FORM 10-Q
________________________________________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2008.
Commission File No. 1-8129.
US 1 INDUSTRIES, INC.
____________________________________________________
(Exact name of registrant as specified in its charter)
Indiana 95-3585609
________________________ ____________________________________
(State of Incorporation) (I.R.S. Employer Identification No.)
336 W. US 30,Valparaiso, Indiana 46385
________________________________________ _________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (219)476-1300
_______________
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 ___
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes ___ No _X_
As of May 8, 2008, there were 14,243,409 shares of registrant's common stock
outstanding.
US 1 INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2008 (UNAUDITED) AND DECEMBER 31, 2007
Part I FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS.
ASSETS
March 31, December 31,
2008 2007
(Unaudited)
CURRENT ASSETS:
Accounts receivable-trade, less allowances
for doubtful accounts of $1,375,797
and $1,237,000, respectively $25,658,681 $24,992,476
Other receivables, including receivables due
from affiliated entities of $66,000 and
$357,000, respectively 4,434,860 3,784,820
Prepaid expenses and other current assets 456,950 578,519
Current deferred tax asset 717,400 717,400
----------- ----------
Total current assets 31,267,891 30,073,215
Property and Equipment:
Land 195,347 195,347
Equipment 1,279,157 1,287,873
Less accumulated depreciation and amortization (695,609) (720,193)
----------- ----------
Net property and equipment 778,895 763,027
----------- -----------
Non-current deferred tax asset 717,400 717,400
Notes receivable - Long Term 640,857 457,850
Other Assets 145,049 145,049
----------- -----------
TOTAL ASSETS $33,550,092 $32,156,541
=========== ===========
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</FN>
US 1 INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2008 (UNAUDITED) AND DECEMBER 31, 2007
LIABILITIES AND SHAREHOLDERS' EQUITY
March 31, December 31,
2008 2007
(Unaudited)
CURRENT LIABILITIES:
Revolving line of credit $ 1,783,763 $ 1,616,157
Accounts payable 10,240,721 9,479,981
Other accrued expenses 912,780 1,039,731
Insurance and claims 1,618,925 1,691,674
Accrued compensation 58,479 173,896
Accrued interest 7,756 71,235
Other taxes payable 748,355 854,525
----------- -----------
Total current liabilities 15,370,779 14,927,199
----------- -----------
MINORITY INTEREST 829,288 569,047
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, authorized 20,000,000 shares;
no par value; 14,838,657 shares issued, 46,920,288 46,920,288
respectively.
Treasury stock, 595,248 shares, respectively (952,513) (952,513)
Accumulated deficit (28,617,750) (29,307,480)
----------- -----------
Total shareholders' equity 17,350,025 16,660,295
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 33,550,092 $ 32,156,541
=========== ===========
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</FN>
US 1 INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
MARCH 31, 2008 AND MARCH 31, 2007 (UNAUDITED)
MARCH 31, MARCH 31,
2008 2007
______________ ______________
OPERATING REVENUES $41,740,278 $ 45,911,460
------------ ------------
OPERATING EXPENSES:
Purchased transportation 29,549,377 33,250,137
Commissions 5,335,809 5,549,044
Insurance and claims 1,335,236 1,661,184
Salaries, wages, and other 2,789,069 2,758,972
Other operating expenses 1,678,741 1,914,586
------------ ------------
Total operating expenses 40,688,232 45,133,923
------------ ------------
OPERATING INCOME 1,052,046 777,537
------------ ------------
NON-OPERATING INCOME (EXPENSE):
Interest income 3,025 11,868
Interest expense (23,343) (241,712)
Other income 37,235 41,392
------------ ------------
Total non-operating income (expense) 16,917 (188,452)
------------ ------------
NET INCOME BEFORE MINORITY INTEREST $ 1,068,963 $ 589,085
Minority Interest Expense 308,242 199,650
------------ ------------
NET INCOME BEFORE INCOME TAXES $ 760,721 $ 389,435
Income Taxes 70,991 18,689
------------ ------------
NET INCOME AVAILABLE TO COMMON SHARES 689,730 370,746
------------ ------------
Basic and Diluted Net Income
Per Common Share $ 0.05 $ 0.03
==== ====
WEIGHTED AVERAGE SHARES OUTSTANDING -
BASIC AND DILUTED 14,243,409 12,169,739
============ =============
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</FN>
US 1 INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2008
Common Stock Treasury Accumulated
Shares Amount Shares Amounts Deficit Total
___________________ ___________________ ______________________
Balance at
January 1, 2008 14,838,657 $46,920,288 (595,248) $(952,513) $(29,307,480) 16,660,295
Net income for the three
months ended
March 31, 2008 - - - - 689,730 689,730
_____________________________________________________________________________
Balance,
March 31, 2008 14,838,657 $46,920,288 (595,248) $(952,513) $(28,617,750) $17,350,025
_____________________________________________________________________________
<FN>
The accompanying notes are in integral part of the consolidated financial statements.
