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, 2009.
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 "accelerated 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 a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ___ No _X__
As of August 5, 2008 there were 14,243,409 shares of registrant's
common stock outstanding.
US 1 INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2009 (UNAUDITED) AND DECEMBER 31, 2008
Part I FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS.
ASSETS
June 30, 2009 December 31, 2008
(Unaudited)
Cash $ 121,947 $ -
Accounts receivable-trade, less allowances for
doubtful accounts of $1,844,000 and
$1,360,000, respectively 24,867,394 30,054,657
Other receivables, including receivables due from
affiliated entities of $679,000 and $964,000,
respectively 5,037,083 4,676,388
Prepaid expenses and other current assets 2,497,698 2,214,218
Current deferred income tax asset 2,165,913 1,444,670
_____________ _____________
Total current assets 34,690,035 38,389,933
FIXED ASSETS:
Land 195,347 195,347
Equipment 2,413,266 2,286,465
Leasehold Improvements 347,781 302,773
Less accumulated depreciation and amortization (1,132,432) (833,771)
_____________ _____________
Net property and equipment 1,823,962 1,950,814
_____________ _____________
Non-current deferred income tax asset - 721,243
Notes receivable - long term 886,252 1,314,395
Intangible assets, net 3,274,336 3,736,000
Goodwill 4,860,342 4,756,943
Other assets 8,700 135,162
_____________ _____________
Total Assets $ 45,543,627 $ 51,004,490
============= =============
<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, 2009 (UNAUDITED) AND DECEMBER 31, 2008
<s> <c> <c>
June 30, 2009 December 31, 2008
(Unaudited)
CURRENT LIABILITIES:
Revolving line of credit $ 11,218,847 $ 11,312,690
Bank overdraft - 3,090,613
Current portion of capital lease obligation 34,598 107,196
Current portion of long-term debt 1,101,565 1,372,546
Accounts payable 10,485,952 9,987,291
Insurance and claims 1,634,638 1,836,391
Other accrued expenses 1,431,826 1,871,800
_____________ _____________
Total current liabilities 25,907,426 29,578,527
LONG-TERM DEBT, less current portion 594,741 817,277
CAPITAL LEASE, less current portion 76,421 44,108
SHAREHOLDERS' EQUITY:
Common stock, authorized 20,000,000 shares:
no par value; 14,838,657 shares issued at
June 30, 2009 and December 31, 2008,
respectively 46,973,512 46,920,288
Treasury stock, 595,248 shares at both
June 30, 2009 and December 31, 2008,
respectively (952,513) (952,513)
Accumulated US 1 Industries, Inc. deficit (26,977,426) (26,249,640)
______________ ______________
Total US 1 Industries, Inc. shareholder's
equity 19,043,573 19,718,135
Noncontrolling Interests (78,534) 846,443
______________ _____________
Total equity 18,965,039 20,564,578
______________ _____________
Total liabilities and shareholders'
equity $ 45,543,627 $ 51,004,490
============== ==============
<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, 2009 AND 2008 (UNAUDITED)
Three Months Ended Six Months ended
June 30, June 30,
2009 2008 2009 2008
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
OPERATING REVENUES $ 45,017,360 $ 44,946,889 $ 89,230,264 $ 86,687,167
OPERATING EXPENSES:
Purchased transportation 30,344,630 32,028,878 61,032,813 61,578,255
Commissions 6,496,286 5,699,929 12,325,797 11,035,738
Insurance and claims 1,157,472 1,487,325 2,724,414 2,822,561
Salaries, wages and other 4,043,764 2,608,341 8,208,573 5,397,410
Other operating expenses 2,762,016 1,930,879 5,566,336 3,609,620
______________ ______________ ______________ ______________
Total operating expenses 44,804,168 43,755,352 89,857,933 84,443,584
______________ ______________ ______________ ______________
OPERATING (LOSS) INCOME 213,192 1,191,537 (627,669) 2,243,583
______________ ______________ ______________ ______________
NON-OPERATING INCOME (EXPENSE)
Interest income 36,394 20,067 45,555 23,092
Interest expense (270,076) (36,483) (431,322) (59,826)
Other income (expense) (4,397) 44,041 115,782 81,276
______________ ______________ ______________ ______________
Total non operating (expense)
income (238,079) 27,625 (269,985) 44,542
NET (LOSS) INCOME BEFORE INCOME TAXES $ (24,887) $ 1,219,162 $ (897,654) $ 2,288,125
Income tax expense 61,202 70,459 143,930 141,450
______________ ______________ ______________ ______________
NET (LOSS) INCOME BEFORE NONCONTROLLING
INTEREST $ (86,089) $ 1,148,703 $ (1,041,584) $ 2,146,675
(Income) Expense attributable to
noncontrolling interest (337,343) 335,245 (313,798) 643,487
______________ ______________ _______________ ______________
NET (LOSS) INCOME AVAILABLE TO COMMON
SHARES $ 251,254 $ 813,458 $ (727,786) $ 1,503,188
============== ============== =============== ==============
Basic and Diluted Net (Loss)
Income per Common Share $ 0.02 $ 0.06 $ (0.05) $ 0.11
Weighted Average Shares
Outstanding Basic and Diluted 14,243,409 14,243,409 14,243,409 14,243,409
<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, 2009
Total US1
Industries, Inc.
