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 June 30, 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 a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definition of "ccelerated filer, large accelerated filer", and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ____Accelerated filer ____Non-accelerated filer _X__
Smaller reporting company ____ (Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is an accelerated filer (as
definedin Rule 12b-2 of the Exchange Act).
Yes ___ No _X_
As of August 7, 2008 there were 14,243,409 shares of registrant's common stock
outstanding.
US 1 INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007
Part I FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS.
ASSETS
June 30, December 31,
2008 2007
(Unaudited)
CURRENT ASSETS:
Cash 48,554 _
Accounts receivable-trade, less allowances for
doubtful accounts of $1,310,000 and $1,237,000
respectively 29,327,014 24,992,476
Other receivables, including receivables due
from affiliated entities of $119,000 and
$357,000, respectively 4,805,045 3,784,820
Prepaid expenses and other current assets 820,882 578,519
Current deferred tax asset 717,400 717,400
----------- ----------
Total current assets 35,718,895 30,073,215
FIXED ASSETS:
Land 195,347 195,347
Equipment 1,302,697 1,287,873
Less accumulated depreciation and amortization (697,095) (720,193)
----------- ----------
Net fixed assets 800,949 763,027
----------- -----------
Non-current deferred tax asset 717,400 717,400
Notes Receivable - Long Term 1,211,579 457,850
Other Assets 145,049 145,049
----------- -----------
TOTAL ASSETS $38,593,872 $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
JUNE 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007
LIABILITIES AND SHAREHOLDERS' EQUITY
June 30, December 31,
2008 2007
(Unaudited)
CURRENT LIABILITIES:
Revolving line of credit $ 4,610,998 $ 1,616,157
Accounts payable 11,639,157 9,479,981
Other accrued expenses 1,094,037 1,039,731
Insurance and claims 1,725,529 1,691,674
Accrued compensation 50,078 173,896
Accrued interest 9,516 71,235
Other taxes payable 656,540 854,525
----------- ------------
Total current liabilities 19,785,855 14,927,199
----------- ------------
MINORITY INTEREST 644,534 569,047
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 (27,804,292) (29,307,480)
----------- -----------
Total shareholders' equity 18,163,483 16,660,295
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 38,593,872 $ 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
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007 (UNAUDITED)
Three Months Ended Six Months Ended
2008 2007 2008 2007
OPERATING REVENUES $44,946,889 $47,910,105 $ 86,687,167 $93,821,565
----------- ---------- ----------- ----------
OPERATING EXPENSES:
Purchased transportation 32,028,878 34,436,341 61,578,255 67,686,478
Commissions 5,699,929 5,582,913 11,035,738 11,131,957
Insurance and claims 1,487,325 1,465,652 2,822,561 3,126,836
Salaries, wages, and other 2,608,341 2,842,546 5,397,410 5,601,518
Other operating expenses 1,930,879 1,909,824 3,609,620 3,824,410
----------- ---------- ---------- ----------
Total operating expenses 43,755,352 46,237,276 84,443,584 91,371,199
----------- ---------- ---------- ----------
OPERATING INCOME 1,191,537 1,672,829 2,243,583 2,450,366
----------- ---------- ---------- ----------
NON-OPERATION INCOME (EXPENSE)
Interest income 20,067 3,237 23,092 15,105
Interest (expense) (36,483) (258,827) (59,826) (500,539)
Other income 44,041 95,473 81,276 136,865
----------- ---------- ---------- ----------
Total non-operating
income (expense) 27,625 (160,117) 44,542 (348,569)
----------- ---------- ---------- ----------
INCOME BEFORE MINORITY INTEREST $ 1,219,162 $1,512,712 $2,288,125 $ 2,101,797
