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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2001
Commission File No. 000-24615
LANDAIR CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE 62-1743549
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
430 AIRPORT ROAD
GREENEVILLE, TENNESSEE 37745
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 636-7000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
The number of shares outstanding of the registrant's common stock, $.01 par
value, as of April 30, 2001 was 4,841,205.
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TABLE OF CONTENTS
LANDAIR CORPORATION
Page
Number
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets -
March 31, 2001 and December 31, 2000 3
Condensed Consolidated Statements of Operations -
Three months ended March 31, 2001 and 2000, respectively 4
Condensed Consolidated Statements of Cash Flows -
Three months ended March 31, 2001 and 2000 5
Notes to Condensed Consolidated Financial Statements -
March 31, 2001 6
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
ITEM 3. Quantitative and Qualitative Disclosure of Market Risk 14
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 15
ITEM 2. Changes in Securities and Use of Proceeds 15
ITEM 3. Defaults Upon Senior Securities 15
ITEM 4. Submission of Matters to a Vote of Security Holders 15
ITEM 5. Other Information 15
ITEM 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
EXHIBIT INDEX 17
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Landair Corporation
Condensed Consolidated Balance Sheets
March 31, December 31,
2001 2000
--------------------------
(Unaudited) (Note 1)
(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents $ 8 $ 9
Accounts receivable, less allowance of $1,076 in 2001 and
$1,267 in 2000 12,184 12,923
Other current assets 5,065 5,687
--------------------------
Total current assets 17,257 18,619
Property and equipment 86,099 88,555
Less accumulated depreciation and amortization 30,184 29,783
--------------------------
55,915 58,772
Other assets 3,626 3,936
--------------------------
Total assets $ 76,798 $ 81,327
==========================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,060 $ 3,072
Accrued expenses 8,564 8,957
Current portion of long-term debt 6,385 8,495
--------------------------
Total current liabilities 18,009 20,524
Long-term debt, less current portion 16,752 20,223
Deferred income taxes 11,003 10,254
Shareholders' equity:
Preferred stock -- --
Common stock, $.01 par value:
Authorized shares - 45,000,000
Issued and outstanding shares - 4,841,205 in 2001
and 4,886,136 in 2000 48 49
Additional paid-in capital 37,748 38,078
Retained deficit (6,762) (7,801)
--------------------------
Total shareholders' equity 31,034 30,326
--------------------------
Total liabilities and shareholders' equity $ 76,798 $ 81,327
==========================
See notes to condensed consolidated financial statements.
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Landair Corporation
Condensed Consolidated Statements of Operations
(Unaudited)
Three months ended
--------------------------------------
March 31, 2001 March 31, 2000
--------------------------------------
(In thousands, except per share data)
Operating revenue $ 28,956 $ 33,130
Operating expenses:
Salaries, wages and employee benefits 9,818 11,117
Purchased transportation 7,678 9,094
Fuel and fuel taxes 2,981 3,407
Depreciation and amortization 2,424 3,816
Insurance and claims 860 1,595
Operating leases 408 618
Other operating expenses 2,669 3,154
--------------------------------------
26,838 32,801
--------------------------------------
Income from operations 2,118 329
Other income (expense):
Interest expense (460) (776)
Other, net 71 240
--------------------------------------
(389) (536)
--------------------------------------
Income (loss) before income taxes 1,729 (207)
Income taxes (benefit) 690 (68)
--------------------------------------
Net income (loss) $ 1,039 $ (139)
======================================
Income (loss) per share:
Basic $ .21 $ (0.02)
======================================
Diluted $ .21 $ (0.02)
======================================
See notes to condensed consolidated financial statements.
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Landair Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three months ended
-------------------------------
March 31, March 31,
2001 2000
-------------------------------
(In thousands)
Cash provided by operations:
Net income (loss) $ 1,039 $ (139)
Gain on disposal -- (65)
Depreciation and amortization 2,424 3,270
Other, net 2,015 3,360
--------------------------------
Net cash provided by operations 5,478 6,426
Investing activities:
Proceeds from disposal of property and
equipment 517 655
Purchases of property and equipment (53) (57)
Other, net (31) (408)
--------------------------------
Net cash provided by investing activities 433 190
Financing activities:
Payments of long-term debt (5,581) (6,414)
Repurchase of common stock (331) (202)
Cash used in financing activities (5,912) (6,616)
--------------------------------
Decrease in cash and cash equivalents $ (1) $ --
================================
See notes to condensed consolidated financial statements.
