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Us Xpress Enterprises Inc US XPRESS ENTERPRISES INC FORM 10-Q (Quarterly Report) Filed 5/15/2000 For Period Ending 3/31/2000 Address 4080 JENKINS ROAD CHATTANOOGA, Tennessee 37421 Telephone 423-510-3000 CIK 0000923571 Industry Trucking Sector Transportation Fiscal Year 12/31 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended Commission file number March 31, 2000 0-24806 U.S. XPRESS ENTERPRISES, INC. (Exact name of registrant as specified in its charter) NEVADA 62-1378182 (State or other jurisdiction of (I.R.S. employer identification no.) Incorporation or organization) 4080 Jenkins Road (423) 510-3000 CHATTANOOGA, TENNESSEE 37421 (Registrant's telephone no.) (Address of principal executive offices) (Zip 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 X No As of March 31, 2000, 11,407,647 shares of the registrant's Class A common stock, par value $.01 per share, and 3,040,262 shares of Class B common stock, par value $.01 per share, were outstanding. Page 1 of 17 U.S. XPRESS ENTERPRISES, INC. INDEX Page No. -------- PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements.................. 3 ------ Consolidated Statements of Operations for the Three Months Ended March 31, 2000 and 1999............... 4 Consolidated Balance Sheets as of March 31, 2000 and December 31, 1999......................... 5 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2000 and 1999......... 7 Notes to Consolidated Financial Statements......... 8 Item 2. Management's Discussion and Analysis of ------ Financial Condition and Results of Operations...... 11 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K.................... 16 ------ SIGNATURES.......................................... 17 2 U.S. XPRESS ENTERPRISES, INC. PART I FINANCIAL INFORMATION Item 1. Consolidated Financial Statements The interim consolidated financial statements contained herein reflect all adjustments that, in the opinion of management, are necessary for a fair statement of the financial condition and results of operations for the periods presented. They have been prepared by the Company, without audit, in accordance with the instructions to Form 10-Q and the rules and regulations of the Securities and Exchange Commission and do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Operating results for the three months ended March 31, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. In the opinion of management, all adjustments necessary for a fair presentation of such financial statements have been included. Such adjustments consisted only of items that are of a normal recurring nature. These interim consolidated financial statements should be read in conjunction with the Company's latest annual consolidated financial statements (which are included in the 1999 Annual Report to Stockholders in the Company's Form 10-K filed with the Securities and Exchange Commission on March 30, 2000). 3 U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except Per Share Data) (Unaudited) Three Months Ended March 31, ----------------------------- 2000 1999 -------- -------- Operating Revenue $191,841 $161,266 -------- -------- Operating Expenses: Salaries, wages and benefits 71,575 63,388 Fuel and fuel taxes 33,867 21,379 Vehicle rents 14,860 11,900 Depreciation and amortization, net of gain on sale 7,868 6,902 Purchased transportation 25,257 19,294 Operating expense and supplies 11,546 9,891 Insurance premiums and claims 7,633 5,382 Operating taxes and licenses 3,386 3,048 Communications and utilities 3,032 2,970 General and other operating 7,975 7,753 ------- --------- Total operating expenses 186,999 151,907 ------- --------- Income from Operations 4,842 9,359 Interest Expense, net 3,395 3,165 ------- --------- Income Before Income Taxes 1,447 6,194 Income Taxes 579 2,477 ------- --------- Net Income $ 868 $ 3,717 ======= ========= Earnings Per Share - basic $ 0.06 $ 0.25 ======= ========= Weighted average shares - basic 14,523 14,963 ======= ========= Earnings Per Share - diluted $ 0.06 $ 0.25 ======= ========= Weighted average shares - diluted 14,582 15,068 ======= ========= (See accompanying Notes to Consolidated Financial Statements) 4 U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands) March 31, 2000 December 31, 1999 -------------- ----------------- (Unaudited) Assets ----------------------------------------------------------------- Current