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                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549


                                   FORM 10-Q


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

                For the quarterly period ended March 31, 1996 or


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

              For the transition period from ________ to ________

                       Commission file number:  0-27754


                                HUB GROUP, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                    DELAWARE                             36-4007085
        (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)              Identification No.)
 

                     377 EAST BUTTERFIELD ROAD, SUITE 700
                            LOMBARD, ILLINOIS 60148
         (Address, including zip code, of principal executive offices)

                                (708) 271-3600
             (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 such
filing requirements for the past 90 days.    Yes          No   X
                                                 -----       -----

     On May 10, 1996, the registrant had 5,261,350 outstanding shares of Class A
common stock, par value $.01 per share, and 662,296 outstanding shares of Class
B common stock, par value $.01 per share.

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                                HUB GROUP, INC.


                                     INDEX


                                                                            PAGE

PART I.  FINANCIAL INFORMATION:
 

HUB GROUP, INC. - REGISTRANT
 
Unaudited Condensed Consolidated Balance Sheets - December 31, 1995 and 
  March 31, 1996                                                              3
 
Unaudited Condensed Consolidated Statements of Operations - Three Months
  Ended March 31, 1995 and 1996                                               4
 
Unaudited Condensed Consolidated Statement of Equity - Three Months
  Ended March 31, 1996                                                        5
 
Unaudited Condensed Consolidated Statements of Cash Flows - Three Months
  Ended March 31, 1995 and 1996                                               6
 
Notes to Unaudited Condensed Consolidated Financial Statements                7
 
Management's Discussion and Analysis of Financial Condition and Results
  of Operations                                                              12

 
HUB PARTNERSHIPS - PREDECESSOR
 
Unaudited Condensed Combined Balance Sheet - December 31, 1995               15
 
Unaudited Condensed Combined Statement of Operations for the Three
  Months Ended March 31, 1995 and the Period January 1, 1996
  through March 17, 1996                                                     16
 
Unaudited Condensed Combined Statement of Equity - Period January 1, 1996
  through March 17, 1996                                                     17
 
Unaudited Condensed Combined Statements of Cash Flows for the Three
  Months Ended March 31, 1995 and the Period January 1, 1996
  through March 17, 1996                                                     18
 
Notes to Unaudited Condensed Combined Financial Statements                   19
 
Management's Discussion and Analysis of Financial Condition and
  Results of Operations                                                      20


PART II.  OTHER INFORMATION                                                  22

                                       2


                                HUB GROUP, INC.
                UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                                (in thousands)