</FN>
US 1 INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
MARCH 31, 2008 AND MARCH 31, 2007 (UNAUDITED)
Three Months Ended March 31,
2008 2007
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income 689,730 370,746
Adjustments to reconcile net income to net
cash (used in) provided by operating activities
Depreciation and amortization 39,723 34,982
Gain on disposal of assets - (1,668)
Provision for bad debts 138,422 186,228
Amortization of discount on convertible note - 103,400
Minority interest expense 308,242 199,650
Changes in operating assets and liabilities:
Accounts receivable - trade (804,626) (1,712,427)
Other receivables (650,040) (541,021)
Notes receivable (183,007) 166,171
Prepaid expenses and other assets 121,569 93,247
Accounts payable 760,738 2,054,693
Accrued expenses (126,951) (268,278)
Accrued interest (72,749) 49,275
Insurance and claims (63,479) 158,653
Accrued compensation (115,417) 7,417
Other taxes payable (106,170) (166,247)
--------- ---------
Net cash (used in) provided by operating activities (64,015) 734,821
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to fixed assets (58,012) (194,315)
Proceeds from sales of fixed assets 2,421 6,000
-------- ---------
Net cash used in investing activities (55,591) (188,315)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on the line of credit 167,606 413,494
Distributions to minority interest (48,000) (960,000)
--------- ---------
Net cash provided by (used in) financing activities 119,606 (546,506)
--------- ---------
NET CHANGE IN CASH - -
CASH, BEGINNING OF PERIOD - -
--------- ---------
CASH, END OF PERIOD - -
========= =========
Cash paid for interest $87,000 $ 89,000
========= =========
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</FN>
US 1 INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2008 AND 2007
1. BASIS OF PRESENTATION
The accompanying consolidated balance sheet as of March 31, 2008
and the consolidated statements of income, shareholders' equity and
cash flows for the three months ended March 31, 2008 and 2007 are
unaudited, but, in the opinion of management, include all adjustments
(consisting of normal, recurring accruals) necessary for a fair
presentation of the financial position and the results of operations at
such date and for such periods. The year-end balance sheet data was
derived from audited financial statements. These statements should be
read in conjunction with US 1 Industries, Inc. and Subsidiaries' ("the
Company") audited consolidated financial statements for the year ended
December 31, 2007, and the notes thereto included in the Company's
Annual Report on Form 10-K. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
omitted, as permitted by the requirements of the Securities and
Exchange Commission, although the Company believes that the
disclosures included in these financial statements are adequate to
make the information not misleading. The results of operations for
the three months ended March 31, 2008 and 2007 are not necessarily
indicative of the results for a full year.
2. RECLASSIFICATIONS
Certain reclassifications have been made to the previously reported
2007 financial statements to conform with the 2008 presentation.
3. ADOPTION OF NEW ACCOUNTING PRONOUNCEMENT
In December 2007, the FASB issued SFAS No. 141(revised 2007)
("SFAS 141R"), a revision of SFAS 141, "Business Combinations."
SFAS 141R establishes requirements for the recognition and measurement
of acquired assets, liabilities, goodwill, and non-controlling
interests. SFAS 141R also provides disclosure requirements related to
business combinations. SFAS 141R is effective for fiscal years
beginning after December 15, 2008. Should they occur, the Company
will apply SFAS 141R prospectively to business combinations with an
acquisition date on or after the effective date.