Common Stock Treasury Accumulated Stockholders' Noncontrolling
Shares Amount Shares Amount Deficit Equity Interests
___________________________________________________________________________________________________
Balance at January 1, 2009 14,838,657 $ 46,920,288 (595,248) $ (952,513) $(26,249,640) $ 19,718,135 $ 846,443
Net (loss) income for the
six months ended June 30,
2009 - - - - (727,786) (727,786) (313,798)
Stock Compensation Expense - 53,224 - - - 53,224 -
Distribution to
noncontrolling interests - - - - - - (611,179)
__________________________________________________________________________________________________
Balance at June 30, 2009 14,838,657 $ 46,973,512 (595,248) $ (952,513) $(26,977,426) $ 19,043,573 $ (78,534)
==================================================================================================
<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, 2009 AND JUNE 30, 2008 (UNAUDITED)
Six Months Ended June 30,
2009 2008
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) Income (727,786) 1,503,188
Adjustments to reconcile net (loss) income to net
cash provided by operating activities
Depreciation and amortization 766,005 81,859
Loss (Gain) on disposal of assets 41,938 (5,308)
Stock compensation expense 53,224 -
Provision for bad debts 726,946 428,140
Noncontrolling interest (313,798) 643,487
Changes in operating assets and liabilities:
Accounts receivable - trade 4,460,317 (4,762,678)
Other receivables (360,695) (1,020,225)
Notes receivable 428,143 (753,729)
Prepaid expenses and other current assets (157,019) (242,363)
Accounts payable 568,661 2,914,220
Insurance and claims (201,753) 33,855
Other accrued expenses (439,974) (329,216)
____________ ______________
Net cash provided by (used in) operating
activities 4,844,209 (1,508,770)
____________ ______________
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to equipment (219,426) (125,395)
Goodwill purchase accounting adjustment (119,896) -
Proceeds from sales of fixed assets - 10,922
____________ ______________
Net cash used in investing activities (339,322) (114,473)
____________ ______________
CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayments under the line of credit (93,843) 2,994,841
Capital lease payments (53,052) -
Principal payments of long term debts (534,253) -
Distributions to noncontrolling interests (611,179) (568,000)
____________ ______________
Net cash (used in) provided by financing
activities (1,292,327) 2,426,841
____________ ______________
NET CHANGE IN CASH 3,212,560 803,598
CASH, BEGINNING OF PERIOD (3,090,613) (755,043)
____________ ______________
CASH, END OF PERIOD $ 121,947 $ 48,555
============ ==============
Cash paid for interest $ 352,763 $ 121,545
Cash paid for income taxes $ 442,445 $ 244,143
<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, 2009 AND 2008
1. BASIS OF PRESENTATION
The accompanying consolidated balance sheet as of June 30, 2009 and
the consolidated statements of income and cash flows for the three and six
month periods ended June 30, 2009 and 2008, and the statement of share-
holders' equity for the six months ended June 30, 2009 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, 2008, 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 and six months ended June 30, 2009 and 2008 are not necessarily
indicative of the results for a full year.
The Company has evaluated events through August 12, 2009, the filing
date of this Form 10-Q, and has determined that there were subsequent events
to recognize or disclose in these financial statements. The Company's line
of credit was amended on July 24, 2009.
2. ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS
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 April 2008, the FASB issued FASB Staff Position ("FSP") No.
142-3, Determination of the Useful life of Intangible Assets ("FSP 142-3").
