Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 24, 2020 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2020 | |
Entity File Number | 1-35740 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 71-0556971 | |
Entity Address, Address Line One | 3200 Industrial Park Road | |
Entity Address, City or Town | Van Buren | |
Entity Address, State or Province | AR | |
Entity Address, Postal Zip Code | 72956 | |
City Area Code | 479 | |
Local Phone Number | 471-2500 | |
Title of 12(b) Security | Common Stock, $0.01 Par Value | |
Trading Symbol | USAK | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 8,762,377 | |
Entity Registrant Name | USA TRUCKĀ INC. | |
Entity Central Index Key | 0000883945 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 92 | $ 97 |
Accounts receivable, net of allowance for doubtful accounts of $810 and $369, respectively | 53,362 | 49,853 |
Other receivables | 7,947 | 5,408 |
Inventories | 786 | 769 |
Assets held for sale | 1,082 | 2,542 |
Prepaid expenses and other current assets | 6,666 | 7,855 |
Total current assets | 69,935 | 66,524 |
Property and equipment: | ||
Land and structures | 33,474 | 33,077 |
Revenue equipment | 320,623 | 309,573 |
Service, office and other equipment | 31,077 | 30,235 |
Property and equipment, at cost | 385,174 | 372,885 |
Accumulated depreciation and amortization | (142,414) | (124,216) |
Property and equipment, net | 242,760 | 248,669 |
Operating leases - right of use assets | 7,866 | 11,775 |
Goodwill | 5,231 | 5,231 |
Other intangibles, net | 15,773 | 16,453 |
Other assets | 1,209 | 2,058 |
Total assets | 342,774 | 350,710 |
Current liabilities: | ||
Accounts payable | 24,197 | 29,421 |
Current portion of insurance and claims accruals | 9,702 | 12,466 |
Accrued expenses | 8,338 | 6,518 |
Current finance lease obligations | 25,928 | 30,779 |
Current operating lease obligations | 3,028 | 6,050 |
Long-term debt, current maturities | 3,064 | 6,165 |
Total current liabilities | 74,257 | 91,399 |
Other long-term liabilities | 1,629 | 80 |
Long-term debt, less current maturities | 92,158 | 83,349 |
Long-term finance lease obligations | 60,363 | 58,397 |
Long-term operating lease obligations | 4,966 | 5,812 |
Deferred income taxes | 24,824 | 24,017 |
Insurance and claims accruals, less current portion | 9,071 | 9,445 |
Total liabilities | 267,268 | 272,499 |
Stockholders' equity: | ||
Preferred Stock, $0.01 par value; 1,000,000 shares authorized; none issued | 0 | 0 |
Common Stock, $0.01 par value; 30,000,000 shares authorized; issued 12,036,279 shares, and 11,987,572 shares, respectively | 120 | 120 |
Additional paid-in capital | 59,565 | 63,238 |
Retained earnings | 70,287 | 73,769 |
Less treasury stock, at cost (3,273,902 shares, and 3,434,231 shares, respectively) | (54,466) | (58,916) |
Total stockholders' equity | 75,506 | 78,211 |
Total liabilities and stockholders' equity | $ 342,774 | $ 350,710 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Allowance for doubtful accounts | $ 810 | $ 369 |
Stockholders' equity: | ||
Preferred Stock, par or stated value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred Stock, shares issued (in shares) | 0 | 0 |
Common Stock, par or stated value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common Stock, shares issued (in shares) | 12,036,279 | 11,987,572 |
Treasury stock, shares (in shares) | 3,273,902 | 3,434,231 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME | ||||
Operating revenue | $ 123,737 | $ 133,622 | $ 250,510 | $ 267,596 |
Operating expenses: | ||||
Salaries, wages and employee benefits | 33,636 | 33,806 | 69,481 | 69,896 |
Fuel and fuel taxes | 8,082 | 14,102 | 19,945 | 27,733 |
Depreciation and amortization | 10,034 | 9,125 | 20,045 | 17,943 |
Insurance and claims | 4,009 | 7,160 | 9,866 | 14,440 |
Equipment rent | 2,336 | 2,568 | 4,628 | 5,288 |
Operations and maintenance | 8,606 | 8,481 | 17,502 | 15,754 |
Purchased transportation | 49,276 | 49,072 | 97,090 | 97,353 |
Operating taxes and licenses | 1,349 | 1,311 | 2,508 | 2,428 |
Communications and utilities | 906 | 719 | 1,719 | 1,486 |
(Gain) loss on disposal of assets, net | (16) | 141 | 22 | (4) |
Asset impairments | 588 | 367 | 588 | 367 |
Other | 3,931 | 4,787 | 8,428 | 9,008 |
Total operating expenses | 122,737 | 131,639 | 251,822 | 261,692 |
Operating income (loss) | 1,000 | 1,983 | (1,312) | 5,904 |
Other expenses: | ||||
Interest expense, net | 1,235 | 1,595 | 2,919 | 3,336 |
Other, net | 64 | 171 | 110 | 308 |
Total other expenses, net | 1,299 | 1,766 | 3,029 | 3,644 |
(Loss) income before income taxes | (299) | 217 | (4,341) | 2,260 |
Income tax expense (benefit) | 632 | 216 | (859) | 758 |
Consolidated net (loss) income and comprehensive (loss) income | $ (931) | $ 1 | $ (3,482) | $ 1,502 |
Net (loss) earnings per share: | ||||
Average shares outstanding (basic) (in shares) | 8,820 | 8,554 | 8,737 | 8,479 |
Basic (loss) earnings per share (in dollars per share) | $ (0.11) | $ 0 | $ (0.40) | $ 0.18 |
Average shares outstanding (diluted) (in shares) | 8,820 | 8,567 | 8,737 | 8,498 |
Diluted (loss) earnings per share (in dollars per share) | $ (0.11) | $ 0 | $ (0.40) | $ 0.18 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Total |
Balance at Dec. 31, 2018 | $ 120 | $ 66,433 | $ 78,467 | $ (63,747) | $ 81,273 |
Balance (in shares) at Dec. 31, 2018 | 12,012 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of treasury stock | (4,558) | 4,558 | |||
Stock-based compensation | 589 | 589 | |||
Net share settlement related to restricted stock vesting | (72) | (72) | |||
Net share settlement related to restricted stock vesting (in shares) | (5) | ||||
Net income (loss) | 1,501 | 1,501 | |||
Balance at Mar. 31, 2019 | $ 120 | 62,392 | 79,968 | (59,189) | 83,291 |
Balance (in shares) at Mar. 31, 2019 | 12,007 | ||||
Balance at Dec. 31, 2018 | $ 120 | 66,433 | 78,467 | (63,747) | 81,273 |
Balance (in shares) at Dec. 31, 2018 | 12,012 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | 1,502 | ||||
Balance at Jun. 30, 2019 | $ 120 | 62,718 | 79,969 | (58,811) | 83,996 |
Balance (in shares) at Jun. 30, 2019 | 11,989 | ||||
Balance at Mar. 31, 2019 | $ 120 | 62,392 | 79,968 | (59,189) | 83,291 |
Balance (in shares) at Mar. 31, 2019 | 12,007 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of treasury stock | (378) | 378 | |||
Stock-based compensation | 705 | 705 | |||
Forfeited restricted stock (in shares) | (18) | ||||
Net share settlement related to restricted stock vesting | (1) | (1) | |||
Net income (loss) | 1 | 1 | |||
Balance at Jun. 30, 2019 | $ 120 | 62,718 | 79,969 | (58,811) | 83,996 |
Balance (in shares) at Jun. 30, 2019 | 11,989 | ||||
Balance at Dec. 31, 2019 | $ 120 | 63,238 | 73,769 | (58,916) | 78,211 |
Balance (in shares) at Dec. 31, 2019 | 11,988 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of treasury stock | (4,327) | 4,327 | |||
Stock-based compensation | 471 | 471 | |||
Forfeited restricted stock (in shares) | (15) | ||||
Net share settlement related to restricted stock vesting | (57) | (57) | |||
Net share settlement related to restricted stock vesting (in shares) | (11) | ||||
Net income (loss) | (2,551) | (2,551) | |||
Balance at Mar. 31, 2020 | $ 120 | 59,325 | 71,218 | (54,589) | 76,074 |
Balance (in shares) at Mar. 31, 2020 | 11,962 | ||||