In September 2006, the FASB issued SFAS No. 157, "Fair
Value Measurements." SFAS No. 157 defines fair value, establishes a
framework for measuring fair value, and expands disclosures about
fair value measurements. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15,
2007. In February of 2008, the FASB issued FASB Staff position
157-2 which delays the effective date of SFAS 157 for non-financial
assets and liabilities which are not measured at fair value on a
recurring basis (at least annually) until fiscal years beginning after
November 15, 2008. There was minimal impact to the Company upon
adoption of SFAS No. 157 during the first quarter ended March 31,
2008.
3. ADOPTION OF NEW ACCOUNTING PRONOUNCEMENT (continued)
In February 2007, the FASB issued SFAS No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities." SFAS No. 159
allows entities the option to measure eligible financial instruments
at fair value as of specified dates. Such election, which may be
applied on an instrument by instrument basis, is typically
irrevocable once elected. SFAS No. 159 is effective for financial
statements issued for fiscal years beginning after November 15, 2007
and will become effective for us beginning with the first quarter
of 2008. There was minimal impact to the Company upon adoption of
SFAS No. 159 during the first quarter ended March 31, 2008.
In December 2007, the FASB issued SFAS No.160, "Non-
Controlling Interests in Consolidated Financial Statements an
amendment of ARB No. 51" ("SFAS 160"). SFAS 160 establishes new
standards for the accounting for and reporting of non-controlling
interests (formerly minority interests) and for the loss of
control of partially owned and consolidated subsidiaries. SFAS
160 does not change the criteria for consolidating a partially
owned entity. SFAS 160 is effective for fiscal years
beginning after December 15, 2008.
The provisions of SFAS 160 will be applied prospectively upon
adoption except for the presentation and disclosure requirements
which will be applied retrospectively. The Company is currently
evaluating the impact of the adoption of SFAS No. 160 on its
consolidated financial statements.
4. EARNINGS PER SHARE
The Company calculates earnings per share ("EPS") in accordance
with SFAS No. 128. Following is the reconciliation of the numerators
and denominators of the basic and diluted EPS.
Three Months Ended March 31,
Numerator 2008 2007
Net income available to common
shareholders for basic and diluted EPS $689,730 $370,746
Denominator
Weighted average common shares
outstanding for basic and diluted EPS(1) 14,243,409 12,169,739
(1) Common stock equivalents for convertible debt for the period
ended March 31, 2007, were excluded from weighted-average common
shares outstanding for diluted EPS because the effect would be anti-
dilutive. This debt was converted into 2,668,918 shares in September
2007.
5. REVENUE RECOGNITION
Revenue for freight is recognized upon delivery. The Company
accounts for its revenue in accordance with EITF 99-19, "Reporting
Revenue Gross as a Principal Versus Net as an Agent". Amounts payable
for purchased transportation, commissions and insurance are accrued
when incurred. The Company follows the guidance of EITF 99-19 and
records revenues at the gross amount billed to customers because the
Company (1) determined it operates as the primary obligor, (2) typically
is responsible for damages to goods and (3) bears the credit risk.
6. BANK LINE OF CREDIT
The Company and its subsidiaries have a $15.0 million line of
credit that was amended on March 25, 2008 extending the maturity date
from 2008 to 2010, releasing the personal guaranties of the
Company's CFO, Mr. Harold Antonson and the Company's CEO Mr. Michael
Kibler and increasing the maximum annual capital expenditures from
$150,000 to $300,000. This line of credit matures on October 1,
2010. Advances under this revolving line of credit are limited to
75% of eligible accounts receivable. Unused availability under this
line of credit was $13.2 million at March 31, 2008. The interest rate
is based upon certain financial covenants and may range from prime to
prime less .75%. At March 31, 2008, the interest rate on this line
of credit was at prime less .75% (4.50%). The Company's accounts
receivable, property, and other assets collateralize advances under
the agreement. At March 31, 2008 the outstanding borrowings on this
line of credit were $1.8 million.
This line of credit is subject to termination upon various events
of default, including failure to remit timely payments of interest,
fees and principal, any adverse change in the business of the Company
or failure to meet certain financial covenants. Financial covenants
include: minimum net worth requirements, maximum total debt service
coverage ratio, and prohibition of additional indebtedness without
prior authorization. At March 31, 2008 and 2007, the Company was in
compliance with these financial covenants. The balance outstanding
under this line-of-credit agreement is classified as a current
liability at March 31, 2008.