FSP 142-3 amends the factors that should be considered in developing
assumptions about renewal or extension used in estimating the useful life of
a recognized intangible asset under SFAS 142, and expands the disclosure
requirements of SFAS 142. The provisions of FSP 142-3 are effective for the
Company as of January 1, 2009. The provisions of FSP 142-3 for determining
the useful life of a recognized intangible asset shall be applied
prospectively to intangible assets recognized as of, and subsequent to, the
effective date. The adoption of this staff position did not have a material
impact on the Company's consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements ("SFAS 157"). SFAS 157 defines fair value, establishes a
framework for measuring fair value, and expands disclosures about fair value
measurements. SFAS 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007. In February 2008, the FASB
issued FSP No. 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. The Company has adopted SFAS 157 as of January 1, 2008,
with the exception of the application of the statement to non-recurring non-
financial assets and nonfinancial liabilities. The implementation of SFAS
157 did not have any material impact on its consolidated financial condition
or results of operations.
Effective January 1, 2009, the Company adopted FASB Staff Position No.
157-2, "Effective Date of FASB Statement No. 157" ("FSP 157-2") which
delayed the effective date of SFAS No. 157 "Fair Value Measurements" for
all non-financial assets and non-financial liabilities, except for items
that are recognized or disclosed at fair value on a recurring basis such as
reporting units measured at fair value for goodwill impairment, indefinite-
lived intangible assets measured at fair value for impairment assessment,
nonfinancial assets and liabilities initially measured at fair value in a
business combination, or nonfinancial long-lived assets measured at fair
value for impairment assessment. This standard did not have a material
impact on the Company's results of operations or financial condition.
Effective January 1, 2009, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 160,"Noncontrolling Interests in
Consolidated Financial Statements." SFAS No. 160 amends Accounting Research
Bulletin No. 51,"Consolidated Financial Statements" ("ARB 51") and
establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the accounting for future ownership
changes with respect to those subsidiaries. This standard defines a non-
controlling interest, previously called a minority interest, as the
portion of equity in a subsidiary not attributable, directly or
indirectly, to a parent. SFAS No. 160 requires, among other items, that a
noncontrolling interest be included in the consolidated balance sheet
within equity separate from the parent's equity; consolidated net income
to be reported at amounts inclusive of both the parent's and
noncontrolling interest's shares and, separately, the amounts of
consolidated net income attributable to the parent and noncontrolling
interest all on the consolidated statements of income; and if a subsidiary
is deconsolidated, any retained noncontrolling equity investment in the
former subsidiary be measured at fair value and a gain or loss be
recognized in net income based on such fair value. The Company applied
the provisions of SFAS No. 160 retrospectively. As a result, noncontrolling
interests of $846,443 were reclassified from the liability section to
equity in the December 31, 2008 balance sheet. Certain reclassifications
have been made to prior period amounts to conform to the presentation of
the current period under SFAS No. 160.
3. RECLASSIFICATIONS
Certain reclassifications have been made to the previously reported
2008 financial statements to conform with the 2009 presentation.
4. ACQUISITIONS
On December 18, 2008, the Company completed the acquisition of a
60% membership interest in ARL for $1.59 million. In addition, the prior
shareholder of ARL can receive up to an additional $2.9 million in cash
if ARL achieves certain revenue and earnings goals through 2012. The
acquisition was recorded using the purchase method of accounting, and on
the date of the acquisition, the Company assessed the fair value of the
acquired assets and assumed liabilities and allocated purchase price
accordingly. For purposes of the allocation, it has allocated $3.6 million
of the ARL purchase price to agent relationships which is an identifiable
intangible asset with a finite life, currently estimated at 7 years. The
Company is amortizing the intangible asset using an accelerated
amortization method over the 7 year period.
At the date of the acquisition of ARL, the book value attributable to
the minority interest shareholder was a deficit, which the shareholder was
not required to fund. As a result, the minority interest at the date of the
acquisition was valued at zero and the amount allocated to goodwill was
increased by the deficit attributable to the minority interest. The
resulting goodwill recorded on the date of the acquisition was
approximately $4.8 million.
The Company's goodwill is subject to, at a minimum, an annual
fourth quarter impairment assessment of its carrying value. Goodwill
impairment is deemed to exist if the net book value of a reporting unit
exceeds its estimated fair value. Estimated fair values of the reporting
units are estimated using an earnings model and a discounted cash flow
valuation model. The discounted cash flow model incorporates the Company's
estimates of future cash flows, future growth rates and management's
judgment regarding the applicable discount rates used to discount those
estimated cash flows. If the Company's estimates and assumptions used in
the discounted cash flow valuation model should prove inaccurate as some
future date, the result of operations for the period could be materially
affected by an impairment of goodwill. The Company's fiscal 2009 year to
date operating results have declined, which may have an adverse effect on
the valuation of goodwill in the future.
The results of ARL have been included in the consolidated
financial statements of the Company for the period subsequent to the
acquisition.