Minority Interest Expense 335,245 289,149 643,487 488,799
----------- ---------- ---------- ----------
INCOME BEFORE INCOME TAXES $ 883,917 $1,223,563 $1,644,638 $ 1,612,998
Income tax expense 70,459 109,187 141,450 127,876
----------- ---------- ---------- ----------
NET INCOME AVAILABLE
TO COMMON SHARES 813,458 1,114,376 1,503,188 1,485,122
----------- ---------- ---------- ----------
Basic and Diluted
Net Income $0.06 $0.09 $0.11 $0.12
Per Common Shares
WEIGHTED AVERAGE SHARES
OUTSTANDING - BASIC 14,243,409 12,169,187 14,243,409 12,169,187
WEIGHTED AVERAGE SHARES
OUTSTANDING - DILUTED 14,243,409 14,838,106 14,243,409 12,169,187
<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 SIX MONTHS ENDED JUNE 30, 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 six
months ended
June 30, 2008 - - - - 1,503,188 1,503,188
__________________________________________________________________________________
Balance,
June 30, 2008 14,838,657 $46,920,288 (595,248) $(952,513) $(27,804,292) $18,163,483
==================================================================================
<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
JUNE 30, 2008 AND JUNE 30, 2007 (UNAUDITED)
Six Months Ended June 30,
2008 2007
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income 1,503,188 1,485,122
Adjustments to reconcile net income to net
cash provided by (used in) operating activities
Depreciation and amortization 81,859 75,332
Gain on disposal of assets (5,308) (1,668)
Provision for bad debts 428,140 353,610
Amortization of discount on convertible debt - 210,933
Minority interest expense 643,487 488,799
Changes in operating assets and liabilities:
Accounts receivable - trade (4,762,678) (3,572,468)
Other receivables (1,020,225) (441,960)
Notes receivable (753,729) 167,170
Prepaid expenses and other assets (242,363) (378,302)
Accounts payable 2,159,176 2,918,961
Accrued expenses 54,306 (127,586)
Accrued interest (61,719) 31,379
Insurance and claims 33,855 197,614
Accrued compensation (123,818) (73,880)
Fuel and other taxes payable (197,985) (82,856)
--------- --------
Net cash (used in) provided by operating activities (2,263,814) 1,250,200
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to fixed assets (125,395) (240,926)
Proceeds from sales of fixed assets 10,922 6,000
-------- ---------
Net cash used in investing activities (114,473) (234,926)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under the line of credit 2,994,841 41,725
Purchase of treasury stock - (999)
Distributions to minority interest (568,000) (1,056,000)
--------- ---------
Net cash provided by (used in) financing activities 2,426,841 (1,015,274)
--------- ---------
NET INCREASE IN CASH 48,554 -
CASH, BEGINNING OF PERIOD - -
--------- ---------
CASH, END OF PERIOD 48,554 -
========= =========
Cash paid for interest $121,545 $469,160
========= =========
<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
SIX MONTHS ENDED JUNE 30, 2008 AND 2007
1. BASIS OF PRESENTATION
The accompanying consolidated balance sheet as of June 30, 2008 and the
consolidated statements of income, shareholders' equity and cash flows for the
three and six month periods ended June 30, 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 ccounting 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 and six months ended June 30, 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 statement 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 six months ended June 30, 2008.
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. There was minimal impact to the Company upon adoption.
3. ADOPTION OF NEW ACCOUNTING PRONOUNCEMENT (continued)
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 basic and diluted EPS.