On October 20, 2005, the Company and its subsidiaries entered
into an Interest Rate Swap Agreement with U.S. Bank effective
November 1, 2005 through November 1, 2008. This agreement is in the
notional amount of $3,000,000. The agreement caps the interest rate
at 7.71% through the term of the agreement. The fair value of the
interest rate swap was minimal at March 31, 2008.
7. LEGAL PROCEEDINGS AND OTHER
The Company and its subsidiaries are involved in other litigation
in the normal course of its business. Management intends to vigorously
defend these cases. In the opinion of management, the other litigation
now pending will not have a material adverse affect on the
consolidated financial statements of the Company.
Results of Operations
You should read the following discussion regarding the Company and
its subsidiaries along with the Company's consolidated financial
statements and related notes included in this quarterly report. The
following discussion contains forward-looking statements that are
subject to risks, uncertainties and assumptions. The Company's
actual results, performance and achievements in 2008 and beyond may
differ materially from those expressed in, or implied by, these
forward-looking statements.
The financial statements and related notes contained elsewhere in
this Form 10-Q as of and for the three months ended March 31, 2008 and
2007 and in the Company's Form 10-K for its fiscal year ended
December 31, 2007, are essential to an understanding of the
comparisons and are incorporated by reference into the discussion that
follows.
Historically salaries, wages, fringe benefits, and other operating
expenses had been principally non-variable expenses and remained
relatively fixed with slight changes in relationship to revenue.
However, since the Company has added certain operations, which
utilize employees rather than independent agents, these non-variable
expenses may not be directly comparable.
The following table sets forth the percentage relationships of
expense items to revenue for the three months ended March 31, 2008
and March 31, 2007:
2008 2007
------ ------
Revenue 100.0% 100.0%
Operating expenses:
Purchased transportation 70.8 72.4
Commissions 12.8 12.1
Insurance and claims 3.2 3.6
Salaries, wages and other 6.7 6.0
Other operating expenses 4.0 4.2
------- ------
Total operating expenses 97.5 98.3
------ ------
Operating income 2.5 1.7
Item 2. MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION.
Three months ended March 31, 2008 compared to the three months ended
March 31, 2007
The Company's operating revenues decreased by $4.2 million to
$41.7 million for the three months ended March 31, 2008 from $45.9
million for the same period in 2007. This is a decrease of 9.2%. The
decrease is attributable to the closing of an office at one of the
Company's subsidiaries and a decrease in load volume from various
larger customers of the Company, which we believe to be attributable to
the general slowing economy.
Item 2. MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION (continued)
Three months ended March 31, 2008 compared to the three months ended
March 31, 2007 (continued)
Purchased transportation and commission expense generally increase
or decrease in proportion to the revenue generated through independent
contractors. Many agents negotiate a combined percentage payable for
purchased transportation and commission. The mix between the amounts
of purchased transportation paid versus commissions paid may vary
slightly based on agent negotiations with independent owner operators.
In addition, pay on certain types of revenue may be higher than for
other types of revenue. Thus a change in the mix of revenue can cause
some variation in the percent paid out for purchased transportation
and commission. However, in total, commissions and purchased
transportation would typically be expected to remain relatively
consistent as a percentage of revenue. Purchased transportation and
commissions in total was 83.6% of operating revenue for the three
months ended March 31, 2008 versus 84.5% of operating revenue for
the three months ended March 31, 2007. This is a combined decrease
of 0.9% of operating revenue. Purchased transportation decreased 1.6%
of operating revenue for the three months ended March 31, 2008 compared
to the same period of time in 2007. This decrease was somewhat offset
by an increase in commissions of 0.7% of operating revenues for the
three months ended March 31, 2008 compared to the three months ended
March 31, 2007. A factor contributing to the decrease in purchased
transportation was the closing of one of the Company's offices that
paid out purchased transportation at a higher rate than is customary.
The Company also has an office that contracts business. Much of this
business is brokered and therefore the percentage of revenue paid out
as purchased transportation can vary greatly. In the first quarter
of 2008 the percentage that this office paid for purchased
transportation was lower than that paid in the first quarter of 2007.