Balance at Dec. 31, 2019 | $ 120 | 63,238 | 73,769 | (58,916) | 78,211 |
Balance (in shares) at Dec. 31, 2019 | 11,988 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | (3,482) | ||||
Balance at Jun. 30, 2020 | $ 120 | 59,565 | 70,287 | (54,466) | 75,506 |
Balance (in shares) at Jun. 30, 2020 | 12,036 | ||||
Balance at Mar. 31, 2020 | $ 120 | 59,325 | 71,218 | (54,589) | 76,074 |
Balance (in shares) at Mar. 31, 2020 | 11,962 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of treasury stock | (123) | 123 | |||
Stock-based compensation | 363 | 363 | |||
Restricted stock award grant (in shares) | 74 | ||||
Net income (loss) | (931) | (931) | |||
Balance at Jun. 30, 2020 | $ 120 | $ 59,565 | $ 70,287 | $ (54,466) | $ 75,506 |
Balance (in shares) at Jun. 30, 2020 | 12,036 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating activities: | ||
Net (loss) income | $ (3,482) | $ 1,502 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 20,045 | 17,943 |
Bad debt expense | 478 | (140) |
Deferred income tax, net | 807 | 774 |
Share-based compensation | 834 | 1,294 |
Loss (gain) on disposal of assets, net | 22 | (4) |
Asset impairments | 588 | 367 |
Other | 40 | 127 |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | (5,797) | (6,283) |
Inventories and prepaid expenses | 1,172 | 2,930 |
Accounts payable and accrued liabilities | 1,594 | (809) |
Insurance and claims accruals | (2,745) | (1,220) |
Other long-term assets and liabilities | 850 | (727) |
Net cash provided by operating activities | 14,406 | 15,754 |
Investing activities: | ||
Acquisition of Davis Transfer Company (net of cash) | (305) | |
Capital expenditures | (9,809) | (25,209) |
Proceeds from sale of property and equipment | 1,459 | 7,643 |
Net cash used in investing activities | (8,350) | (17,871) |
Financing activities: | ||
Borrowings under long-term debt | 33,200 | 53,700 |
Payments on long-term debt | (26,440) | (55,249) |
Principal payments on financing lease obligations | (11,366) | (6,375) |
Proceeds from obligation under finance lease | 10,471 | |
Payments on obligation under finance lease | (1,052) | (219) |
Payment of debt issuance costs | (538) | |
Net change in bank drafts payable | (346) | (391) |
Net payments for tax withholdings for vested stock-based awards | (57) | (73) |
Net cash (used in) provided by financing activities | (6,061) | 1,326 |
Decrease in cash | (5) | (791) |
Cash: | ||
Beginning of period | 97 | 989 |
End of period | 92 | 198 |
Supplemental disclosure of cash flow information: | ||
Interest | 2,704 | 2,986 |
Income taxes | 29 | $ 998 |
Supplemental disclosure of non-cash investing: | ||
Sales of revenue equipment included in other receivables | $ 730 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2020 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | NOTE 1 ā BASIS OF PRESENTATION The accompanying condensed consolidated financial statements include the accounts and operations of USA Truck Inc., and present our financial position as of June 30, 2020 and December 31, 2019 and our results of operations, comprehensive (loss) income and cash flows for the three and six months ended June 30, 2020 and 2019. These condensed consolidated financial statements and notes are prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and do not include all of the information normally included with financial statements prepared in accordance with generally accepted accounting principles (āGAAPā) of the United States. Additionally, the Company has elected to utilize certain abbreviated reporting requirements available to smaller reporting companies. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. These condensed consolidated financial statements and notes are unaudited. However, in the opinion of management, these condensed consolidated financial statements reflect all normal recurring adjustments necessary for a fair presentation of the results for the periods presented. Results for interim periods are not necessarily indicative of results to be expected for the full year ending December 31, 2020. The accompanying condensed consolidated financial statements include USA Truck Inc., and its wholly owned subsidiaries: International Freight Services, Inc. (āIFSā), a Delaware corporation; Davis Transfer Company Inc. (āDTCā), a Georgia corporation, Davis Transfer Logistics Inc. (āDTLā), a Georgia corporation, and B & G Leasing, L.L.C. (āB & Gā), a Georgia limited liability company. Collectively, DTC, DTL, and B & G comprise āDavis Transfer Companyā. References in this report to āit,ā āwe,ā āus,ā āour,ā or the āCompany,ā and similar expressions refer to USA Truck Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in preparing the condensed consolidated financial statements. Certain amounts reported in prior periods have been reclassified to conform to the current year presentation. Change in estimate The Company reviews the estimated useful lives and salvage values of its fixed assets on an ongoing basis, based upon, among other things, our experience with similar assets, conditions in the used revenue equipment market, and prevailing industry practice. During the first quarter of 2020, the Company lowered the salvage value of its tractor fleet from 30% to 25% to better reflect current estimates of the value of such equipment upon its retirement. This change is being accounted for as a change in estimate. During the three and six months ended June 30, 2020, this change in estimate resulted in an increase in depreciation and amortization expense of approximately $0.3 million and $0.8 million, respectively. Risks and Uncertainties In March 2020, the World Health Organization declared the novel strain of coronavirus (āCOVID-19ā) a global pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. The rapid spread of the pandemic and the continuously evolving responses to combat it have had an increasingly negative impact on the global economy. In view of the rapidly changing business environment, unprecedented market volatility and heightened degree of uncertainty resulting from COVID-19, we are currently unable to fully determine its future impact on our business. However, we continue to monitor the progression of the pandemic, further government response and development of treatments and vaccines and their potential effect on our financial position, results of operations, cash flows and liquidity. These events could have an impact in future periods on certain estimates used in the preparation of our financial results, including, but not limited to impairment of goodwill, other intangible assets and other long-lived assets, income tax provision and recoverability of certain receivables. Should the pandemic continue for an extended period of time, the impact on our operations could have a material adverse effect on our financial condition, results of operations, cash flows and liquidity. Accounting standards issued but not yet adopted In |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2020 | |
REVENUE RECOGNITION | |