The following unaudited pro forma financial information for the
three and six months ended June 30, 2008 presents the consolidated
operations of the Company as if the acquisition of ARL described above
had been made on January 1, 2008, after giving effect to certain
adjustments for the pro forma effects of the acquisition as of the
acquisition date. The Company made adjustments primarily for the
amortization of intangible assets. The unaudited pro forma financial
information is provided for informational purposes only and does not
project the Company's results of operations for any future period:
As Reported Pro Forma As Reported Pro Forma
Three Months Ended Three Months Ended Six Months Ended Six Months Ended
June 30, 2009 June 30, 2008 2009 2008
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
__________________ __________________ ______________ ________________
Revenue 45,017,360 62,135,763 89,230,264 119,800,152
Net Income (Loss) 251,254 452,312 (727,786) 876,166
Basic & Diluted Earnings
Per Share 0.02 0.03 (0.05) 0.06
5. 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
2009 2008 2009 2008
Numerator
Net (loss) income
available to common
shareholders for basic
and diluted EPS $ 251,254 $ 813,458 $ (727,786) $ 1,503,188
Denominator
Weighted average common
shares outstanding for
basic and diluted EPS 14,243,409 14,243,409 14,243,409 14,243,409
The outstanding stock options granted to two employees as part
of the acquisition of ARL Transport, LLC ("ARL"), in December 2008,
have been excluded from the calculation of earnings per share because
the effect would be anti-dilutive.
The Company has no other options or warrants to purchase
common stock outstanding.
6. REVENUE RECOGNITION
Revenue for freight is recognized upon delivery. The Company
accounts for its revenue in accordance with Emerging Issues Task Force
("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.
7. BANK LINE OF CREDIT
The Company and its subsidiaries have a $17.5 million line of credit
that was amended on July 24, 2009. The amendment included a reduction of
the Revolving Line of Credit from $22.0 million to $17.5 million, the
imposition of an unused fee, a restriction on distributions to minority
interest holders, temporary replacement of certain financial covenants and
the addition of a covenant on current maturities of long term debt other
than debt to the Company's lender. 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 the
amended line of credit was $6.3 million at June 30, 2009. Under the
amended line of credit agreement, the Company's interest rate is based
upon certain financial covenants and may range from "One Month LIBOR"
plus 3.35% to "One Month LIBOR" plus 4.35%. As of June 30, 2009, the
interest rate on this line of credit was 4.163%. The Company's
accounts receivable, property, and other assets collateralize advances
under the agreement. Borrowings up to $3.0 million are guaranteed by
the Chief Executive Officer and Chief Financial Officer of the Company.
At June 30, 2009, the outstanding borrowings on this line of credit
were $11.2 million and $4.6 million was outstanding at June 30, 2008.
The significant increase relates to funding the retirement of $10.0
million of debt assumed in the ARL acquisition.
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. At June 30, 2009, the Company is
subject to one financial covenant of Minimum Quarterly EBITDA. Temporarily
suspended covenants include: minimum net worth requirements, maximum total
debt service coverage ratio, and prohibition of additional indebtedness
without prior authorization. At June 30, 2009, the Company was in
compliance with its financial covenant.
Because the line-of-credit contains both a subjective acceleration
clause and a lockbox arrangement, the Company has classified the balance
outstanding under this line-of-credit agreement as a current liability at
June 30, 2009 and December 31, 2008.
On January 15, 2009, the Company and its subsidiaries entered into a
no cost Interest Rate Swap Agreement with U.S. Bank effective February 2,
2009 through February 1, 2012. This agreement is in the notional amount of
$10.0 million from February 2, 2009 through January 31, 2010, then $7.0
million from February 1, 2010 through January 31, 2011, then $4.0 million
from February 1, 2011 to February 1, 2012. The agreement provides for the
Company to pay interest at an annual rate of 1.64% times the notional amount
of the swap agreement, and receive interest at the LIBOR rate times the
notional amount of the swap. The Company did not enter into this agreement
for speculative purposes. The fair value of the interest rate swap was
minimal at June 30, 2009.
8. EQUITY TRANSACTIONS
In December 2008, as part of the acquisition of ARL, the Company
granted two employees a total of 200,000 options to purchase shares of common
stock at an exercise price of $0.80 per share. These options vest over 4
years. The fair value of these options of $0.1 million was calculated using
a Black Scholes Model. During 2009, the Company recorded stock compensation
expense of $0.05 million. These options have been excluded from the
calculation of earnings per share because the effect would be anti-dilutive.
The Company has no other options or warrants to purchase common stock
outstanding as of June 30, 2009.