In 2003, the operation known as Patriot Logistics, Inc. began
using employees to staff the terminals rather than independent sales
agent. This operation accounted for approximately 19.4% and 20.8%
of the Company's consolidated operating revenues for the three months
ended March 31, 2008 and 2007, respectively
Salaries expense is not directly variable with revenue and has
increased approximately $30,000 for the three months ended March 31,
2008 compared to the same period of time in 2007. Salaries expense
increased 0.7% as a percentage of operating revenue from 6.0% for the
three months ended March 31, 2007 to 6.7% for the three months ended
March 31, 2008. This increase in salaries expense as a percentage of
revenue is more a result of decreases in operating revenues rather
than increases in salaries.
Insurance and claims decreased to 3.2% of revenue for the three
months ended March 31, 2008 from 3.6% for the same period of time in
2007. A majority of the insurance and claims expense is based on a
percentage of revenue and, as a result, will increase or decrease on
a consolidated basis with the Company's revenue. Potential liability
associated with accidents in the trucking industry is severe and
occurrences are unpredictable. A material increase in the frequency
or severity of accidents or the unfavorable development of existing
claims could adversely affect the Company's operating income.
Item 2. MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION (continued)
Three months ended March 31, 2008 compared to the three months ended
March 31, 2007 (continued)
Other operating expenses decreased to 4.0% of revenue for the
three months ended March 31, 2008 from 4.2% of revenue for the three
months ended March 31, 2007. This decrease is attributable to several
factors related to one of the Company's subsidiaries. This subsidiary
closed one of its offices that operated with higher overhead costs.
This subsidiary experienced a decrease in bad debt expense during the
first quarter of 2008. This subsidiary also had litigation expense
in the first quarter of 2007 with no corresponding expense in the first
quarter of 2008.
Interest expense decreased $218,369 from $241,712 for the three
months ended March 31, 2007 compared to $23,343 for the three months
ended March 31, 2008. This decrease in interest expense is primarily
attributable to a decrease in outstanding borrowings. Another
contributing factor to the decrease in interest expense is the decrease
in interest rates. The rate on the Company's loan with US Bank is
currently based on certain financial covenants and may range from prime
to prime less .75%. At March 31, 2008 the interest rate on this loan
was prime less .75% (4.50%)
Other income includes income from rental property, storage and
equipment usage fees and other administrative fee income. Other
income increased $205,369 primarily related to interest expense
discussed above.
The Company also recognized minority interest expense of $308,242
for the three months ended March 31, 2008 and $199,650 for the three
months ended March 31, 2007 relating to the minority shareholders'
portion of its majority owned subsidiary's, Carolina National
Transportation, LLC and US1 Logistics, LLC,. Carolina National
Transportation, LLC and US1 Logistics LLC are each 60% owned
subsidiaries of the Company.
Income taxes expense increased $52,302 from $18,689 for the three
months ended March 31, 2008. This expense is attributable primarily
to state income taxes. The Company has federal net operating loss
carry-forwards of approximately $5.1 million. These carry-forwards
are available to offset taxable income in future years. Substantially
all of these carry-forwards will expire in the years 2008 through 2010.
Approximately 50% of the Company's net operating loss carry-forwards
expire in 2008.
As a result of the factors outlined above, net income for the
three months ended March 31, 2008 was $689,730 compared to $370,746
for the three months ended March 31, 2007.
Liquidity and Capital Resources
During the first quarter of 2008, the Company's financial
position continued to improve. The Company had shareholders' equity
of $17.4 million at March 31, 2008 compared with $11.2 million at
March 31, 2007.
Net cash used in operating activities decreased ($798,836) from
$734,821 for the three months ended March 31, 2007 to ($64,015) for
the three months ended March 31, 2008. Working capital needs used
cash of $1,240,132 during the three months ended March 31, 2008.
This was somewhat offset by net income for the three months ended
March 31, 2008 that provided $689,730 in cash from operations. For
the three months ended March 31, 2007, working capital needs used
cash of $158,517 while net income provided cash for operations of
$370,746.
The Company experienced an increase in accounts receivable for
the three months ended march 31, 2008 primarily due to a decrease
in cash receipts due to the slower economy and slower collections.
Other receivables used cash for the three months ended March 31,
2008 in the amount of $650,040 compared to $541,021 for the three
months ended March 31, 2007. The largest contributor to this change
is an increases in owner operator receivables associated with the
daily operations of the Company.
Accounts payable provided $760,738 in cash for the three months
ended March 31, 2008. This increase in accounts payable during the
three months ended March 31, 2008 is attributable to increases in
trade payables relating to the timing of payments made to owner
operators.