December 31, March 31, ------------ --------- 1995 1996 ------------ --------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 2 $ 19,956 Accounts receivable, net Trade 6,197 82,394 Affiliates 2,376 - Prepaid expenses 33 879 Other current assets 114 540 -------- -------- TOTAL CURRENT ASSETS 8,722 103,769 PROPERTY AND EQUIPMENT, net 137 9,535 GOODWILL, net - 17,433 DEFERRED TAX BENEFIT - 10,277 OTHER ASSETS 224 1,057 -------- -------- TOTAL ASSETS $ 9,083 $142,071 ======== ======== LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable Trade 5,620 76,615 Affiliates 1,774 - Other 89 5,632 Accrued expenses Payroll 286 3,299 Other 149 2,310 Current portion of long-term debt - 585 -------- -------- TOTAL CURRENT LIABILITIES 7,918 88,441 -------- -------- LONG-TERM DEBT - 14,999 DEFERRED TAXES - 11 CONTINGENCIES AND COMMITMENTS MINORITY INTEREST - 789 EQUITY: Preferred stock - - Common stock 26 59 Additional paid-in capital 18 52,924 Partnership capital - 27 Purchase price in excess of predecessor basis - (25,764) Tax benefit of purchase price in excess of predecessor basis - 10,306 Retained earnings 1,121 279 -------- -------- TOTAL EQUITY 1,165 37,831 -------- -------- TOTAL LIABILITIES AND EQUITY $ 9,083 $142,071 ======== ========
See notes to unaudited condensed consolidated financial statements. 3 HUB GROUP, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts)
Three Months Ended March 31, ------------------ 1995 1996 ------- ------- REVENUE: Trade $16,174 $45,338 Affiliates 2,760 3,459 ------- ------- Total revenue 18,934 48,797 PURCHASED TRANSPORTATION 17,370 43,412 ------- ------- Net revenue 1,564 5,385 COSTS AND EXPENSES: Salaries and benefits 642 2,587 Selling, general and administrative 312 1,043 ------- ------- Total costs and expenses 954 3,630 Operating income 610 1,755 ------- ------- OTHER INCOME (EXPENSE): Interest expense - (37) Interest income 28 31 Other, net 5 8 ------- ------- Total other income (expense) 33 2 INCOME BEFORE MINORITY INTEREST AND PROVISION FOR INCOME TAXES 643 1,757 ------- ------- MINORITY INTEREST - 687 ------- ------- INCOME BEFORE PROVISION FOR INCOME TAXES 643 1,070 PROVISION FOR INCOME TAXES - 187 ------- ------- NET INCOME $ 643 $ 883 ======= ======= PRO FORMA PROVISION FOR ADDITIONAL INCOME TAXES 257 241 ------- ------- PRO FORMA NET INCOME $ 386 $ 642 ======= ======= PRO FORMA EARNINGS PER SHARE $ 0.23 $ 0.29 ======= ======= PRO FORMA WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 1,662 2,233 ======= =======
See notes to unaudited condensed consolidated financial statements. 4 HUB GROUP, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF EQUITY For the three months ended March 31, 1996 (in thousands, except share amounts)
Common Stock Additional ------------------- Paid-in Partnership Shares Amount Capital Capital --------- ------ ---------- ----------- BALANCE AT JANUARY 1, 1996 300 $ 26 $ 18 $ - Net income - - Distributions to shareholders (25) (17) Issuance of common stock in acquisitions 1,662,296 - - Retirement of shares acquired (200) - - Sale of common stock in initial public offering, net of offering costs 4,261,250 58 52,923 Acquisition of general partnership interests - - - 27 --------- ---- ------- ---- BALANCE AT MARCH 31, 1996 5,923,646 $ 59 $52,924 $ 27 ========= ==== ======= ====
Purchase Tax Benefit of Price in Purchase Price Excess of in Excess of Predecessor Predecessor Retained Basis Basis Earnings Equity ----------- -------------- -------- -------- BALANCE AT JANUARY 1, 1996 $ - $ - $ 1,121 $ 1,165 Net income - - 883 883 Distributions to shareholders - - (1,725) (1,767) Issuance of common stock in acquisitions - - - - Retirement of shares acquired - - - - Sale of common stock in initial public offering, net of offering costs - - - 52,981 Acquisition of general partnership interests (25,764) 10,306 - (15,431) -------- ------- ------- -------- BALANCE AT MARCH 31, 1996 $(25,764) $10,306 $ 279 $ 37,831 ======== ======= ======= ========
See notes to unaudited condensed consolidated financial statements. 5 HUB GROUP, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
Three months ended March 31, ------------------ 1995 1996 ------ -------- Cash flows from operating activities: Net income $ 643 $ 883 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 9 45 Deferred taxes - 39 Minority interest - 687 Changes in working capital, net of effects of purchase transactions: Accounts receivable, net (27) 1,755 Prepaid expenses - (18) Other current assets 7 331 Accounts payable (182) 71 Accrued expenses (62) 74 Other assets 2 (128) ------ -------- Net cash provided by operations 390 3,739 ------ -------- Cash flows from investing activities: Cash used in acquisitions, net - (35,544) Purchases of property and equipment, net (4) (118) ------ -------- Net cash used by investing activities (4) (35,662) ------ -------- Cash flows from financing activities: Proceeds from sale of common stock in initial public offering, net of offering costs - 52,981 Distributions (992) (1,767) Proceeds from long-term debt - 663 ------ -------- Net cash provided by (used in) financing activities (992) 51,877 ------ -------- Net increase (decrease) in cash (606) 19,954 Cash, beginning of period 2,026 2 ------ -------- Cash, end of period $1,420 $ 19,956 ====== ======== Supplemental disclosures of cash flow information Cash paid for: Interest $ - - Income taxes 19 28