REVENUE RECOGNITION | NOTE 2 ā REVENUE RECOGNITION The following tables set forth revenue disaggregated by revenue type and segment: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā 2020 ā 2019 ā Trucking USAT Logistics Eliminations Total Trucking USAT Logistics Eliminations Total Revenue type (in thousands) Freight $ 78,514 ā $ 35,040 ā $ (3,461) ā $ 110,093 ā $ 82,664 ā $ 34,698 ā $ (2,209) ā $ 115,153 Fuel surcharge 8,083 ā 2,618 ā (167) ā 10,534 ā 13,034 ā ā 4,087 ā ā (220) ā 16,901 Accessorial 2,030 ā 1,080 ā ā ā 3,110 ā 778 ā ā 790 ā ā ā ā 1,568 Total $ 88,627 ā $ 38,738 ā $ (3,628) ā $ 123,737 ā $ 96,476 ā $ 39,575 ā $ (2,429) ā $ 133,622 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Six Months Ended June 30, ā 2020 ā 2019 ā Trucking USAT Logistics Eliminations Total Trucking USAT Logistics Eliminations Total Revenue type (in thousands) Freight $ 159,417 ā $ 66,707 ā $ (6,154) ā $ 219,970 ā $ 164,086 ā $ 71,328 ā $ (4,420) ā $ 230,994 Fuel surcharge 19,371 ā 5,695 ā (520) ā 24,546 ā 24,799 ā 7,929 ā (387) ā 32,341 Accessorial 3,834 ā 2,160 ā ā ā 5,994 ā 2,493 ā 1,768 ā ā ā 4,261 Total $ 182,622 ā $ 74,562 ā $ (6,674) ā $ 250,510 ā $ 191,378 ā $ 81,025 ā $ (4,807) ā $ 267,596 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā At June 30, 2020 and December 31, 2019, the Company had contract assets, respresenting our right to consideration for transportation services not yet billed, of $1.4 million and $0.9 million, respectively. |
SEGMENT REPORTING
SEGMENT REPORTING | 6 Months Ended |
Jun. 30, 2020 | |
SEGMENT REPORTING | |
SEGMENT REPORTING | The Companyās two reportable segments are Trucking and USAT Logistics. In determining its reportable segments, the Companyās chief operating decision maker focuses on financial information, such as operating revenue, operating expense categories, operating ratios and operating income, as well as on key operating statistics, to make operating decisions. Trucking USAT Logistics. ā Revenue equipment assets are not allocated to USAT Logistics as freight services for customers are brokered through arrangements with third-party motor carriers who utilize their own equipment. To the extent rail intermodal or other USAT Logistics operations require the use of Company-owned assets, they are obtained from the Companyās Trucking segment on an as-needed basis. Depreciation and amortization expense is allocated to USAT Logistics based on the Company-owned assets specifically utilized to generate USAT Logistics revenue. All intercompany transactions between segments reflect rates similar to those that would be negotiated with independent third parties. All other expenses for USAT Logistics are specifically identifiable direct costs or are allocated to USAT Logistics based on relevant cost drivers, as determined by management. A summary of operating revenue by segment is as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended ā Six Months Ended ā ā ā June 30, ā June 30, ā ā 2020 2019 2020 2019 Operating revenue ā (in thousands) ā Trucking revenue (1) ā $ 88,627 ā $ 96,476 ā $ 182,622 ā $ 191,378 ā Trucking intersegment eliminations ā (707) ā (407) ā (1,701) ā (769) ā Trucking operating revenue ā 87,920 ā 96,069 ā 180,921 ā 190,609 ā USAT Logistics revenue ā 38,738 ā 39,575 ā 74,562 ā 81,025 ā USAT Logistics intersegment eliminations ā (2,921) ā (2,022) ā (4,973) ā (4,038) ā USAT Logistics operating revenue ā 35,817 ā 37,553 ā 69,589 ā 76,987 ā Total operating revenue ā $ 123,737 ā $ 133,622 ā $ 250,510 ā $ 267,596 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā 1) Includes foreign revenue of $7.5 million and $9.4 million for the three months ended June 30, 2020 and 2019, respectively, and $16.1 million and $19.0 million for the six months ended June 30, 2020 and 2019, respectively. A summary of operating income (loss) by segment is as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended ā Six Months Ended ā ā June 30, ā June 30, ā 2020 2019 2020 2019 Operating income (loss) ā (in thousands) Trucking ā $ 1,176 ā $ 837 ā $ (511) ā $ 2,445 USAT Logistics ā (176) ā 1,146 ā (801) ā 3,459 Total operating income (loss) ā $ 1,000 ā $ 1,983 ā $ (1,312) ā $ 5,904 ā ā ā ā ā ā ā ā ā ā ā ā ā A summary of depreciation and amortization by segment is as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended ā Six Months Ended ā ā June 30, ā June 30, ā 2020 2019 2020 2019 Depreciation and amortization ā (in thousands) Trucking ā $ 9,697 ā $ 8,853 ā $ 19,473 ā $ 17,432 USAT Logistics ā 337 ā 272 ā 572 ā 511 Total depreciation and amortization ā $ 10,034 ā $ 9,125 ā $ 20,045 ā $ 17,943 ā ā ā ā ā ā ā ā ā ā ā ā ā ā |
EQUITY COMPENSATION AND EMPLOYE
EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS | 6 Months Ended |
Jun. 30, 2020 | |
EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS | |
EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS | NOTE 4 ā EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS The Company adopted the 2014 Omnibus Incentive Plan (the āIncentive Planā) in May 2014. The Incentive Plan replaced the 2004 Equity Incentive Plan and provided for the granting of up to 500,000 shares of common stock through equity-based awards to directors, officers and other key employees and consultants. The First Amendment to the Incentive Plan was adopted in May 2017, which, among other things, increased the number of shares of common stock available for issuance under the Incentive Plan by an additional 500,000 shares. The Second Amendment to the Incentive Plan was adopted in May 2019, which, among other things, increased the number of shares of common stock available for issuance under the Incentive Plan by an additional 500,000 shares. As of June 30, 2020, 488,617 shares remain available under the Incentive Plan for the issuance of future equity-based compensation awards. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2020 | |
ACCRUED EXPENSES | |
ACCRUED EXPENSES | NOTE 5 ā ACCRUED EXPENSES Accrued expenses consist of the following: ā ā ā ā ā ā ā ā ā ā June 30, 2020 ā December 31, 2019 ā ā (in thousands) Salaries, wages and employee benefits ā $ 5,532 ā $ 3,668 Federal and state tax accruals ā 1,677 ā 1,648 Other (1) ā 1,129 ā 1,202 Total accrued expenses ā $ 8,338 ā $ 6,518 ā ā ā ā ā ā ā 1) No single item included within other accrued expenses exceeded 5.0% of our total current liabilities. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2020 | |
DEBT | |