A substantial amount of our operating expenses are variable and
as such the decrease in cash received from customers was somewhat
offset by a decrease in cash paid for certain expenses that are
directly related to operations, including purchased transportation,
commissions, and insurance. In addition, there were decreases in
cash paid to vendors for other non-variable obligations.
Net cash used in investing activities decreased primarily due
to less capital expenditures in 2008.
Net cash provided by (used in) financing activities increased
$666,112 from ($546,506) for the three months ended March 31, 2007
to $119,606 for the three months ended March 31, 2008. For the
three months ended March 31, 2008 net borrowings under the line of
credit decreased to $167,606. This was offset by distribution of
$48,000 to shareholders of the Company's majority owned subsidiary,
Carolina National Transportation, LLC, compared to distributions of
$960,000 for the three months ended March 31, 2007.
Liquidity and Capital Resources (continued)
The Company and its subsidiaries have a $15.0 million line of
credit that was amended on March 25, 2008 extending the maturity
date from 2008 to 2010, releasing the personal guaranties of the
Company's CFO, Mr. Harold Antonson and the Company's CEO Mr. Michael
Kibler and increasing the maximum annual capital expenditures from
$150,000 to $300,000. This line of credit matures on October 1, 2010.
Advances under this revolving line of credit are limited to 75% of
eligible accounts receivable. Unused availability under this line of
credit was $13.2 million at March 31,2008. The interest rate is
based upon certain financial covenants and may range from prime to
prime less .75%. At March 31, 2008, the interest rate on this line
of credit was at prime less .75% (4.50). The Company's accounts
receivable, property, and other assets collateralize advances under
the agreement. At March 31, 2008 the outstanding borrowings on
this line of credit were $1.8 million.
This line of credit is subject to termination upon various events
of default, including failure to remit timely payments of interest,
fees and principal, any adverse change in the business of the Company
or failure to meet certain financial covenants. Financial covenants
include: minimum net worth requirements, maximum total debt service
coverage ratio, and prohibition of additional indebtedness without
prior authorization. At March 31, 2008 and 2007, the Company was in
compliance with these financial covenants. The balance outstanding
under this line-of-credit agreement is classified as a current
liability at March 31, 2008.
On October 20, 2005, the Company and its subsidiaries entered
into an Interest Rate Swap Agreement with U.S. Bank effective
November 1, 2005 through November 1, 2008. This agreement is in
the notional amount of $3,000,000. The agreement caps the interest
rate at 7.71% through the term of the agreement. The fair value of
the interest rate swap was minimal at March 31, 2008.
Quantitative and Qualitative Disclosures About Market Risk
Inflation
Changes in freight rates charged by the Company to its customers
are generally reflected in the cost of purchased transportation and
commissions paid by the Company to independent contractors and
agents, respectively. Therefore, management believes that future-
operating results of the Company will be affected primarily by
changes in volume of business. Rising fuel prices are generally
offset by a fuel surcharge the Company passes onto its customers.
However, due to the highly competitive nature of the truckload
motor carrier industry, it is possible that future freight rates,
cost of purchased transportation, as well as fuel prices may
fluctuate, affecting the Company's profitability.
Interest Rate Risk
The Company has a revolving line of credit with a bank, which
currently bears interest at the prime rate less .75% (at March 31,
2008 the rate was 4.50%). The interest rate is based on certain
financial covenants and may range from prime to prime less .75%.
On October 20, 2005, the Company and its subsidiaries entered
into an Interest Rate Swap Agreement with U.S. Bank effective
November 1, 2005 through November 1, 2008. This agreement is in the
notional amount of $3,000,000. The agreement caps the interest rate
at 7.71% through the term of the agreement. The fair value of the
interest rate swap was minimal at March 31, 2008.
Certain Relationships and Related Transactions.
One of the Company's subsidiaries provides safety, management,
and accounting services to companies controlled by the Chief Executive
Officer and Chief Financial Officer of the Company. These services
are priced to cover the cost of the employees providing the services
and the overhead.
The Company has approximately $66,000 of other accounts receivable
due from entities that could be deemed to be under common control as
of March 31, 2008.