See notes to unaudited condensed consolidated financial statements. 6 HUB GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. INTERIM FINANCIAL STATEMENTS The accompanying unaudited condensed consolidated financial statements of Hub Group, Inc. (the "Company") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted pursuant to those rules and regulations. However, the Company believes that the disclosures contained herein are adequate to make the information presented not misleading. The financial statements reflect, in the opinion of management, all material adjustments (which include only normal recurring adjustments) necessary to present fairly the Company's financial position and results of operations. NOTE 2. CAPITAL STRUCTURE On March 8, 1995, the Company was incorporated and issued 100 shares to the sole incorporator. On March 18, 1996, the Company purchased Hub City Terminals, Inc. ("Hub Chicago") in a stock-for-stock acquisition through issuance of 1,000,000 shares of the Company's Class A common stock and 662,296 shares of the Company's Class B common stock. Hub Chicago has been accounted for similar to the pooling of interests method of accounting and has been included in all periods presented on a historical cost basis. Concurrent with the acquisition of Hub Chicago in March 1996, the Company completed the initial public offering of 4,261,250 shares of its Class A common stock, with net proceeds to the Company of $53.0 million. Coincident with the initial public offering, a selling stockholder sold 1,000,000 shares of the Company's Class A common stock through a secondary offering. The Company did not receive any net proceeds from the sale of the shares by the selling stockholder. Concurrent with the initial public offering, the Company, through its new wholly owned subsidiary, Hub Chicago, acquired with cash the general partnership interests in 26 operating partnerships. In addition, the Company directly acquired with cash a controlling interest in the Hub Group Distribution Services partnership (together with the 26 operating partnerships collectively referred to as "Hub Partnerships"). The combined financial statements of Hub Partnerships, the predecessor to the business of the Company, are included herein. Further reference is made to the Company's Registration Statement filed on Form S-1 for the historical financial statements of Hub Chicago and Hub Partnerships. See Note 3. "Business Combinations" for further discussion of these acquisitions. NOTE 3. BUSINESS COMBINATIONS On March 18, 1996, the Company acquired the general partnership interests in 26 operating partnerships and a controlling interest in the Hub Group Distribution Services partnership for a total purchase price of approximately $43,309,000. The purchase price of these acquisitions was allocated to the assets acquired and liabilities assumed based on the fair value at the date of acquisition using the purchase method of accounting. The portion of the difference between fair value and historical cost of individual assets acquired and liabilities assumed attributable to partnership interests acquired by the Company from non-control group stockholders was recorded at fair market value. This resulted in goodwill of approximately $17,449,000 and an increase in property and equipment of approximately $96,000. The remaining portion 7 of the difference between fair value and historical cost attributable to partnership interests acquired from control group stockholders, approximately $25,764,000, has been charged to equity as purchase price in excess of predecessor basis. The allocations presented represent preliminary purchase price allocations. Goodwill, the cost of purchased businesses in excess of the market value of net tangible and identifiable assets acquired, is being amortized over 40 years on a straight-line basis. On an ongoing basis, the Company will measure realizability by the ability of the Hub Partnerships to generate current and expected future operating income in excess of annual amortization of goodwill. In connection with the purchase of the partnership interests in each of the Hub Partnerships, approximately $10,306,000 has been recorded as a deferred tax benefit (utilizing an assumed effective tax rate of 40%), representing the tax effect of the difference between goodwill for income tax purposes of approximately $43,213,000 and goodwill for financial reporting purposes of approximately $17,449,000. The corresponding credit is recorded as an increase in equity in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." The following summarizes the effects of businesses acquired and accounted for as purchases in 1996 as if they had been acquired as of January 1, 1995:
THREE MONTHS ENDED MARCH 31, ---------------------------- 1995 1996 ------------ ------------ (000's) Revenue as reported $ 18,934 $ 48,797 Revenue of purchased business for period prior to acquisitions, net of eliminations 148,118 138,954 -------- -------- Pro forma revenue $167,052 $187,751 -------- -------- Net income as reported $ 386 $ 642 Net income of purchased businesses for period prior to acquisition 898 870 Adjustment for goodwill amortization (66) (56) -------- -------- Pro forma net income $ 1,218 $ 1,456 -------- -------- Earnings per share as reported $ 0.23 $ 0.29 Effect of purchased businesses prior to acquisitions 0.01 (0.01) -------- -------- Pro forma earnings per share $ 0.24 $ 0.28 -------- --------