DEBT | NOTE 6 āDEBT Long-term debt consisted of the following: ā ā ā ā ā ā ā ā ā June 30, 2020 ā December 31, 2019 ā ā (in thousands) Revolving credit agreement ā $ 83,075 ā $ 73,225 Sale leaseback finance obligations ā ā 10,731 ā ā 11,783 Insurance premium financing (2019) ā ā 1,416 ā ā 4,506 ā ā ā 95,222 ā ā 89,514 Less current maturities ā ā (3,064) ā ā (6,165) Total long-term debt ā $ 92,158 ā $ 83,349 ā ā ā ā ā ā ā ā Credit facility On January 31, 2019, the Company, entered into a five year, $225.0 million senior secured revolving credit facility (the āCredit Facilityā) with a group of lenders and Bank of America, N.A., as agent (the āAgentā) pursuant to the terms of an Amended and Restated Loan and Security Agreement. The Credit Facility replaced the Companyās previous five year, $170.0 million senior secured revolving credit facility dated February 15, 2015. On April 7, 2020, the Company, in accordance with the terms of the Credit Agreement, provided notice to the Agent that effective as of April 20, 2020, the Company was permanently reducing the revolving credit commitment under the Credit Agreement by $55.0 million such that the revolving credit commitment is now $170.0 million. The reduction in the revolving credit commitment will also reduce the fees paid by the Company in connection with such commitment. The Credit Facility is structured as a $170.0 million revolving credit facility, with an accordion feature that, so long as no event of default exists, allows the Company to request an increase in the revolving credit facility of up to $75.0 million, exercisable in increments of at least $20.0 million. The Credit Facility is a five year facility scheduled to terminate on January 31, 2024. Borrowings under the Credit Facility are classified as either ābase rate loansā or āLIBOR loansā. Base rate loans accrue interest at a base rate equal to the Agentās prime rate plus an applicable margin adjusted quarterly between 0.25% and 0.75% based on the Companyās consolidated fixed charge coverage ratio. LIBOR loans accrue interest at the London Interbank Offered Rate (āLIBORā) plus an applicable margin adjusted quarterly between 1.25% and 1.75% based on the Companyās consolidated fixed charge coverage ratio. The Credit Facility includes, within its $170.0 million revolving credit facility, a letter of credit sub-facility in an aggregate amount of $15.0 million and a swingline sub-facility (the āSwinglineā) in an aggregate amount of $25.0 million. An unused line fee of 0.25% is applied to the average daily amount by which the lendersā aggregate revolving commitments exceed the outstanding principal amount of revolver loans and the aggregate undrawn amount of all outstanding letters of credit issued under the Credit Facility. The Credit Facility is secured by a pledge of substantially all of the Companyās assets, except for any real estate or revenue equipment financed outside the Credit Facility. Borrowings under the Credit Facility are subject to a borrowing base limited to the lesser of (A) $170.0 million; or (B) the sum of (i) 90.0% of eligible investment grade accounts receivable (reduced to 85.0% in certain situations), plus (ii) 85.0% of eligible non-investment grade accounts receivable, plus (iii) the lesser of (a) 85.0% of eligible unbilled accounts receivable and (b) $10.0 million, plus (iv) the product of 85.0% multiplied by the net orderly liquidation value percentage applied to the net book value of eligible revenue equipment, plus (v) 85.0% multiplied by the net book value of otherwise eligible newly acquired revenue equipment that has not yet been subject to an appraisal. The borrowing base is reduced by an availability reserve, including reserves based on dilution and certain other customary reserves. The Credit Facility contains a single financial covenant, which requires a consolidated fixed charge coverage ratio of at least 1.0 to 1.0 that is triggered in the event excess availability under the Credit Facility falls below 10.0% of the lendersā total commitments. Also, certain restrictions regarding the Companyās ability to pay dividends, make certain investments, prepay certain indebtedness, execute share repurchase programs and enter into certain acquisitions and hedging arrangements are triggered in the event excess availability under the Credit Facility falls below 20.0% of the lendersā total commitments. The Company had no borrowings under the Swingline as of June 30, 2020. The average interest rate including all borrowings made under the Credit Facility as of June 30, 2020 was 2.90%. As debt is repriced on a monthly basis, the borrowings under the Credit Facility approximate fair value. As of June 30, 2020, the Company had $7.4 million in letters of credit outstanding and had approximately $38 million available to borrow under the Credit Facility taking into account borrowing base availability. Sale-leaseback transactions In July 2019, the Company entered into a sale-leaseback transaction whereby it sold tractors for approximately $2.3 million and concurrently entered into a finance lease agreement for the sold tractors with a five year term. Under the lease agreement, the Company paid an initial monthly payment of approximately $0.03 million. At the end of the lease, the Company has the option to purchase the tractors. This transaction does not qualify for sale-leaseback accounting due to the option to repurchase the tractors and is therefore treated as a financing obligation. In April 2019, the Company entered into a sale-leaseback transaction whereby it sold tractors for approximately $10.5 million and concurrently entered into a finance lease agreement for the sold tractors with a five year term. Under the lease agreement, the Company paid an initial monthly payment of approximately $0.1 million. At the end of the lease, the Company has the option to purchase the tractors for the greater of fair market value or 32.5% of the original cost. This transaction does not qualify for sale-leaseback accounting due to the option to repurchase the tractors and is therefore treated as a financing obligation. Insurance premium financing In October 2019, the Company entered into a short-term agreement to finance approximately $4.5 million with a third-party financing company for a portion of the Companyās annual insurance premiums. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2020 | |
LEASES | |
LEASES | NOTE 7 ā LEASES The components of lease expense for each of the periods presented are as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended ā Six Months Ended ā ā June 30, ā June 30, ā 2020 2019 2020 2019 ā ā (in thousands) Operating lease costs ā $ 2,052 ā $ 2,356 ā $ 4,218 ā $ 4,515 Finance lease costs: ā ā ā ā ā ā ā ā ā ā ā ā Amortization of assets ā 4,784 ā 2,959 ā 9,507 ā 5,650 Interest on lease liabilities ā 763 ā 603 ā 1,553 ā 1,149 Total finance lease costs ā 5,547 ā 3,562 ā 11,060 ā 6,799 Variable and short-term lease costs ā 284 ā 212 ā 411 ā 773 Total lease costs ā $ 7,883 ā $ 6,130 ā $ 15,689 ā $ 12,087 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Supplemental information and balance sheet location related to leases is as follows: ā ā ā ā ā ā ā ā ā ā June 30, 2020 ā December 31, 2019 Operating leases: (dollars in thousands) Operating lease right-of-use assets $ 7,866 $ 11,775 ā ā ā ā ā ā ā ā Current operating lease obligations 3,028 ā 6,050 Long-term operating lease obligations 4,966 ā 5,812 Total operating lease liabilities $ 7,994 ā $ 11,862 ā ā ā ā ā ā ā ā Finance leases: ā ā ā ā ā ā Property and equipment, at cost 121,889 ā 120,236 Accumulated amortization (35,990) ā (30,990) Property and equipment, net $ 85,899 ā $ 89,246 ā ā ā ā ā ā ā ā Current finance lease obligations 25,928 ā 30,779 Long-term finance lease obligations 60,363 ā 58,397 ā $ 86,291 ā $ 89,176 ā ā ā ā ā ā ā ā Weighted average remaining lease term: (in months) ā (in months) Operating leases 52 ā 45 Finance leases 42 ā 44 ā ā ā ā ā ā ā ā Weighted average discount rate: ā ā ā ā ā ā ā Operating leases 4.00 % ā 4.03 % Finance leases 3.50 % ā 3.34 % ā ā ā ā ā ā ā ā ā Supplemental cash flow information related to leases is as follows for the six months ended: ā ā ā ā ā ā ā ā June 30, 2020 ā June 30, 2019 Cash paid for amounts included in measurement of liabilities: (in thousands) Operating cash flows from operating leases $ 42 ā $ 3,885 Operating cash flows from finance leases ā 1,553 ā ā 1,149 Financing cash flows from finance leases ā 11,366 ā ā 6,375 ā ā ā ā ā ā ROU assets obtained in exchange for lease liabilities: ā ā ā ā ā Operating leases ā ā ā ā 931 Finance leases ā 8,481 ā ā 16,303 ā ā ā ā ā ā ā OTHER COMMITMENTS As of June 30, 2020, the Company had no noncancellable commitments for the acquisition of revenue or non-revenue equipment. During July 2020, the Company entered into an agreement to take delivery of 189 tractors through a lease agreement. ā RELATED PARTY LEASE In the normal course of business, the Company leases office and shop space from a related party under a monthly operating lease. Rent expense for this space was approximately $0.04 million for the three months ended June 30, 2020 and 2019, and $0.08 million for the six months ended June 30, 2020 and 2019, respectively. This expense is included in the āOperations and maintenanceā line item in the accompanying condensed consolidated statement of (loss) income and comprehensive (loss) income. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2020 | |
INCOME TAXES | |
INCOME TAXES | NOTE 8 ā INCOME TAXES During the three months ended June 30, 2020 and 2019, the Companyās effective tax rate was 211.4% and 99.5%, respectively. During the six months ended June 30, 2020 and 2019, the Companyās effective tax rate was 19.8% and 33.5%, respectively. The Companyās effective tax rate, when compared to the federal statutory rate of 21%, is primarily affected by state income taxes, net of federal income tax effect for the current year periods, and permanent differences, the most significant of which is the effect of the partially non-deductible per diem pay structure for our drivers. Drivers may elect to receive non-taxable per diem pay in lieu of a portion of their taxable wages. This per diem program increases the Companyās driversā net pay per mile, after taxes, while decreasing gross pay, before taxes. Per diem pay is partially non-deductible by the Company under current IRS regulations. As a result, salaries, wages and employee benefits costs are slightly lower and effective income tax rates are higher than the statutory rate. Due to the partially non-deductible effect of per diem pay, the Companyās tax rate will change based on fluctuations in earnings (losses) and in the number of drivers who elect to receive this pay structure. Generally, as pretax income or loss increases, the impact of the driver per diem program on the Companyās effective tax rate decreases, because aggregate per diem pay becomes smaller in relation to pretax income or loss, while in periods where earnings are at or near breakeven the impact of the per diem program on the Companyās effective tax rate can be significant. As of June 30, 2020 and December 31, 2019, the Company had income tax receivables of approximately $3.5 million and $1.5 million, respectively, presented in the āOther receivablesā line item in the condensed consolidated balance sheet. During the six month period ended June 30, 2020 our effective tax rate was also affected by changes stemming from the Coronavirus Aid, Relief, and Economic Security Act (the āCARES Actā) enacted in 2020, which allows a 5 year federal net operating loss carryback for federal income tax purposes to tax periods where the federal statutory rate was 35%, resulting in a tax benefit. During the six months ended June 30, 2020 and 2019, the Companyās tax rate was negatively affected by vesting of equity-based compensation at a lower stock price than the price at which it was granted, as well as a non-deductible officer compensation, resulting in an increase to tax expense. The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to āordinaryā income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. We determined that since small changes in estimated āordinaryā income would result in significant changes in the estimated annual effective tax rate, the historical method would not provide a reliable estimate. As such, we have used a cut-off method to calculate taxes for the three and six months ended June 30, 2020. |
(LOSS) EARNINGS PER SHARE
(LOSS) EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2020 | |
(LOSS) EARNINGS PER SHARE | |
(LOSS) EARNINGS PER SHARE | ā ā NOTE 9 ā (LOSS) EARNINGS PER SHARE The following table sets forth the computation of basic and diluted (loss) earnings per share: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended ā Six Months Ended ā ā ā June 30, ā June 30, ā ā 2020 2019 2020 2019 Numerator: ā (in thousands, except per share amounts) ā Net (loss) income ā $ (931) ā $ 1 ā $ (3,482) ā $ 1,502 ā Denominator: ā ā ā ā ā Denominator for basic earnings (loss) per share ā weighted average shares ā 8,820 ā 8,554 ā 8,737 ā 8,479 ā Effect of dilutive securities: ā ā ā ā ā Employee restricted stock and incentive stock options ā ā ā 13 ā ā ā 19 ā Denominator for diluted earnings (loss) per share ā adjusted weighted average shares and assumed conversion ā 8,820 ā 8,567 ā 8,737 ā 8,498 ā Basic (loss) earnings per share ā $ (0.11) ā $ 0.00 ā $ (0.40) ā $ 0.18 ā Diluted (loss) earnings per share ā $ (0.11) ā $ 0.00 ā $ (0.40) ā $ 0.18 ā Weighted average anti-dilutive employee restricted stock and incentive stock options ā 348 ā 509 ā 393 ā 364 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 6 Months Ended |
Jun. 30, 2020 | |
LEGAL PROCEEDINGS | |
LEGAL PROCEEDINGS | NOTE 10 ā LEGAL PROCEEDINGS The Company is party to routine litigation incidental to its business, primarily involving claims for personal injury and property damage incurred in the transportation of freight. The Company maintains insurance to cover liabilities in excess of certain self-insured retention levels. Though management believes these claims to be immaterial to the Companyās long-term financial position, adverse results of one or more of these claims could have a material adverse effect on the Companyās financial position or results of operations in any given reporting period. |
LONG-LIVED ASSET IMPAIRMENT
LONG-LIVED ASSET IMPAIRMENT | 6 Months Ended |
Jun. 30, 2020 | |
LONG-LIVED ASSET IMPAIRMENT | |
LONG-LIVED ASSET IMPAIRMENT | NOTE 11 ā LONG-LIVED ASSET IMPAIRMENT During the second quarter of 2020, the Company reviewed the values of its assets held for sale and determined a subset of older model year tractors required an impairment of approximately $0.5 million. In order to determine the fair values of the tractors, auction data was used from recent sales of similar tractors which is a Level 2 fair value measurement under the fair value hierarchy. During the second quarter of 2020, in response to the closure of our Van Buren, Arkansas terminal the Company contracted with a third-party to appraise the terminal and the owned lands surrounding it. As a result of the appraisal, an impairment was recorded for approximately $0.1 million for a parcel of land that had a book value in excess of its fair value. The appraisal report is considered a Level 2 fair value measurement under the fair value hierarchy. During the second quarter of 2019, the Company reviewed the values of its assets held for sale and determined a subset of tractors that the Company had recently experienced losses on disposal of similar tractors required an impairment of approximately $0.4 million. The fair value was determined using quotes from third parties for the purchase of the tractors which is a Level 1 fair value measurement under the fair value hierarchy. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