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Landair Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2001
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three-month period ended March 31, 2001
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2001. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Landair Corporation
Annual Report on Form 10-K for the year ended December 31, 2000.
The balance sheet at December 31, 2000 has been derived from the audited
financial statements at that date, but does not include all of the financial
information and footnotes required by generally accepted accounting principles
for complete financial statements.
Certain reclassifications have been made to the prior year financial statements
to conform to the 2001 presentation. These reclassifications had no effect on
the net loss as previously reported.
2. COMPREHENSIVE INCOME
The Company had no items of other comprehensive income in 2001 or 2000 and,
accordingly, comprehensive income is equivalent to net income.
3. IMPAIRMENT OF LONG-LIVED ASSETS
In accordance with the provisions of Statement of Financial Accounting Standards
(SFAS) No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of, the Company performs a periodic review of
its long-lived assets, including goodwill and other intangibles, for impairment
whenever events or changes in circumstances indicate that the carrying amount of
these assets may not be recoverable. During the fourth quarter of 2000, as part
of its periodic review of long-lived assets, the Company evaluated its fleet of
tractors and trailers and determined that much of the equipment was
underutilized. As a result, the Company committed to a plan in December 2000 to
dispose of excess revenue equipment. Based on the Company's impairment analysis,
it was determined that the carrying value of certain tractors and trailers
exceeded fair value, less estimated costs of disposal.
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Landair Corporation
Notes to Condensed Consolidated Financial Statements (continued)
3. IMPAIRMENT OF LONG-LIVED ASSETS
In the fourth quarter of 2000, the Company recorded an impairment charge of $6.6
million as a result of its impairment review. The impairment charge included
approximately $3.0 million for tractors and trailers held for sale, $2.0 million
for tractors and trailers held for use and expected to be sold within one year,
$1.1 million for lost trailers and $480,000 for other operating assets.
Included in current assets held for sale at March 31, 2001, are tractors and
trailers with impaired carrying values of approximately $1.8 million. These
tractors and trailers are held for disposal. The Company believes that the sale
of the tractors and trailers included in current assets will occur and proceeds
will be collected within one year of the balance sheet date. Included in
noncurrent assets held for sale are trailers with impaired carrying values of
approximately $3.4 million. The Company has negotiated with a trailer
manufacturer to trade in two to three used trailers in exchange for each new
trailer in 2001. Under the provisions of SFAS No. 121, depreciation is not
recorded during the period in which assets are being held for sale.
The remaining tractors and trailers identified for disposal by the Company
during the fourth quarter of 2000 will be used in operations until replacement
assets can be obtained. Such assets are impaired and have been written down to
fair value less costs to sell (inclusive of the intervening depreciation).
Assets held for use expected to be sold within one year will continue to be
depreciated until their disposal date and are included in revenue equipment in
the consolidated balance sheet at March 31, 2001.
4. RESTRUCTURING COSTS
In December 2000, the Company committed to various exit and restructuring
activities. These activities included plans to exit operations at four leased
terminals (Dallas, Memphis, Camden and Chicago). In accordance with Emerging
Issues Task Force ("EITF") Consensus No. 94-3, the Company accrued $56,000 in
December 2000 for future rent payments and termination penalties under
non-cancelable leases at the facilities. The Company exited the leases and paid
the remaining lease payments and termination penalties in January 2001.
Certain employees were terminated related to the restructuring activities. The
Company accrued termination benefits of $56,000 as of December 31, 2000 related
to severance benefits that had been communicated to the respective employees as
of December 31, 2000. The Company severed several other employees during the
first quarter of 2001. The Company incurred an additional $225,000 of
restructuring costs related to termination benefits in the first quarter of
2001. The Company paid $281,000 of restructuring costs related to termination
benefits in the first quarter of 2001.
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Landair Corporation
Notes to Condensed Consolidated Financial Statements (continued)
5. INCOME PER SHARE
The following table sets forth the computation of basic and diluted income per
share (in thousands, except per share data):
Three months ended
-------------------------------------
March 31, 2001 March 31, 2000
-------------------------------------
Numerator:
Numerator for basic and diluted earnings per
share - net income (loss) $ 1,039 $ (139)
Denominator:
Denominator for basic earnings per share -
weighted-average shares 4,853 6,016
Effect of dilutive stock options 31 63
-------------------------------------
Denominator for diluted earnings per share -
adjusted weighted-average shares 4,884 6,079
=====================================
Basic earnings (loss) per share $ .21 $ (0.02)
=====================================
Diluted earnings (loss) per share (1) $ .21 $ (0.02)
=====================================
(1) Diluted loss per share amounts for 2000 have been calculated using the same
denominator as used in the basic loss per share calculation as the
inclusion of dilutive securities in the denominator would have an
antidilutive effect.