8 Business acquisitions which involved the use of cash were accounted as follows:
THREE MONTHS ENDED MARCH 31, 1996 -------------- (000's) Accounts receivable $ 75,576 Prepaid expenses 861 Other current assets 724 Property and equipment 9,309 Goodwill 17,449 Deferred tax benefit 10,306 Other assets 704 Accounts payable (74,693) Accrued expenses (5,100) Long-term debt (14,921) Minority interest (102) Partnership capital (27) Purchase price in excess of predecessor basis 25,764 Tax benefit of purchase price in excess of predecessor basis (10,306) -------- Cash used in acquisitions $ 35,544 --------
NOTE 4. PROPERTY AND EQUIPMENT Property and equipment consist of the following:
DECEMBER 31, MARCH 31, 1995 1996 ------------ --------- (000's) Land -- 92 Building and improvements -- 798 Leasehold improvements 17 415 Computer equipment and software 478 5,025 Furniture and equipment 221 2,072 Transportation equipment and automobiles 29 1,770 ---- ------ 745 10,172 Less: Accumulated depreciation (608) (637) ---- ------ PROPERTY AND EQUIPMENT, net 137 9,535 ---- ------
NOTE 5. INCOME TAXES The Company records income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes", which requires the Company to compute deferred taxes based upon the amount of taxes payable in future years, after considering known changes in tax rates and other statutory provisions that will be in effect in those years. Prior to March 18, 1996, the Company was a non-taxable Subchapter S corporation. The pro forma provision for additional income taxes for the three months ended March 31, 1995 and 1996 assumes that the Company operated as a taxable corporation since January 1, 1995. 9 The reconciliation of the Company's effective tax rate to the federal statutory tax rate is as follows:
THREE MONTHS ENDED MARCH 31, ---------------------------- 1995 1996 -------------- ------------ U.S. federal statutory rate 34.0% 34.0% State taxes, net of federal benefit 6.0 6.0 Income earned as non-taxable Subchapter S corporation prior to March 18, 1996 (40.0) (22.5) -------------- ------------ Net effective rate 0.0% 17.5% -------------- ------------
The following is a summary of the Company's provision for income taxes:
THREE MONTHS ENDED MARCH 31, ---------------------------- 1995 1996 -------------- ------------ Current Federal $ -- $ 150 State and local -- 26 -------------- ------------ -- 176 -------------- ------------ Deferred Federal -- 9 State and local -- 2 -------------- ------------ -- 11 -------------- ------------ Total provision $ -- $ 187 -------------- ------------
See Note 3. "Business Combinations" for discussion of deferred taxes recorded pursuant to acquisitions. NOTE 6. LONG-TERM DEBT AND FINANCING ARRANGEMENTS Fair value approximates book value at the balance sheet date.
March 31, 1996 -------------- (000's) Line of credit with no expiration date, interest payable monthly at 1/2% less than the bank's prime lending rate (7.75% at March 31, 1996), secured by certain assets. $ 425 Installment notes payable due through 2000, monthly installments ranging from $234-$10,929, including interest, ranging from 2.9% to 12%, collateralized by certain equipment. 1,633 Unsecured balloon notes, interest compounded annually at 5.45%, interest and principal due March, 2001. 13,176 Mortgage note payable due in 1998 with monthly installments of $2,381, including interest at 8.5%, collateralized by all property. 214 Capital lease obligations, collateralized by certain equipment. 136 ----------- Total long-term debt 15,584 Less current portion (585) ----------- 14,999 -----------
10 NOTE 7. STOCK-BASED COMPENSATION PLAN Concurrent with the initial public offering the Company adopted a Long-Term Incentive Plan (the "Incentive Plan"). Under the Incentive Plan, stock options, and stock appreciation rights, restricted stock and performance units may be granted for the purpose of attracting and motivating key employees and non- employee directors of the Company. Concurrent with the adoption of the Incentive Plan the Company granted 326,500 options to key employees and 36,000 options to non-employee directors. All options granted have an exercise price of $14.00 per share, the initial public offering price. The options granted to key employees vest ratably over a five-year period and expire 10 years after the date they were granted. The options granted to the non-employee directors vest ratably over a three-year period and expire 10 years after the date of grant. In October 1995, the FASB issued Statement #123, "Accounting for Stock-Based Compensation." The Company is required to adopt this standard no later than December 31, 1996. This Statement encourages companies to recognize expense for stock options at an estimated fair value based on an option pricing model. If expense is not recognized for stock options, pro forma footnote disclosure is required of what net income and earnings per share would have been under the Statement's approach to valuing and expensing stock options. Certain other new disclosures will be required. The Company will implement the provisions of this Statement in 