Three Months Ended Six Months Ended
Numerator 2008 2007 2008 2007
Net income available to common $813,458 $1,114,376 $1,503,188 $1,485,122
Shareholders for basic EPS
Interest expense on convertible debt 0 71,398 0 0
Discount amortization on convertible debt 0 107,600 0 0
_____________________________________________________
Net income available to common $813,458 $1,293,374 $1,503,188 $1,485,122
Shareholders for diluted EPS
Denominator
Weighted average common shares outstanding
For basic EPS and diluted EPS (1) 14,243,409 12,169,187 14,243,409 12,169,187
Shares issuable upon conversion of
Convertible debt 0 2,668,919 0 0
_______________________________________________________
Weighted average common shares outstanding 14,243,409 14,838,106 14,243,409 12,169,187
For diluted EPS
(1) Common stock equivalents for convertible debt for the six months
ended June 30, 2007, were excluded from weighted-average common
shares outstanding for diluted EPS because the effect would be
anti-dilutive. For the three months ended June 30, 2007, the
converted debt was 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 bills
customers a fuel surcharges which is generally passed through 100% to the
owner operators. For this reason, amounts billed to customers as fuel
surcharge are not included in the companies freight revenues. 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 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 $10.4 million at June 30, 2008. The interest rate is based upon
certain financial covenants and may range from prime to prime less .75%. At
June 30, 2008, the interest rate on this line of credit was at prime less .75%
(4.25%). The Company's accounts receivable, property, and other assets
collateralize advances under the agreement. At June 30, 2008 the outstanding
borrowings on this line of credit were $4.6 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 June
30, 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 June 30, 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 June 30,
2008.
7. LEGAL PROCEEDINGS
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.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.
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 and six months ended June 30, 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.
Six months ended June 30, 2008 compared to the six months ended June 30, 2007
The following table sets forth the percentage relationships of expense items
to revenue for the six months ended June 30, 2008 and June 30, 2007:
2008 2007
------ ------
Revenue 100.0% 100.0%
Operating expenses:
Purchased transportation 71.0 72.1
Commissions 12.7 11.9
Insurance and claims 3.3 3.3
Salaries, wages and other 6.2 6.0
Other operating expenses 4.2 4.1
------- ------
Total operating expenses 97.4 97.4
------ ------
Operating income 2.6 2.6
The Company's operating revenues decreased by $7.1 million to $86.7 million
for the six months ended June 30, 2008 from $93.8 million for the same period
in 2007. This is an decrease of 7.6%. 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 AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION (continued)
Six months ended June 30, 2008 compared to the six months ended June 30,
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. 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 commission together
decreased 0.3% from 84.0% as a percentage of revenue for the six months ended
June 30, 2007 to 83.7% as a percentage of revenue for the same period of time
in 2008. Purchased transportation expense decreased 1.1% as a percentage of
operating revenue from 72.1% for the six months ended June 30, 2007 to 71.0%
for the six months ended June 30, 2008. This decrease was somewhat offset by
the increase in commission expense of 0.8% of operating revenues for the six
months ended June 30, 2008 compared to the six months ended June 30, 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.
Salaries expense is not directly variable with revenue and has decreased
approximately $200,000 for the six months ended June 30, 2008 compared to the
same period of time in 2007. This decrease in salaries expense is attributable
to subsidiaries of the Company that have closed offices and restructured the
work loads in order to cut costs, as well as, the closing of one of the
Company's subsidiaries. Salaries expense increased 0.2% as a percentage of
operating revenue from 6.0% for the six months ended June 30, 2007 to 6.2% for
the six months ended June 30, 2008.
Insurance and claims remained consistent at 3.3% of revenue for the six
months ended June 30, 2008 and 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.
Other operating expenses increased to 4.2% of revenue for the six months
ended June 30, 2008 from 4.1% of revenue for the six months ended June 30,
2007. While other operating expenses increased as a percentage of revenue, the
actual dollar amount decreased to $3,609,620 for the six months ended June 30,
2008 from $3,824,410 for the six months ended June 30, 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. As a result of closing this office, the subsidiary has experienced a
decrease in bad debt expense, rent expense and travel and lodging for the
first six months of 2008. The Company has also experienced a decrease in
legal fees resulting from litigation expenses incurred during the first six
months of 2007 with no corresponding expense in the first six months of 2008.