6. INCOME TAXES
For the three months ended March 31, 2001 and 2000, the effective income tax
(benefit) rate varied from the statutory federal income tax rate of 34%
primarily as a result of the effect of state income taxes, net of the federal
benefit, and permanent differences.
7. COMMITMENTS AND CONTINGENCIES
The primary claims in the Company's business are workers' compensation, property
damage, auto liability and medical benefits. Most of the Company's insurance
coverage provides for self-insurance levels with primary and excess coverage
which management believes is sufficient to adequately protect the Company from
catastrophic claims. In the opinion of management, adequate provision has been
made for all incurred claims up to the self-insured limits, including provision
for estimated claims incurred but not reported.
The Company estimates its self-insurance loss exposure by evaluating the merits
and circumstances surrounding individual known claims, and by performing
hindsight analysis to
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Landair Corporation
Notes to Condensed Consolidated Financial Statements (continued)
determine an estimate of probable losses on claims incurred but not reported.
Such losses could be realized immediately as the events underlying the claims
have already occurred as of the balance sheet dates.
Because of the uncertainty of the ultimate resolution of outstanding claims, as
well as uncertainty regarding claims incurred but not reported, it is possible
that management's provision for these losses could change materially in the near
term. However, no estimate can currently be made of the range of additional loss
that is at least reasonably possible.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
The following table sets forth the percentage relationship of expense items to
operating revenue for the periods indicated.
Three months ended
------------------------------------
March 31, 2001 March 31, 2000
------------------------------------
Operating revenue 100.0% 100.0%
Operating expenses:
Salaries, wages and employee
benefits 33.9 33.6
Purchased transportation 26.5 27.4
Fuel and fuel taxes 10.3 10.3
Depreciation and amortization 8.4 11.5
Insurance and claims 3.0 4.8
Operating leases 1.4 1.8
Other operating expenses 9.2 9.6
------------------------------------
92.7 99.0
------------------------------------
Income from operations 7.3 1.0
Other income (expense):
Interest expense (1.6) (2.3)
Other, net 0.3 0.7
------------------------------------
(1.3) (1.6)
------------------------------------
Income (loss) before income taxes 6.0 (0.6)
Income taxes (benefit) 2.4 (0.2)
------------------------------------
Net income (loss) 3.6% (0.4)%
====================================
Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000
Operating revenue decreased by $4.2 million, or 12.6%, to $29.0 million in the
first quarter of 2001 from $33.1 million in 2000. This decrease was the result
of an 18.3% decrease in the average tractors in service, including
owner-operators, during the first quarter of 2001 compared to the same period in
2000, partially offset by higher equipment utilization. During the first
quarters of 2001 and 2000, the average tractors in service were 852 and 1,043,
respectively. The average revenue per tractor per week increased from $2,443 per
tractor per week in the first quarter of 2000 to $2,655 per tractor per week in
the first quarter of 2001.
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The operating ratio (operating expenses as a percentage of operating revenue)
was 92.7% for the first quarter of 2001 compared to 99.0% for 2000. The decrease
in the operating ratio in 2001 was due primarily to lower depreciation and
amortization, insurance and claims, and equipment maintenance expenses and other
factors as discussed below.
Salaries, wages and employee benefits were 33.9% of operating revenue in the
first quarter of 2001 compared to 33.6% in 2000. The increase in salaries, wages
and employee benefits as a percentage of operating revenue was due to the
restructuring costs related to termination benefits of $225,000 incurred in the
first quarter of 2001. During the first quarters of 2001 and 2000,
Company-operated tractors in service represented approximately 67.0% of the
total average tractors in service including owner-operators.
Purchased transportation was 26.5% of operating revenue in the first quarter of
2001 compared to 27.4% in 2000. The decrease in purchased transportation as a
percentage of operating revenue in the first quarter of 2001 was primarily
attributable to an increase in revenue utilization of Company-operated tractors.
Fuel and fuel taxes were 10.3% of operating revenue in the first quarter of 2001
compared to 10.3% in 2000.