1996, but has decided that it will not recognize the expense related to stock options in the financial statements. The impact of this new Statement has not yet been completely evaluated. NOTE 8. EQUITY December 31, 1995 ----------------------- Issued and Authorized Outstanding ---------- ----------- Preferred stock, $.01 par value 2,000,000 -- Common stock, no par value 200 200 Class A common stock, $.01 par value 12,337,700 100 Class B common stock, $.01 par value 662,300 -- March 31, 1996 ----------------------- Issued and Authorized Outstanding ---------- ----------- Preferred stock, $.01 par value 2,000,000 -- Class A common stock, $.01 par value 12,337,700 5,261,350 Class B common stock, $.01 par value 662,300 662,296 NOTE 9. SUBSEQUENT EVENT On May 2, 1996, the Company acquired the domestic intermodal marketing business of American President Lines - Domestic Distribution Services from its parent, American President Companies, LTD. The Company paid $2,000,000 in cash and issued notes for $6,000,000, bearing interest which is due annually on any unpaid balances, at an annual rate of 6%. The note will be paid with three equal annual installments beginning on May 1, 1997. 11 HUB GROUP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BUSINESS COMBINATIONS On March 18, 1996, Hub Group, Inc. (the "Company") acquired the general partnership interests in 26 operating partnerships and a controlling interest in the Hub Group Distribution Services partnership (collectively referred to as "Hub Partnerships") for a total purchase price of approximately $43,309,000. The purchase price of these acquisitions was allocated to the assets acquired and liabilities assumed based on the fair value on the date of acquisition using the purchase method of accounting. Prior to the acquisitions, the Company's business was comprised of the operations of its wholly owned subsidiary, Hub City Terminals, Inc. ("Hub Chicago"). The acquired businesses' revenues are approximately nine times that of Hub Chicago. As a result, consolidated revenues and operating expenses will increase dramatically in future quarters. Additionally, purchased transportation costs and operating costs as a percent to revenue may differ from historical trends for Hub Chicago. RESULTS OF OPERATIONS REVENUES Revenues totaled $48.8 million for the first quarter ended March 31, 1996, representing a 157.7% increase over the comparable period in 1995. Without the acquisition, company revenues totaled $20.2 million for the first quarter of 1996 representing a 6.5% increase over the comparable period in 1995. This increase resulted principally from revenues generated from sales to the Hub Partnerships. PURCHASED TRANSPORTATION Purchased transportation decreased in the first quarter of 1996 to 89.0% of revenues from 91.7% of revenues in the comparable period in 1995. Without the acquisition, purchased transportation decreased slightly to 91.6% of revenues in the period compared to 91.7% of revenues in the comparable period in 1995. Management has been successful in controlling purchased transportation costs in a somewhat erratic transportation market exacerbated by economic uncertainty and rising fuel costs. Continued fuel price increases could adversely impact the Company's ability to maintain purchased transportation costs at current levels. NET REVENUES Net revenues increased to 11.0% of revenues in the first quarter of 1996 from 8.3% of revenues in the comparable period in 1995. Without the acquisition, net revenues increased slightly to 8.4% of revenues in the period compared to 8.3% of revenues in the first quarter of 1995. SALARIES AND BENEFITS Salaries and benefits increased to $2.6 million or 5.3% of revenues in the first quarter of 1996 compared to $.6 million or 3.4% of revenues in the comparable period in 1995. Without the acquisition, salaries and benefits increased to $.7 million or 3.6% of revenues compared to $.6 million or 3.4% of revenues in the comparable period in 1995. This increase was a result of additional staffing to implement 12 the Company's strategy to grow its truckload brokerage operations and additional sales personnel to expand the local revenue base. SELLING, GENERAL AND ADMINISTRATIVE Selling, general and administrative expenses increased to $1.0 million or 2.1% of revenues in the first quarter of 1996 compared to $.3 million or 1.6% of revenues in the comparable period in 1995. Without the acquisition, selling, general and administrative costs for the period totaled $.2 million or 1.2% of revenues compared to $.3 million or 1.6% of revenues in the comparable period in 1995. This decrease was the result of a reduction in the bad debt reserve of $80,000. OPERATING INCOME Operating income increased to $1.8 million or 3.6% of revenues in the first quarter of 1996 compared to $.6 million or 3.2% of revenues in the comparable period in 1995. Without the acquisition, operating income increased to $.7 million or 3.6% of revenues for the period compared to $.6 million or 3.2% of revenues in the comparable period in 1995. OTHER INCOME (EXPENSE) All of the interest expense incurred in the first quarter of 1996 was incurred subsequent to March 17, 1996 and relates primarily to balloon notes assumed in the acquisition (see "Liquidity and Capital Resources"). Interest expense will