One of the Company's insurance providers, American Inter-Fidelity
Exchange (AIFE), is managed by Mr. Venditti, a director of the Company
and the Company has an investment of $126,461 in the provider. AIFE
provides auto liability and cargo insurance to several subsidiaries of
the Company as well as other entities related to the Company by common
ownership. For the years ended December 31, 2007, 2006 and 2005, cash
paid to AIFE for insurance premiums and deductibles was approximately
$6,064,000, $5,366,000, and $4,787,000, respectively.
The Company exercises no control over the operations of AIFE. As a
result, the Company recorded its investment in AIFE under the cost
method of accounting for both the three months ended March 31, 2008
and 2007. Under the cost method, the investment in AIFE is reflected
at its original amount and income is recognized only to the extent of
dividends paid by the investee. There were no dividends declared by
AIFE for the three months ended March 31, 2008 and 2007.
If AIFE incurs a net loss, the loss may be allocated to the various
policyholders based on each policyholder's premium as a percentage of
the total premiums of AIFE for the related period. There has been no
such loss assessment for any of the three years in the period ended
December 31, 2007 or the three months ended March 31, 2008. The
Company currently account for the majority of the premiums of AIFE.
For fiscal 2007, the Company through its subsidiaries, accounted for
approximately 71% of the total premium revenue of AIFE. At December
31, 2007, AIFE had net worth of approximately $11.3 million.
For the three months ended March 31, 2008, a subsidiary insurance
agency of the Company, recorded commission income of $72,000 related
to premiums with AIFE. This commission income is reflected as a
reduction of insurance expense in the consolidated financial
statement of the Company. There were no commissions earned for
the three months ended March 31, 2007.
Certain Relationships and Related Transactions (continued)
In addition, Mr. Kibler, the Chief Executive Officer and a
director of the Company, Mr. Antonson, the Chief Financial Officer
and a director of the Company, as well as Mr. Venditti, a director
of the Company, are the sole shareholders of American Inter-Fidelity
Corporation (AIFC), which serves as the attorney in fact of AIFE.
AIFC is entitled to receive a management fee from AIFE. AIFE
incurred management fees of approximately $529,000, $579,000, and
$300,000 for the years ended December 31, 2007, 2006, and 2005,
respectively. These management fees are available to be paid as
dividends to these officers and directors of the Company. As of
March 31, 2008, there have been no management fees received from
AIFE for 2008.
At March 31, 2008 and 2007, the Company paid consulting fees of
$9,000 and $6,000, respectively, to Robert Scissors, one of its
directors, relating to insurance services.
Item 4. Controls and Procedures
The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the
Company's Exchange Act reports is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and
forms, and that such information is accumulated and communicated to
the Company's management, including its Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognized that any
controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired
control objectives, and management is required to apply its judgment
in evaluating the cost-benefit relationship of possible controls and
procedures.
As required by SEC Rule 13a-15(b), the Company carried out an
evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer
and the Company's Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
as of the end of the period covered by this report. Based on the
foregoing, the Company's Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures
were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial
reporting during the quarter ended March 31, 2008 that have materially
affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) (1) List of Exhibits
The following exhibits, numbered in accordance with Item 601 of
Regulation S-K, are filed as part of this report:
Exhibit 10.5 Amendment to Amended and Restated Loan Agreement
with US BANK and Carolina National, Transportation
LLC, Gulfline Transport Inc.,Five Star Transport,
Inc., Cam Transport, Inc., Unity Logistic Services,
Inc., ERX, Inc., Friendly, Transport, Inc.,
Transport Leasing, Inc., Harbor Bridge Intermodal,
Inc., Patriot Logistics, Inc., Liberty Transport,
Inc., Keystone Lines Corporation, TC Services,
Inc., Freedom Logistics, LLC, Thunderbird Logistics,
LLC, Thunderbird Motor Express, LLC, US1 Logistics,
LLC, and US 1 Industries, Inc.
Exhibit 31.1 Certification 302 of Chief Executive Officer
Exhibit 31.2 Certification 302 of Chief Financial Officer
Exhibit 32.1 Certification 906 of Chief Executive Officer
Exhibit 32.2 Certification 906 of Chief Financial Officer
(b)(1) Reports on Form 8-K
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.
US 1 Industries, Inc.
Michael E. Kibler
Chief Executive Officer
Harold E. Antonson
Chief Financial Officer
May 14, 2008