Depreciation and amortization expense as a percentage of operating revenue was
8.4% in the first quarter of 2001 compared to 11.5% in 2000. The decrease in
depreciation and amortization as a percentage of operating revenue is
attributable to a decrease in the average number of tractors and trailers in
service in the first quarter of 2001 compared to the same period in 2000. The
average number of Company tractors in service decreased from 702 in the first
quarter of 2000 to 564 in the first quarter of 2001. The average number of
trailers in service decreased from 3,141 in 2000 to 2,250 in 2001. Additionally,
depreciation and amortization expense in the first quarter of 2000 included
approximately $115,000 of goodwill amortization expense associated with the
acquisition of Laker Express, Inc. ("Laker") in 1999. In the fourth quarter of
2000, the Company determined that the goodwill associated with the acquisition
of Laker was fully impaired. As a result, the Company recorded an impairment
charge in the fourth quarter of 2000 for the unamortized portion of the
goodwill. Accordingly, the operating results for the three month period ended
March 31, 2001 do not include goodwill amortization expense associated with the
purchase of Laker.
Insurance and claims were 3.0% of operating revenue in the first quarter of 2001
compared to 4.8% in 2000. The decrease in insurance and claims expense is due
primarily to a decrease in the frequency and severity of accidents during the
first quarter of 2001 compared with 2000.
Operating leases were 1.4% of operating revenue in the first quarter of 2001
compared to 1.8% in 2000. The decrease in operating leases as a percentage of
operating revenue during 2001 is attributed to a decrease in rent for revenue
equipment between periods.
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Other operating expenses, a large component of which relates to equipment
maintenance, were 9.2% of operating revenue in the first quarter of 2001
compared to 9.6% in 2000. The decrease in other operating expenses as a
percentage of operating revenue is primarily attributed to a decrease in
equipment maintenance expense in the first quarter of 2001 compared to 2000. The
decrease in maintenance expense primarily is a result of the decrease in the
average number of tractors and trailers operated by the Company as previously
discussed.
Interest expense was $460,000, or 1.6% of operating revenue, in the first
quarter of 2001 compared to $776,000 or 2.3% in 2000. The decrease was due to
lower average net borrowings during 2001 resulting from the Company's strategy
to repay long-term debt and lower effective interest rates in the first quarter
of 2001 compared to the first quarter of 2000.
The combined federal and state effective tax rate for the first quarter of 2001
was 39.5% compared to a tax benefit of 32.9% for 2000.
As a result of the foregoing factors, net income increased by $1.2 million from
a net loss of $139,000 to net income of $1.0 million.
Liquidity and Sources of Capital
The continued growth of the Company, and the nature of its operations, have
required significant investment in new equipment. The Company has historically
financed revenue equipment purchases with cash flows from operations, and
through borrowing under credit agreements with financial institutions and
equipment manufacturers. Working capital needs have generally been met with cash
flows from operations and borrowings under credit agreements. Net cash provided
by operating activities of the Company was $5.5 million for the first three
months of 2001 compared with $6.4 million in the same period of 2000.
Net cash provided by investing activities was approximately $433,000 in the
first three months of 2001 compared with net cash provided by investing
activities of $190,000 in the same period of 2000. Investing activities
consisted primarily of the proceeds from disposal of property and equipment and
purchases of property and equipment during the first three months of 2001 and
2000.
Net cash used in financing activities was $5.9 million in the first three months
of 2001 compared with net cash used in financing activities of $6.6 million in
the same period of 2000. Financing activities consisted primarily of the
repayment of long-term debt and the repurchase of the Company's common stock
during the first three months of 2001 and 2000.
The Company's credit facilities include a working capital line of credit and two
equipment financing facilities. Subject to maintenance of financial covenants
and ratios, these credit facilities permit the Company to borrow up to $15.0
million under the working capital line of credit and $25.0 million under the
equipment financing facilities. Interest rates for advances under the facilities
vary based on covenants related to total indebtedness, cash flows, results of
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operations and other ratios. The facilities bear interest at LIBOR plus 0.75% to
2.0% and are secured by accounts receivable and certain revenue equipment. The
Company's working capital line of credit expires in May 2002. Availability under
the line of credit is reduced by the amount of outstanding letters of credit.
Among other restrictions, the terms of the line of credit require maintenance of
certain levels of net worth and other financial ratios. As of March 31, 2001,
the Company had $3.8 million of borrowings and $4.2 million of letters of credit
outstanding under the working capital line of credit facility and $8.3 million
of borrowings outstanding under the equipment financing facilities. As of March
31, 2001, the Company had $6.9 million and $8.2 million of available additional
borrowing capacity under the working capital line of credit and the equipment
financing facilities, respectively.