increase significantly in the second quarter of 1996 as the balloon notes will be outstanding for the entire quarter. Additionally, the Company will be recognizing interest expense on notes issued in conjunction with an acquisition which closed in May, 1996 (see "Liquidity and Capital Resources"). The Company incurred no interest expense in the first quarter of 1995. Interest income will increase significantly in the second quarter of 1996 from the investment of the portion of the net proceeds from the initial public offering retained by the Company. Additional interest income will be generated by the Hub Partnerships, as they will be included for the full quarter. Reported interest income was approximately $30,000 for both of the quarters ended March 31, 1995 and 1996. MINORITY INTEREST Minority interest was $.7 million or 1.4% of revenues in the first quarter of 1996. Without the acquisition, the company had no minority interest for the quarters ended March 31, 1996 and March 31, 1995. INCOME TAXES Income taxes were $.2 million or .4% of revenues in the first quarter of 1996. The Company had no provision for income taxes prior to March 18, 1996, as the Company was a non-taxable subchapter S corporation. NET INCOME Net income increased to $.9 million in the first quarter of 1996 compared to $.6 million in the comparable period in 1995, but decreased to 1.8% of revenues in the first quarter of 1996 compared to the first quarter of 1995. Without the acquisition, net income increased to $.7 million or 3.6% of revenues in the first quarter of 1996 compared to $.6 million or 3.4% of revenues in the comparable period of 1995. 13 PRO FORMA PROVISION FOR ADDITIONAL INCOME TAXES Additional pro forma income taxes of $.2 million in the first quarter of 1996 and $.3 million in the first quarter of 1995 were recorded to provide an assumed effective federal and state income tax provision at a rate of 40% of income before taxes for the periods prior to March 18, 1996 and March 31, 1995 respectively. PRO FORMA NET INCOME Pro forma net income increased to $.6 million in the first quarter of 1996 compared to $.4 million in the comparable period in 1995, but decreased to 1.3% of revenues in the first quarter of 1996 compared to 2.0% of revenues in the first quarter of 1995. PRO FORMA EARNINGS PER SHARE Pro forma earnings per share increased to $.29 in the quarter ended March 31, 1996 compared to $.23 for the quarter ended March 31, 1995. Without the acquisition, pro forma earnings per share increased to $.26 in the first quarter of 1996 compared to $.23 in the comparable period in 1995. LIQUIDITY AND CAPITAL RESOURCES During the first quarter of 1996, the Company had two significant transactions that affected liquidity. The two transactions were the initial public offering of the Company's common stock and the subsequent acquisition of the Hub Partnerships. These two items represented a cash inflow and outflow of $53.0 million and $35.5 million, respectively. Related to the acquisition, the Company assumed long-term debt of $14.9 million, the majority of which is comprised of 5-year balloon notes due in March of 2001, bearing interest at an annual rate of 5.45%. Additionally, the acquisition resulted in the recognition of a $10.3 million deferred tax asset which will offset cash payments for taxes ratably over the next 15 years. The $17.4 million of goodwill acquired will result in an annual tax deductible expense to be recognized ratably over the next 15 years. For book purposes goodwill is being amortized over 40 years. Immediately prior to the initial public offering and acquisition, Hub Chicago issued 5-year balloon notes, due in March 2001, to its shareholders for approximately $663,000, bearing interest at an annual rate of 5.45%. In May of 1996, the Company closed on its acquisition of the domestic intermodal marketing business of American President Lines-Domestic Distribution Services. The Company paid $2.0 million at closing and issued a note for $6.0 million, bearing interest at an annual rate of 6.0%, which is due annually on any unpaid balances. The note will be paid with three equal annual installments beginning on May 1, 1997. The Company maintains a bank line of credit totaling $5.0 million which bears interest at the prime rate less 1/2%. As of March 31, 1996 the unused and available portion of this credit line was $4.6 million. Although there can be no assurances, management believes it can obtain a significant additional line of credit, if necessary. The Company does not require substantial capital expenditures. Capital expenditures are principally used to enhance or expand the Company's computer system and network capabilities. Reported consolidated capital expenditures will be significantly higher in the future due to the acquisition of the Hub Partnerships in March, 1996. The Company believes that existing cash, cash provided by operations and cash available under lines of credit will be sufficient to meet the Company's short-term working capital and capital expenditure needs. The company also believes that the aforementioned items are sufficient to meet its long-term working capital, capital expenditure and debt repayment needs through the year 2001. 14 HUB PARTNERSHIPS UNAUDITED CONDENSED COMBINED BALANCE SHEET (in thousands)