REVENUE RECOGNITION | |
Disaggregation of Revenue | The following tables set forth revenue disaggregated by revenue type and segment: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā 2020 ā 2019 ā Trucking USAT Logistics Eliminations Total Trucking USAT Logistics Eliminations Total Revenue type (in thousands) Freight $ 78,514 ā $ 35,040 ā $ (3,461) ā $ 110,093 ā $ 82,664 ā $ 34,698 ā $ (2,209) ā $ 115,153 Fuel surcharge 8,083 ā 2,618 ā (167) ā 10,534 ā 13,034 ā ā 4,087 ā ā (220) ā 16,901 Accessorial 2,030 ā 1,080 ā ā ā 3,110 ā 778 ā ā 790 ā ā ā ā 1,568 Total $ 88,627 ā $ 38,738 ā $ (3,628) ā $ 123,737 ā $ 96,476 ā $ 39,575 ā $ (2,429) ā $ 133,622 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Six Months Ended June 30, ā 2020 ā 2019 ā Trucking USAT Logistics Eliminations Total Trucking USAT Logistics Eliminations Total Revenue type (in thousands) Freight $ 159,417 ā $ 66,707 ā $ (6,154) ā $ 219,970 ā $ 164,086 ā $ 71,328 ā $ (4,420) ā $ 230,994 Fuel surcharge 19,371 ā 5,695 ā (520) ā 24,546 ā 24,799 ā 7,929 ā (387) ā 32,341 Accessorial 3,834 ā 2,160 ā ā ā 5,994 ā 2,493 ā 1,768 ā ā ā 4,261 Total $ 182,622 ā $ 74,562 ā $ (6,674) ā $ 250,510 ā $ 191,378 ā $ 81,025 ā $ (4,807) ā $ 267,596 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
SEGMENT REPORTING | |
Schedule of segment information by segment | A summary of operating revenue by segment is as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended ā Six Months Ended ā ā ā June 30, ā June 30, ā ā 2020 2019 2020 2019 Operating revenue ā (in thousands) ā Trucking revenue (1) ā $ 88,627 ā $ 96,476 ā $ 182,622 ā $ 191,378 ā Trucking intersegment eliminations ā (707) ā (407) ā (1,701) ā (769) ā Trucking operating revenue ā 87,920 ā 96,069 ā 180,921 ā 190,609 ā USAT Logistics revenue ā 38,738 ā 39,575 ā 74,562 ā 81,025 ā USAT Logistics intersegment eliminations ā (2,921) ā (2,022) ā (4,973) ā (4,038) ā USAT Logistics operating revenue ā 35,817 ā 37,553 ā 69,589 ā 76,987 ā Total operating revenue ā $ 123,737 ā $ 133,622 ā $ 250,510 ā $ 267,596 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā 1) Includes foreign revenue of $7.5 million and $9.4 million for the three months ended June 30, 2020 and 2019, respectively, and $16.1 million and $19.0 million for the six months ended June 30, 2020 and 2019, respectively. A summary of operating income (loss) by segment is as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended ā Six Months Ended ā ā June 30, ā June 30, ā 2020 2019 2020 2019 Operating income (loss) ā (in thousands) Trucking ā $ 1,176 ā $ 837 ā $ (511) ā $ 2,445 USAT Logistics ā (176) ā 1,146 ā (801) ā 3,459 Total operating income (loss) ā $ 1,000 ā $ 1,983 ā $ (1,312) ā $ 5,904 ā ā ā ā ā ā ā ā ā ā ā ā ā A summary of depreciation and amortization by segment is as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended ā Six Months Ended ā ā June 30, ā June 30, ā 2020 2019 2020 2019 Depreciation and amortization ā (in thousands) Trucking ā $ 9,697 ā $ 8,853 ā $ 19,473 ā $ 17,432 USAT Logistics ā 337 ā 272 ā 572 ā 511 Total depreciation and amortization ā $ 10,034 ā $ 9,125 ā $ 20,045 ā $ 17,943 ā ā ā ā ā ā ā ā ā ā ā ā ā ā |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
ACCRUED EXPENSES | |
Schedule of accrued expenses | ā ā ā ā ā ā ā ā ā ā June 30, 2020 ā December 31, 2019 ā ā (in thousands) Salaries, wages and employee benefits ā $ 5,532 ā $ 3,668 Federal and state tax accruals ā 1,677 ā 1,648 Other (1) ā 1,129 ā 1,202 Total accrued expenses ā $ 8,338 ā $ 6,518 ā ā ā ā ā ā ā 1) No single item included within other accrued expenses exceeded 5.0% of our total current liabilities. |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
DEBT | |
Schedule of long-term debt instruments | Long-term debt consisted of the following: ā ā ā ā ā ā ā ā ā June 30, 2020 ā December 31, 2019 ā ā (in thousands) Revolving credit agreement ā $ 83,075 ā $ 73,225 Sale leaseback finance obligations ā ā 10,731 ā ā 11,783 Insurance premium financing (2019) ā ā 1,416 ā ā 4,506 ā ā ā 95,222 ā ā 89,514 Less current maturities ā ā (3,064) ā ā (6,165) Total long-term debt ā $ 92,158 ā $ 83,349 ā ā ā ā ā ā ā |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
LEASES | |
Schedule of lease expense | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended ā Six Months Ended ā ā June 30, ā June 30, ā 2020 2019 2020 2019 ā ā (in thousands) Operating lease costs ā $ 2,052 ā $ 2,356 ā $ 4,218 ā $ 4,515 Finance lease costs: ā ā ā ā ā ā ā ā ā ā ā ā Amortization of assets ā 4,784 ā 2,959 ā 9,507 ā 5,650 Interest on lease liabilities ā 763 ā 603 ā 1,553 ā 1,149 Total finance lease costs ā 5,547 ā 3,562 ā 11,060 ā 6,799 Variable and short-term lease costs ā 284 ā 212 ā 411 ā 773 Total lease costs ā $ 7,883 ā $ 6,130 ā $ 15,689 ā $ 12,087 ā ā ā ā ā ā ā ā ā ā ā ā ā |
Schedule of supplemental balance sheet information | ā ā ā ā ā ā ā ā ā ā June 30, 2020 ā December 31, 2019 Operating leases: (dollars in thousands) Operating lease right-of-use assets $ 7,866 $ 11,775 ā ā ā ā ā ā ā ā Current operating lease obligations 3,028 ā 6,050 Long-term operating lease obligations 4,966 ā 5,812 Total operating lease liabilities $ 7,994 ā $ 11,862 ā ā ā ā ā ā ā ā Finance leases: ā ā ā ā ā ā Property and equipment, at cost 121,889 ā 120,236 Accumulated amortization (35,990) ā (30,990) Property and equipment, net $ 85,899 ā $ 89,246 ā ā ā ā ā ā ā ā Current finance lease obligations 25,928 ā 30,779 Long-term finance lease obligations 60,363 ā 58,397 ā $ 86,291 ā $ 89,176 ā ā ā ā ā ā ā ā Weighted average remaining lease term: (in months) ā (in months) Operating leases 52 ā 45 Finance leases 42 ā 44 ā ā ā ā ā ā ā ā Weighted average discount rate: ā ā ā ā ā ā ā Operating leases 4.00 % ā 4.03 % Finance leases 3.50 % ā 3.34 % ā ā ā ā ā ā ā ā |
Schedule of supplemental cash flow and other information | ā ā ā ā ā ā ā ā June 30, 2020 ā June 30, 2019 Cash paid for amounts included in measurement of liabilities: (in thousands) Operating cash flows from operating leases $ 42 ā $ 3,885 Operating cash flows from finance leases ā 1,553 ā ā 1,149 Financing cash flows from finance leases ā 11,366 ā ā 6,375 ā ā ā ā ā ā ROU assets obtained in exchange for lease liabilities: ā ā ā ā ā Operating leases ā ā ā ā 931 Finance leases ā 8,481 ā ā 16,303 ā ā ā ā ā ā |
(LOSS) EARNINGS PER SHARE (Tabl
(LOSS) EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
(LOSS) EARNINGS PER SHARE | |
Schedule of basic and diluted earnings per share | The following table sets forth the computation of basic and diluted (loss) earnings per share: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended ā Six Months Ended ā ā ā June 30, ā June 30, ā ā 2020 2019 2020 2019 Numerator: ā (in thousands, except per share amounts) ā Net (loss) income ā $ (931) ā $ 1 ā $ (3,482) ā $ 1,502 ā Denominator: ā ā ā ā ā Denominator for basic earnings (loss) per share ā weighted average shares ā 8,820 ā 8,554 ā 8,737 ā 8,479 ā Effect of dilutive securities: ā ā ā ā ā Employee restricted stock and incentive stock options ā ā ā 13 ā ā ā 19 ā Denominator for diluted earnings (loss) per share ā adjusted weighted average shares and assumed conversion ā 8,820 ā 8,567 ā 8,737 ā 8,498 ā Basic (loss) earnings per share ā $ (0.11) ā $ 0.00 ā $ (0.40) ā $ 0.18 ā Diluted (loss) earnings per share ā $ (0.11) ā $ 0.00 ā $ (0.40) ā $ 0.18 ā Weighted average anti-dilutive employee restricted stock and incentive stock options ā 348 ā 509 ā 393 ā 364 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | |
Change in Accounting Estimate [Line Items] | |||
Pre-tax increase in depreciation expense from a change in the Tractor Fleet salvage value percentage | $ 0.3 | $ 0.8 | |
Salvage Value | |||
Change in Accounting Estimate [Line Items] | |||
Tractor Fleet previous salvage value (as a percent) | 30.00% | ||
Tractor Fleet salvage value (as a percent) | 25.00% |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregation of Revenue by Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Disaggregation of Revenue | |||||
Revenues | $ 123,737 | $ 133,622 | $ 250,510 | $ 267,596 | |
Contract assets | 1,400 | 1,400 | $ 900 | ||
Intersegment Eliminations | |||||
Disaggregation of Revenue | |||||
Revenues | (3,628) | (2,429) | (6,674) | (4,807) | |
Trucking | |||||
Disaggregation of Revenue | |||||
Revenues | 87,920 | 96,069 | 180,921 | 190,609 | |
Trucking | Operating Segments | |||||
Disaggregation of Revenue | |||||
Revenues | 88,627 | 96,476 | 182,622 | 191,378 | |
Trucking | Intersegment Eliminations | |||||
Disaggregation of Revenue | |||||
Revenues | (707) | (407) | (1,701) | (769) | |
USAT Logistics | |||||
Disaggregation of Revenue | |||||
Revenues | 35,817 | 37,553 | 69,589 | 76,987 | |
USAT Logistics | Operating Segments | |||||
Disaggregation of Revenue | |||||
Revenues | 38,738 | 39,575 | 74,562 | 81,025 | |
USAT Logistics | Intersegment Eliminations | |||||
Disaggregation of Revenue | |||||
Revenues | (2,921) | (2,022) | (4,973) | (4,038) | |
Freight | |||||
Disaggregation of Revenue | |||||
Revenues | 110,093 | 115,153 | 219,970 | 230,994 | |
Freight | Intersegment Eliminations | |||||
Disaggregation of Revenue | |||||
Revenues | (3,461) | (2,209) | (6,154) | (4,420) | |
Freight | Trucking | Operating Segments | |||||
Disaggregation of Revenue | |||||
Revenues | 78,514 | 82,664 | 159,417 | 164,086 | |
Freight | USAT Logistics | Operating Segments | |||||
Disaggregation of Revenue | |||||
Revenues | 35,040 | 34,698 | 66,707 | 71,328 | |
Fuel surcharge | |||||
Disaggregation of Revenue | |||||
Revenues | 10,534 | 16,901 | 24,546 | 32,341 | |
Fuel surcharge | Intersegment Eliminations | |||||
Disaggregation of Revenue | |||||
Revenues | (167) | (220) | (520) | (387) | |
Fuel surcharge | Trucking | Operating Segments | |||||
Disaggregation of Revenue | |||||
Revenues | 8,083 | 13,034 | 19,371 | 24,799 | |
Fuel surcharge | USAT Logistics | Operating Segments | |||||
Disaggregation of Revenue | |||||
Revenues | 2,618 | 4,087 | 5,695 | 7,929 | |
Accessorial | |||||
Disaggregation of Revenue | |||||
Revenues | 3,110 | 1,568 | 5,994 | 4,261 | |
Accessorial | Trucking | Operating Segments | |||||
Disaggregation of Revenue | |||||
Revenues | 2,030 | 778 | 3,834 | 2,493 | |
Accessorial | USAT Logistics | Operating Segments | |||||
Disaggregation of Revenue | |||||
Revenues | $ 1,080 | $ 790 | $ 2,160 | $ 1,768 |
SEGMENT REPORTING - Other (Deta
SEGMENT REPORTING - Other (Details) | 6 Months Ended |
Jun. 30, 2020segment | |
SEGMENT REPORTING | |
Number of reportable segments | 2 |
SEGMENT REPORTING - Segment Rep
SEGMENT REPORTING - Segment Reporting Information by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information | ||||
Operating revenue | $ 123,737 | $ 133,622 | $ 250,510 | $ 267,596 |
Operating income (loss) | 1,000 | 1,983 | (1,312) | 5,904 |
Depreciation and amortization | 10,034 | 9,125 | 20,045 | 17,943 |
Trucking | ||||
Segment Reporting Information | ||||
Operating revenue | 87,920 | 96,069 | 180,921 | 190,609 |
USAT Logistics | ||||
Segment Reporting Information | ||||
Operating revenue | 35,817 | 37,553 | 69,589 | 76,987 |
Operating Segments | Trucking | ||||
Segment Reporting Information | ||||
Operating revenue | 88,627 | 96,476 | 182,622 | 191,378 |
Operating income (loss) | 1,176 | 837 | (511) | 2,445 |
Depreciation and amortization | 9,697 | 8,853 | 19,473 | 17,432 |
Operating Segments | USAT Logistics | ||||
Segment Reporting Information | ||||
Operating revenue | 38,738 | 39,575 | 74,562 | 81,025 |
Operating income (loss) | (176) | 1,146 | (801) | 3,459 |
Depreciation and amortization | 337 | 272 | 572 | 511 |
Intersegment Eliminations | ||||
Segment Reporting Information | ||||
Operating revenue | (3,628) | (2,429) | (6,674) | (4,807) |
Intersegment Eliminations | Trucking | ||||
Segment Reporting Information | ||||
Operating revenue | (707) | (407) | (1,701) | (769) |
Intersegment Eliminations | USAT Logistics | ||||
Segment Reporting Information | ||||
Operating revenue | (2,921) | (2,022) | (4,973) | (4,038) |
Foreign countries | Operating Segments | Trucking | ||||
Segment Reporting Information | ||||
Operating revenue | $ 7,500 | $ 9,400 | $ 16,100 | $ 19,000 |
EQUITY COMPENSATION AND EMPLO_2
EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS (Details) - Omnibus Incentive Plan (the "Incentive Plan") | 6 Months Ended |
Jun. 30, 2020shares | |
Defined Benefit Plan Disclosure | |
Number of shares authorized (in shares) | 500,000 |
Number of additional shares authorized (in shares) | 500,000 |
Number of shares available for grant (in shares) | 488,617 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
ACCRUED EXPENSES | ||
Salaries, wages and employee benefits | $ 5,532 | $ 3,668 |
Federal and state tax accruals | 1,677 | 1,648 |
Other | 1,129 | 1,202 |
Total accrued expenses | $ 8,338 | $ 6,518 |
DEBT - Summary of Long-term Deb
DEBT - Summary of Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Apr. 20, 2020 | Dec. 31, 2019 | Jan. 31, 2019 | Feb. 15, 2015 |
Debt Instruments | |||||
Total long-term debt, including current maturities | $ 95,222 | $ 89,514 | |||
Less current maturities | (3,064) | (6,165) | |||
Total long-term debt | 92,158 | 83,349 | |||
Credit Facility | |||||
Debt Instruments | |||||
Total long-term debt, including current maturities | 83,075 | $ 170,000 | 73,225 | $ 225,000 | $ 170,000 |
Sale leaseback finance obligations | |||||
Debt Instruments | |||||
Total long-term debt, including current maturities | 10,731 | 11,783 | |||
Insurance Premiums Financing Note | Sale leaseback finance obligations | |||||
Debt Instruments | |||||
Total long-term debt, including current maturities | $ 1,416 | $ 4,506 |
DEBT - Other (Details)
DEBT - Other (Details) - USD ($) | Jan. 31, 2019 | Feb. 15, 2015 | Jul. 31, 2019 | Apr. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Apr. 20, 2020 | Dec. 31, 2019 | Oct. 31, 2019 |
Debt Instruments | |||||||||
Long-term debt | $ 95,222,000 | $ 89,514,000 | |||||||
Borrowing based threshold for eligible unbilled accounts receivable (as a percent) | 85.00% | ||||||||
Remaining borrowing capacity | $ 38,000,000 | ||||||||
Weighted average interest rate | 2.90% | ||||||||
Proceeds from obligation under finance lease | $ 2,300,000 | $ 10,471,000 | |||||||
Finance lease contract term | 5 years | ||||||||