The decrease was somewhat offset by increased costs associated with outside
sources contracted by the Company to accomplish programming goals.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION (Continued)
Interest expense decreased $440,713 from $500,539 for the six months
ended June 30, 2007 compared to $59,826 for the six months ended June 30,
2008. This decrease in interest expense is primarily attributable to a
decrease in outstanding borrowings and the conversion of shareholder debt
into common stock during September 2007. 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 June 30, 2008
the interest rate on this loan was prime less .75% (4.25%)
Other income includes income from rental property, storage and
equipment usage fees and other administrative fee income.
The Company also recognized minority interest expense of $643,487 for
the six months ended June 30, 2008 and $488,799 for the six months ended
June 30, 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 tax expense increased $13,574 to $141,450 for the six months
ended June 30, 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 six
months ended June 30, 2008 was $1,503,188 compared to $1,485,122 for
the six months ended June 30, 2007
Three months ended June 30, 2008 compared to the three months ended
June 30, 2007.
The following table sets forth the percentage relationships of expense
items to revenue for the three months ended June 30, 2008 and June 30,
2007:
2008 2007
------ ------
Revenue 100.0% 100.0%
Operating expenses:
Purchased transportation 71.3 71.9
Commissions 12.7 11.7
Insurance and claims 3.3 3.1
Salaries, wages and fringe benefits 5.8 5.9
Other operating expenses 4.3 4.0
------- ------
Total operating expenses 97.4 96.6
------ ------
Operating income 2.6 3.4
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION (Continued)
The Company's operating revenues decreased by $3.0 million to $44.9 million
for the three months ended June 30, 2008 from $47.9 million for the same period
in 2007. This is a decrease of 6.3%. 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.
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 84.0% of operating revenue for the three months
ended June 30, 2008 versus 83.6% of operating revenue for the three months
ended June 30, 2007. This is a combined increase of 0.4% of operating
revenue. Purchased transportation decreased 0.6% of operating revenue for the
three months ended June 30, 2008 compared to the same period of time in 2007.
This decrease was offset by an increase in commissions of 1.0% of operating
revenues for the three months ended June 30, 2008 compared to the three months
ended June 30, 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 half of 2008 the
percentage that this office paid for purchased transportation was lower than
that paid in the first half of 2007.
Commission expense increased as a percentage of operating revenue
from 11.7% for the three months ended June 30, 2007 compared to 12.7% for
the three months ended June 30, 2008. The increase in commission was somewhat
offset by the decrease in purchased transportation.
Salaries expense decreased 0.1% as a percentage of operating revenue from
5.9% for the three months ended June 30, 2007 compared to 5.8% for the three
months ended June 30, 2008. This reduction in salaries expense can be
attributed to two of the Company's subsidiaries restructuring staffing
needs, as well as the closing of one of the Companies subsidiaries.
Insurance and claims increased $21,673 to 3.3% of revenue for the three
months ended June 30, 2008 from 3.1% 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. The increase of 0.2% of revenue is primarily related to a decrease in
revenue rather than a significant increase in actual insurance and claims
expense.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION (Continued)
Other operating expenses increased to 4.3% of revenue for the three
months ended June 30, 2008 from 4.0% of revenue for the three months ended
June 30, 2007. This increase in other operating expenses is the result of
two occurrences during 2008 that the Company did not experience in
2007. The Company contracted outside sources to help accomplish programming
goals. While the Company utilized this vendor in 2007, the efforts have become
aggressive in 2008 and therefore the Company's related costs have increased.
Another factor that contributed to the increase was an increase in bad debt
expense.
Interest expense decreased $222,344 from $258,827 for the three months
ended June 30, 2007 compared to $36,483 for the three months ended June 30,
2008. This decrease in interest expense is primarily attributable to a
decrease in outstanding borrowings and the conversion of shareholder debt into
common stock during September 2007. 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 June 30, 2008 the
interest rate on this loan was prime less .75% (4.25%)
Other income includes income from rental property, storage and equipment
usage fees and other administrative fee income.
