stock
options
|
---
|
---
|
436
|
---
|
---
|
---
|
436
|
|||||||||||||||||||||
Secondary
stock offering
|
---
|
---
|
(25 | ) |
---
|
---
|
---
|
(25 | ) | |||||||||||||||||||
Restricted
stock grants
|
---
|
---
|
319
|
---
|
---
|
(22 | ) |
297
|
||||||||||||||||||||
Exercise
of incentive stock options
|
678,328
|
22
|
2,029
|
---
|
---
|
---
|
2,051
|
|||||||||||||||||||||
Balance
at June 30, 2005
|
22,613,510
|
$ |
746
|
$ |
88,945
|
$ |
11,544
|
$ | (2,033 | ) | $ | (711 | ) | $ |
98,491
|
|||||||||||||
Net
income
|
---
|
---
|
---
|
20,548
|
---
|
---
|
20,548
|
|||||||||||||||||||||
Equity
adjustments for foreign currency translation,
net of
tax
|
---
|
---
|
---
|
---
|
(223 | ) |
---
|
(223 | ) | |||||||||||||||||||
Comprehensive
income (loss)
|
---
|
---
|
---
|
20,548
|
(223 | ) |
---
|
20,325
|
||||||||||||||||||||
Tax
benefits from stock
options
|
---
|
---
|
635
|
---
|
---
|
---
|
635
|
|||||||||||||||||||||
Secondary
stock offering
|
(172 | ) |
---
|
---
|
---
|
---
|
---
|
---
|
||||||||||||||||||||
Restricted
stock grants
|
121,680
|
4
|
201
|
---
|
---
|
711
|
916
|
|||||||||||||||||||||
Exercise
of incentive stock options
|
376,349
|
13
|