Initial monthly payment in sale-leaseback transaction | $ 30,000 | ||||||||
Tractors | |||||||||
Debt Instruments | |||||||||
Proceeds from obligation under finance lease | $ 10,500,000 | ||||||||
Finance lease contract term | 5 years | ||||||||
Initial monthly payment in sale-leaseback transaction | $ 100,000 | ||||||||
Percentage of original cost at which Company has option to purchase at end of lease | 32.50% | ||||||||
Sale leaseback finance obligations | |||||||||
Debt Instruments | |||||||||
Long-term debt | $ 10,731,000 | 11,783,000 | |||||||
Credit Facility | |||||||||
Debt Instruments | |||||||||
Long-term debt | $ 225,000,000 | $ 170,000,000 | 83,075,000 | $ 170,000,000 | 73,225,000 | ||||
Maximum increase available subject to lender approval | 75,000,000 | ||||||||
Excercisable, incremental borrowing capacity | $ 20,000,000 | ||||||||
Term of debt instrument | 5 years | 5 years | |||||||
Increase (decrease) in borrowing capacity | $ (55,000,000) | ||||||||
Fixed charge coverage ratio | 1 | ||||||||
Commitment fee percentage | 0.25% | ||||||||
Borrowing base before additions of eligible revenue equipment | $ 10,000,000 | ||||||||
Newly acquired revenue equipment (as a percent) | 85.00% | ||||||||
Eligible revenue equipment (as a percent) | 85.00% | ||||||||
Percentage of maximum revolver amount | 10.00% | ||||||||
Minimum excess availability percentage of maximum revolver amount | 20.00% | ||||||||
Letter of credit outstanding | 7,400,000 | ||||||||
Credit Facility | Minimum | |||||||||
Debt Instruments | |||||||||
Borrowing based threshold eligible investment grade accounts receivable (as a percent) | 85.00% | ||||||||
Credit Facility | Maximum | |||||||||
Debt Instruments | |||||||||
Borrowing based threshold eligible investment grade accounts receivable (as a percent) | 90.00% | ||||||||
Swingline sub-facility | |||||||||
Debt Instruments | |||||||||
Long-term debt | $ 25,000,000 | 0 | |||||||
Letter of credit sub-facility | |||||||||
Debt Instruments | |||||||||
Long-term debt | $ 15,000,000 | ||||||||
Base Rate | Credit Facility | Minimum | |||||||||
Debt Instruments | |||||||||
Basis spread on variable rate (as a percent) | 0.25% | ||||||||
Base Rate | Credit Facility | Maximum | |||||||||
Debt Instruments | |||||||||
Basis spread on variable rate (as a percent) | 0.75% | ||||||||
London Interbank Offered Rate (LIBOR) | Credit Facility | Minimum | |||||||||
Debt Instruments | |||||||||
Basis spread on variable rate (as a percent) | 1.25% | ||||||||
London Interbank Offered Rate (LIBOR) | Credit Facility | Maximum | |||||||||
Debt Instruments | |||||||||
Basis spread on variable rate (as a percent) | 1.75% | ||||||||
Insurance Premiums Financing Note | |||||||||
Debt Instruments | |||||||||
Accrued Premium Insurance Payable | $ 4,500,000 | ||||||||
Insurance Premiums Financing Note | Sale leaseback finance obligations | |||||||||
Debt Instruments | |||||||||
Long-term debt | $ 1,416,000 | $ 4,506,000 |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
LEASES | ||||
Operating lease costs | $ 2,052 | $ 2,356 | $ 4,218 | $ 4,515 |
Finance lease costs: | ||||
Amortization of assets | 4,784 | 2,959 | 9,507 | 5,650 |
Interest on lease liabilities | 763 | 603 | 1,553 | 1,149 |
Total finance lease costs | 5,547 | 3,562 | 11,060 | 6,799 |
Variable and short-term lease costs | 284 | 212 | 411 | 773 |
Total lease costs | $ 7,883 | $ 6,130 | $ 15,689 | $ 12,087 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Operating leases: | ||
Operating leases - right of use assets | $ 7,866 | $ 11,775 |
Current operating lease obligations | 3,028 | 6,050 |
Long-term operating lease obligations | 4,966 | 5,812 |
Total operating lease liabilities | 7,994 | 11,862 |
Finance leases: | ||
Property and equipment, at cost | 385,174 | 372,885 |
Accumulated amortization | (142,414) | (124,216) |
Property and equipment, net | 242,760 | 248,669 |
Current finance lease obligations | 25,928 | 30,779 |
Long-term finance lease obligations | 60,363 | 58,397 |
Total lease obligations | $ 86,291 | $ 89,176 |
Weighted average remaining lease term: | ||
Operating leases | 52 months | 45 months |
Finance leases | 42 months | 44 months |
Weighted average discount rate: | ||
Operating leases | 4.00% | 4.03% |
Finance leases | 3.50% | 3.34% |
Equipment finance leases | ||
Finance leases: | ||
Property and equipment, at cost | $ 121,889 | $ 120,236 |
Accumulated amortization | (35,990) | (30,990) |
Property and equipment, net | $ 85,899 | $ 89,246 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Cash paid for amounts included in measurement of liabilities: | |||
Operating cash flows from operating leases | $ 3,885 | $ 42 | |
Operating cash flows from finance leases | 1,149 | 1,553 | |
Financing cash flows from finance leases | 6,375 | 11,366 | $ 6,375 |
ROU assets obtained in exchange for lease liabilities: | |||
Operating leases | 931 | ||
Finance leases | $ 16,303 | $ 8,481 |
LEASES - Other (Details)
LEASES - Other (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2020item | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | |
Lease details | |||||
Noncancellable commitments for purchases of equipment | $ 0 | $ 0 | |||
Lease rent expense | $ 40 | $ 40 | $ 80 | $ 80 | |
Tractors | |||||
Lease details | |||||
Number of units under lease agreement | item | 189 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
INCOME TAXES | |||||||
Effective income tax rate reconciliation percent | 211.40% | 99.50% | 19.80% | 33.50% | |||
Effective income tax rate reconciliation at federal statutory income tax rate, percent | 21.00% | 21.00% | |||||
Income tax receivable | $ 3.5 | $ 3.5 | $ 1.5 | ||||
CARES net operating losses carryback period | 5 years | ||||||
CARES net operating losses carryback federal statutory rate (as a percent) | 35.00% |
(LOSS) EARNINGS PER SHARE - Com
(LOSS) EARNINGS PER SHARE - Computation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
(LOSS) EARNINGS PER SHARE | ||||||
Net (loss) income | $ (931) | $ (2,551) | $ 1 | $ 1,501 | $ (3,482) | $ 1,502 |
Denominator: | ||||||
Denominator for basic earnings (loss) per share - weighted average shares (in shares) | 8,820 | 8,554 | 8,737 | 8,479 | ||
Effect of dilutive securities: | ||||||
Employee restricted stock and incentive stock options (in shares) | 13 | 19 | ||||
Denominator for diluted earnings (loss) per share - adjusted weighted average shares and assumed conversion (in shares) | 8,820 | 8,567 | 8,737 | 8,498 | ||
Basic (loss) earnings per share (in dollars per share) | $ (0.11) | $ 0 | $ (0.40) | $ 0.18 | ||
Diluted (loss) earnings per share (in dollars per share) | $ (0.11) | $ 0 | $ (0.40) | $ 0.18 | ||
Weighted average anti-dilutive employee restricted stock and incentive stock options (in shares) | 348 | 509 | 393 | 364 |
LONG-LIVED ASSET IMPAIRMENT (De
LONG-LIVED ASSET IMPAIRMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Long-lived asset impairment | ||||
Asset impairments | $ 588 | $ 367 | $ 588 | $ 367 |
Older model year tractors | ||||
Long-lived asset impairment | ||||
Asset impairments | 500 | |||
Van Buren, AR Terminal | ||||
Long-lived asset impairment | ||||
Asset impairments | $ 100 | |||
Tractors | ||||
Long-lived asset impairment | ||||
Asset impairments | $ 400 |