The Company also recognized minority interest expense of $335,245 for the
three months ended June 30, 2008 and $289,149 for the three months ended
June 30, 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 tax expense decreased $38,728 to $70,459 for the three months ended
June 30, 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. Substantiall 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 June 30, 2008 was $813,458 compared to $1,114,376 for the six months
ended June 30, 2007.
Liquidity and Capital Resources
During the six months ended June 30, 2008, the Company's financial position
continued to improve. The Company had shareholders' equity of $18.2 million at
June 30, 2008 compared with $16.7 million at December 31, 2007.
Net cash (used in) provided by operating activities decreased ($3,514,014)
from $1,250,200 for the six months ended June 30, 2007 to ($2,263,814) for the
six months ended June 30, 2008. Cash provided by operations before working
capital needs generated $2.6 million for the period ended June 30, 2008 and
2007. Working capital needs used cash of $4,915,181 during the six months
ended June 30, 2008. For the six months ended June 30, 2007, working capital
needs used cash of $1,361,928.
Liquidity and Capital Resources (continued)
The Company experienced an increase in accounts receivable for the six
months ended June 30, 2008 primarily due to decreases in cash receipts. This
decrease in cash receipts is largely due to a slower economy and slow down in
customer payments.
Other receivables used cash for the six months ended June 30, 2008 in the
amount of $1,020,225 compared to $441,960 for the same period in 2007. The
largest contributor to this change is an increase in owner operator advances
associated with the daily operations of the Company.
Accounts Payable provided $2,159,177 in cash for the six months ended
June 30, 2008 compared to $2,918,961 for the same period in 2007. This
increase in accounts payable during the six months ended June 30, 2008 is
attributable to increases in trade payables relating to the timing of payables
made to owner operators and due to increases relating to the opening of several
new offices.
Net cash used in investing activities was $114,473 for the six months ended
June 30, 2008 compared to $234,926 for the same period in 2007. The net cash
used in investing activities is primarily due to the purchase of fixed assets.
Net cash provided by (used in) financing activities increased $3,442,115
from ($1,015,274) for the six months ended June 30, 2007 to $2,426,841 for the
six months ended June 30, 2008. For the six months ended June 30, 2008, net
borrowings under the line of credit were $2,994,841, compared to $41,725 for
the six months ended June 30, 2007. For the six months end June 30, 2008, the
Company distributed $568,000 to minority shareholders of the Company's majority
owned subsidiaries, Carolina National Transportation, LLC. and US1 Logistics,
LLC compared to $1,056,000 for the six months ended June 30, 2007.
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 $10.4 million at June 30, 2008. The interest rate is based upon certain
financial covenants and may range from prime to prime less .75%. At June 30,
2008, the interest rate on this line of credit was at prime less .75% (4.25%).
The Company's accounts receivable, property, and other assets collateralize
advances under the agreement. At June 30, 2008 the outstanding borrowings on
this line of credit were $4.6 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 June 30, 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 June 30, 2008.
Liquidity and Capital Resources (continued)
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 June 30, 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 June 30, 2008 the rate was
4.25%). The interest rate was based on certain financial covenants and
ranged 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 June 30, 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 $119,000 of other accounts receivable due
from entities that could be deemed to be under common control as of June 30,
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.
Certain Relationships and Related Transactions (Continued)
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 six months ended June 30, 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 six months ended June 30, 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 six
months ended June 30, 2008. The Company currently accounts 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 six months ended June 30, 2008, a subsidiary insurance agency of
the Company, recorded commission income of $137,000 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 six months ended June 30, 2007.
In addition, the Chief Executive Officer and Chief Financial Officer,
as well as another 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 June 30, 2008, there have been $175,000 in
dividends paid by AIFC for 2008.
At June 30, 2008 and 2007, the Company paid consulting fees of $15,000
and $18,000, 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.
Item 4. Controls and Procedures (Continued)
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 six months ended June 30, 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 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
August 12, 2008