Assets: Cash and cash equivalents $ 107 $ 259 Customer receivables, net of allowance 97,878 101,870 Other receivables 7,211 9,807 Prepaid insurance and licenses 9,872 2,078 Operating and installation supplies 5,984 6,078 Deferred income taxes 2,148 2,148 Other current assets 5,125 2,092 -------- -------- Total current assets 128,325 124,332 -------- -------- Property and Equipment, at cost: Land and buildings 10,429 10,377 Revenue and service equipment 237,740 223,991 Furniture and equipment 19,526 19,169 Leasehold improvements 24,301 22,343 -------- -------- 291,996 275,880 Less accumulated depreciation and amortization (75,777) (69,547) -------- -------- Net property and equipment 216,219 206,333 -------- -------- Other Assets: Goodwill, net 69,658 70,161 Other 11,402 8,211 -------- -------- Total other assets 81,060 78,372 -------- -------- Total Assets $425,604 $409,037 ======== ======== (See accompanying Notes to Consolidated Financial Statements) 5 U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands Except Share Data) March 31, 2000 December 31, 1999 -------------- ----------------- (Unaudited) Liabilities and Stockholders' Equity ----------------------------------------------------------------- Current Liabilities: Accounts payable $ 20,822 $ 17,442 Accrued wages and benefits 9,618 7,268 Claims and insurance accruals 2,329 5,530 Other accrued liabilities 4,582 5,074 Current maturities of long-term debt 5,128 1,182 -------- -------- Total current liabilities 42,479 36,496 -------- -------- Long-Term Debt, net of current maturities 191,409 181,256 -------- -------- Deferred Income Taxes 26,816 26,526 -------- -------- Other Long-Term Liabilities 3,018 3,232 -------- -------- Stockholders' Equity: Preferred stock, $.01 par value, 2,000,000 shares authorized, no shares issued -- -- Common stock Class A, $.01 par value, 30,000,000 shares authorized, 13,120,136 and 13,087,545 shares issued and outstanding at March 31, 2000 and December 31, 1999, respectively 131 131 Common stock Class B, $.01 par value, 7,500,000 shares authorized, 3,040,262 shares issued and outstanding at March 31, 2000 and December 31, 1999 30 30 Additional paid-in capital 104,465 104,259 Retained earnings 75,600 74,732 Treasury Stock Class A, at cost (1,712,489 and 1,619,289 shares at March 31, 2000 and December 31, 1999) (18,111) (17,392) Notes receivable from stockholders (233) (233) -------- -------- Total stockholders' equity 161,882 161,527 -------- -------- Total Liabilities and Stockholders' Equity $425,604 $409,037 ======== ======== (See accompanying Notes to Consolidated Financial Statements) 6 U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) (Unaudited) Three Months Ended March 31, --------------------------------------- 2000 1999 -------------- -------------- Cash Flows from Operating Activities: Net Income $ 868 $ 3,717 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Deferred income tax provision 290 1,239 Depreciation and amortization 8,064 7,387 Gain on sale of equipment (197) (485) Change in operating assets and liabilities, net of acquisitions: Receivables 5,044 3,388 Prepaid insurance and licenses (7,795) (6,947) Operating and installation supplies 96 336 Other assets (5,086) (3,613) Accounts payable and other accrued liabilities (209) (10,629) Accrued wages and benefits 2,350 2,348 Other 12 4 -------- -------- Net cash provided by (used in) operating activities 3,437 (3,255) -------- -------- Cash Flows from Investing Activities: Payments for purchase of property and equipment (21,208) (13,342) Proceeds from sales of property and equipment 3,867 18,196 -------- -------- Net cash provided by (used in) investing activities (17,341) 4,854 -------- -------- Cash Flows from Financing Activities: Net borrowing (payments) under lines of credit 14,972 (4,000) Payment of long-term debt (873) (214) Proceeds from issuance of common stock, net 194 124 Purchase of Class A Common Stock (541) - -------- -------- Net cash provided by (used in) financing activities 13,752 (4,090) -------- -------- Net Decrease in Cash and Cash Equivalents (152) (2,491) Cash and Cash Equivalents, beginning of period 259 6,613 -------- -------- Cash and Cash Equivalents, end of period $ 107 $ 4,122 -------- -------- SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for interest $ 3,588 $ 2,826 Cash paid during the period for income taxes $ 104 $ 3,613
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