December 31, ------------ 1995 ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $10,949 Accounts receivable, net Trade 74,406 Affiliate 1,774 Prepaid expenses 832 Other current assets 1,641 ------- TOTAL CURRENT ASSETS 89,602 PROPERTY AND EQUIPMENT, net 8,994 OTHER ASSETS 366 ------- TOTAL ASSETS $98,962 ======= LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable Trade $64,212 Affiliate 2,376 Other 3,323 Accrued expenses Payroll 4,125 Other 1,115 Current portion of long-term debt 681 ------- TOTAL CURRENT LIABILITIES 75,832 ------- LONG-TERM DEBT, EXCLUDING CURRENT PORTION 1,007 CONTINGENCIES AND COMMITMENTS MANDATORILY REDEEMABLE COMMON STOCK 10,386 EQUITY: Common stock, $0-$100 par value 1,943 Additional paid-in capital 500 Treasury stock (32) Partnership capital 129 Retained earnings 9,197 ------- TOTAL STOCKHOLDERS' EQUITY 11,737 ------- TOTAL LIABILITIES AND EQUITY $98,962 =======
See notes to unaudited condensed combined financial statements. 15 HUB PARTNERSHIPS UNAUDITED CONDENSED COMBINED STATEMENTS OF OPERATIONS (in thousands)
Three Months January 1 Ended through March 31, March 17, 1995 1996 ------------ --------- REVENUE: Trade $ 150,879 $142,413 Affiliate 4,793 3,992 --------- -------- Total revenue 155,672 146,405 PURCHASED TRANSPORTATION 137,273 128,405 --------- -------- Net revenue 18,399 18,000 COSTS AND EXPENSES: Salaries and benefits 9,286 9,807 Selling, general and administrative 4,220 3,946 --------- -------- Total costs and expenses 13,506 13,753 Operating income 4,893 4,247 --------- -------- INTEREST AND OTHER INCOME 200 159 --------- -------- INCOME BEFORE PROVISION FOR INCOME TAXES 5,093 4,406 PROVISION FOR INCOME TAXES 116 126 --------- -------- NET INCOME $ 4,977 $ 4,280 ========= ========
See notes to unaudited condensed combined financial statements. 16 HUB PARTNERSHIPS UNAUDITED CONDENSED COMBINED STATEMENTS OF EQUITY For the period January 1, 1996 through March 17, 1996 (in thousands, except share amounts)
Common Stock Additional ----------------- Paid-in Treasury Partnership Retained Shares Amount Capital Stock Capital Earnings Equity ------ ------- ---------- -------- ----------- -------- ------- BALANCE AT JANUARY 1, 1996 84,763 $ 1,814 $629 $(32) 129 $ 9,197 $11,737 Net income 4,280 4,280 Distributions (1,745) (629) 32 (13,477) (15,819) ------ ------- ---- ---- ----- ------- ------- BALANCE AT MARCH 17, 1996 84,763 $ 69 $ -- $ -- $ 129 $ -- $ 198 ====== ======= ==== ==== ===== ======= =======
See notes to unaudited condensed combined financial statements. 17 HUB PARTNERSHIPS UNAUDITED CONDENSED COMBINED STATEMENTS OF CASH FLOWS (in thousands)
THREE MONTHS JANUARY 1 ENDED THROUGH MARCH 31, MARCH 17, 1995 1996 ------------ --------- Cash flows from operating activities: Net income $ 4,977 $ 4,280 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 538 553 Loss on sale of property and equipment 12 3 Changes in working capital: Accounts receivable, net 1,324 604 Prepaid expenses (198) (29) Other current assets (168) 918 Accounts payable 1,011 4,783 Accrued expenses (281) (140) Other assets 14 (407) -------- -------- Net cash provided by operations 7,229 10,565 -------- -------- Cash flows from investing activities: Purchases of property and equipment, net (1,341) (775) -------- -------- Cash flows from financing activities: Proceeds from issuance of long-term debt 724 13,594 Proceeds from sale of common stock 146 -- Distributions (6,449) (26,207) Payments on long-term debt (164) (361) -------- -------- Net cash used in financing activities (5,743) (12,974) -------- -------- Net increase (decrease) in cash 145 (3,184) Cash, beginning of period 14,805 10,949 -------- -------- Cash, end of period $ 14,950 $ 7,765 ======== ======== Supplemental disclosures of cash flow information Cash paid for: Interest $ 36 $ 56 Income taxes 140 130
See notes to unaudited condensed combined financial statements. 18 HUB PARTNERSHIPS NOTES TO UNAUDITED CONDENSED COMBINED FINANCIAL STATEMENTS NOTE 1. INTERIM FINANCIAL STATEMENTS The accompanying unaudited condensed combined financial statements of 26 Subchapter S corporations and the Hub Group Distributions Services partnership (collectively referred to as "Hub Partnerships" or the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations. However, the Company believes that the disclosures contained herein are adequate to make the information presented not misleading. The financial statements reflect, in the opinion of management, all material adjustments (which include only normal recurring adjustments) necessary to present fairly the Company's financial position and results of operations. NOTE 2. BASIS OF FINANCIAL STATEMENT PRESENTATION The unaudited condensed combined financial statements of Hub Partnerships are presented herein to reflect the financial condition and results of operations of the Hub Partnerships as of and for the periods in which the Hub Partnerships were the predecessor to the business acquired by Hub Group, Inc. on March 18, 1996, as necessary to disclose the financial statements of the business acquired by Hub Group, Inc. pursuant to the rules and regulations of the Securities and Exchange Commission. NOTE 3. SPECIAL DISTRIBUTION Immediately prior to March 18, 1996, the Company distributed substantially all of its equity, including retained earnings through March 17, 1996, to its shareholders in the form of cash and notes. The notes are five-year balloon notes bearing interest at an annual rate of 5.45%. Interest is compounded annually with all principal and interest due in March of 2001. NOTE 4. PROPERTY AND EQUIPMENT Property and equipment consist of the following:
DECEMBER 31, 1995 ----------------- (000's) Land $ 92 Building and improvements 1,376 Leasehold improvements 674 Computer equipment and software 8,562 Furniture and equipment 3,418 Transportation equipment and automobiles 2,353 ----------------- 16,475 Less: Accumulated depreciation (7,481) ----------------- PROPERTY AND EQUIPMENT, net $ 8,994 -----------------
19 HUB PARTNERSHIPS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BUSINESS COMBINATIONS On March 18, 1996, Hub Group, Inc. acquired the general partnership interest in 26 operating partnerships and a controlling interest in the Hub Group Distribution Services partnership (collectively referred to as "Hub Partnerships"). The unaudited condensed combined financial statements of Hub Partnerships are presented herein to reflect the financial condition and results of operations of the Hub Partnerships as of and for the periods in which the Hub Partnerships were the predecessor to the business acquired by Hub Group, Inc. on March 18, 1996. RESULTS OF OPERATIONS REVENUES Revenues totaled $146.4 million for the period January 1, 1996 through March 17, 1996, representing a 6.0% decrease from the quarter ended March 31, 1995. Although truckload brokerage and logistics revenues increased significantly to approximately $24.7 million, total revenues decreased due to the shortened period in 1996 compared to the first quarter in 1995. PURCHASED TRANSPORTATION Purchased transportation decreased in the period ended March 17, 1996 to 87.7% of revenues from 88.2% of revenues in the first quarter of 1995. The decrease is attributable to the Company's volume leverage with vendors, efficient utilization of available leased equipment and management's continued focus on controlling purchased transportation costs. NET REVENUES Net revenues increased to 12.3% of revenues in the period ended March 17, 1996 from 11.8% of revenues in the first quarter of 1995. SALARIES AND BENEFITS Salaries and benefits increased to $9.8 million or 6.7% of revenues in the period ended March 17, 1996 compared to $9.3 million or 6.0% of revenues in the first quarter in 1995. The majority of the increase resulted from the Company's decision to invest in additional staffing to handle new brokerage and logistics business, expansion of local and national sales forces and additional financial and administrative functions needed to continue the Company's growth. Management feels that the increased staffing provides the foundation to handle future revenue growth at reduced incremental staffing levels. SELLING, GENERAL AND ADMINISTRATIVE Selling, general and administrative costs decreased to $3.9 million in the period ended March 17, 1996 compared to $4.2 million in the first quarter of 1995. The decrease in expenditures is directly attributable to the shortened period in 1996. 20 OPERATING INCOME Operating income decreased to $4.2 million or 2.9% of revenues in the period ended March 17, 1996 compared to $4.9 million or 3.1% of revenues in the first quarter of 1995. INTEREST AND OTHER INCOME Interest and other income remained constant at $.2 million and .1% of revenues in the period ended March 17, 1996 as compared to the quarter ended March 31, 1995. INCOME TAXES Provision for income taxes remained constant at $.1 million or .1% of revenues for the period ended March 17, 1996 as compared to the quarter ended March 31, 1995. Provision for income taxes represents the provision for state and local income taxes that are assessed directly to the Hub Partnerships. NET INCOME Net income decreased to $4.3 million or 2.9% of revenues in the period ended March 17, 1996 compared to $5.0 million or 3.2% of revenues in the first quarter of 1995. LIQUIDITY AND CAPITAL RESOURCES The Hub Partnerships, prior to being acquired on March 18, 1996, distributed substantially all of its equity to its shareholders. This distribution was made through use of existing cash and through issuance of five-year balloon notes, bearing interest at an annual rate of 5.45%. Since the Hub Partnerships sold all of its liabilities and substantially all of its assets, it no longer has any cash requirements related to working capital needs or debt maturities. 21 PART II. OTHER INFORMATION None. 22 Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly authorized this report to be signed on its behalf by the undersigned thereunto duly authorized. HUB GROUP, INC. DATE: May 14, 1996 /s/ William L. Crowder ------------------------------------ William L. Crowder Vice President-Finance and Chief Financial Officer (Principal Financial Officer)
 



5 This schedule contains summary financial information extracted from the Unaudited Condensed Consolidated Statements of Operations and Unaudited Condensed Consolidated Balance Sheets and is qualified in its entirety by reference to such financial statements. 1,000 3-MOS DEC-31-1996 MAR-31-1996 19956 0 82394 950 0 103769 10172 637 142071 88441 0 59 0 0 37772 142071 0 48797 0 43412 3630 67 31 1070 428 1755 0 0 0 642 0.29 0