The Company also maintains a $20 million equipment financing facility with a
retail finance company. At March 31, 2001, $8.2 million was outstanding under
this credit facility.
The Company expects to finance its normal operating requirements and planned
revenue equipment purchases through available borrowing capacity under existing
lines of credit, future borrowings under installment notes for revenue
equipment, operating lease financing and cash generated by operations. In the
future, the Company will continue to have significant capital requirements,
which may require the Company to seek additional borrowings or to access capital
markets. The availability of debt financing or equity capital will depend upon
the Company's financial condition and results of operations as well as
prevailing market conditions and other factors over which the Company has little
or no control.
Forward-Looking Statements
The Company, or its executive officers and directors on behalf of the Company,
may from time to time make written or oral "forward-looking statements." Written
forward-looking statements may appear in documents filed with the Securities and
Exchange Commission, in press releases and in reports to shareholders. Oral
forward-looking statements may be made by the Company's executive officers and
directors on behalf of the Company to the press, potential investors, securities
analysts and others. The Private Securities Litigation Reform Act of 1995
contains a safe harbor for forward-looking statements. The Company relies on
this safe harbor in making such disclosures. In connection with this safe harbor
provision, the Company is hereby identifying important factors that could cause
actual results to differ materially from those contained in any forward-looking
statement made by or on behalf of the Company. Without limitation, factors that
might cause such a difference include economic factors such as recessions,
inflation, higher interest rates, downturns in customer business cycles,
competition, surplus inventories, loss of a major customer, fuel price
increases, the Company's lack of prior operating history as an independent
entity, the inability of the Company's information systems to handle increased
volume of freight, and the lack of availability and/or insufficient compensation
of qualified drivers and independent owner-operators needed to serve the
Company's transportation needs. The Company disclaims any intent or obligation
to update these forward-looking statements.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
The Company is exposed to market risk from changes in interest rates and
commodity prices. To reduce such risks, the Company selectively uses forward
purchase contracts for fuel. All such forward purchase transactions are
authorized and executed pursuant to clearly defined procedures.
Interest Rates
At March 31, 2001 and 2000, the fair value of the Company's total variable rate
debt was estimated to be approximately $12.1 million and $25.1 million,
respectively, which approximated carrying value based on the Company's current
incremental borrowing rates for similar types of borrowing arrangements. At
these borrowing levels, a hypothetical 10% adverse change in interest rates on
the debt would increase interest expense and decrease income before income taxes
by approximately $21,000 and $45,000 in the first three months of 2001 and 2000,
respectively. These amounts were determined by considering the impact of the
hypothetical interest rate increase on the Company's borrowing cost at the March
31, 2001 and 2000 borrowing levels.
Commodities
The availability and price of fuel are subject to fluctuations due to factors
such as seasonality, weather, government programs and policies, and changes in
global production. To reduce price sensitivity caused by market fluctuations,
the Company from time to time will enter into forward purchase contracts. At
March 31, 2001 and 2000, the Company had no outstanding commitments to purchase
fuel.
The above market risk discussion and the estimated amounts presented are
forward-looking statements of market risk based on the assumed occurrence of
certain adverse market conditions. Actual results in the future may differ
materially from those projected due to actual developments in the market.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is, from time to time, a party to litigation arising in the normal
course of its business, most of which involve claims for personal injury and
property damage incurred in connection with the transportation of freight.
Management believes that none of these actions, individually or in the
aggregate, will have a material adverse effect on the financial condition or
results of operations of the Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
ITEM 5. OTHER INFORMATION
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following exhibits are included herein:
(a) Exhibits - The response to this portion of Item 6 is submitted as a
separate section of this report.
(b) Reports on Form 8-K - The Company filed a report on Form 8-K on January 4,
2001, to report the appointment of John A. Tweed as President and Chief
Operating Officer and director following the December 27, 2000 resignation
of C. Tim Roach from those positions.
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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.
Landair Corporation
Date: May 14, 2001 By: /s/ Andrew J. Mantey
------------------------------------
Andrew J. Mantey
Chief Financial Officer
and Senior Vice President
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EXHIBIT INDEX
Exhibit No.
-----------
10.1 Third Amendment to Loan and Security Agreement
among SunTrust Bank, the registrant and Landair
Transport, Inc., dated as of March 23, 2001
10.2 Fourth Amendment to Loan and Security Agreement
among SunTrust Bank, the registrant and Landair
Transport, Inc., dated as of March 23, 2001
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