9. LEGAL PROCEEDINGS
The Company and its subsidiaries are involved in certain litigation
matters in the normal course of its business. Management intends to
vigorously defend these cases. In the opinion of management, any negative
outcome from litigation now pending will not have a material adverse affect
on the consolidated financial statements of the Company.
10. INCOME TAXES
The Company files a consolidated U.S income tax return and tax returns
in various states and local jurisdictions. Income tax expense of $.14
million for both the six months ended June 30, 2009 and 2008 is for estimated
tax payments to various state and local jurisdictions. Each subsidiary of
the Company is required to file stand-alone state tax returns and pay taxes
based on certain apportionment factors. As such, each subsidiary is not
able to obtain state tax benefits for the losses generated by the
consolidated entity, and is required to pay quarterly state taxes. As a
result, the effective tax rate will vary from the statutory rate.
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 2009 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, 2009 and 2008 and in the Company's Form 10-K for its fiscal year ended
December 31, 2008, 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 between the three and six months ended June 30, 2009 and June
30, 2008.
Six months ended June 30, 2009 compared to the six months ended
June 30, 2008
The following table sets forth the percentage relationships of expense
items to revenue for the six months ended June 30, 2009 and June 30, 2008:
2009 2008
__________ ___________
Revenue 100.00% 100.00%
Operating expenses:
Purchased transportation 68.40% 71.04%
Commissions 13.81% 12.73%
Insurance and claims 3.05% 3.26%
Salaries, wages and other 9.20% 6.23%
Other operating expenses 6.24% 4.16%
________ ________
Total operating expenses 100.70% 97.42%
________ ________
Operating (loss) income -.70% 2.58%
The Company's operating revenues increased by $2.5 million to $89.2
million for the six months ended June 30, 2009 from $86.7 million for the
same period in 2008. This is an increase of 2.9%. The increase is
primarily attributable to the acquisition of ARL Transport, LLC ("ARL")
during December 2008. The additional revenue from the newly acquired
operation offset the significant revenue declines at a number of other
existing subsidiaries. This decline is largely attributable to a decrease
in load volume from various larger customers of the Company, which we
believe is 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. Purchased transportation and
commission together decreased 1.6% from 83.8% as a percentage of revenue
for the six months ended June 30, 2008 to 82.2% as a percentage of revenue
for the same period of time in 2009. Purchased transportation expense
decreased 2.6% as a percentage of operating revenue from 71.0% for the
six months ended June 30, 2008 to 68.4% for the six months ended
June 30, 2009. A factor contributing to the decrease in purchased
transportation was the decrease in percentage paid to independent owner
operators at one of the Company's operations. 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. This decrease in purchased transportation was
somewhat offset by an increase in commission expense of 1.0% of operating
revenues for the six months ended June 30, 2009 compared to the six months
ended June 30, 2008.
Salaries expense is not directly variable with revenue and has
increased $2.8 million for the six months ended June 30, 2009 compared to
the same period of time in 2008. This increase in salaries expense is
primarily attributable to the failure to reduce salaries in proportion to
the decrease in sales during the first quarter of 2009. Salaries expense
increased 3.0% as a percentage of operating revenue from 6.2% for the six
months ended June 30, 2008 to 9.2% for the six months ended June 30, 2009.
Some of the increase in salaries expense as a percentage of revenue
included severance pay during the first quarter of 2009 as well as
expenses associated with the acquisition of ARL.
Insurance and claims decreased slightly to 3.1% of operating
revenue for the six months ended June 30, 2009 from 3.3% for the same
period of time in 2008. This was a decrease of 0.2% of operating revenue
for the six months ended June 30, 2009 compared to the same period of time
in 2008. 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.
Six months ended June 30, 2009 compared to the six months ended
June 30, 2008 (continued)
Other operating expenses increased to 6.2% of revenue for the six
months ended June 30, 2009 from 4.2% of revenue for the six months ended
June 30, 2008. The actual dollar amount increased by approximately $2.0
million from $3.6 million for the six months ended June 30, 2008 to $5.6
million for the six months ended June 30, 2009. This increase is
attributable to several factors. The Company experienced a defalcation
related to accounts receivable which resulted in an increase in the
Company's bad debt expense of approximately $0.5 million during the first
quarter of 2009. In addition, the Company experienced increases in rent
expense, depreciation expense, and amortization expense. Many of these
increases are associated with the ARL subsidiary acquired in December 2008.
Interest expense increased $0.4 million from $0.06 million for the
six months ended June 30, 2008 to $0.43 million for the six months ended
June 30, 2009. This increase is primarily attributable to increased
borrowings as part of the acquisition of ARL. Under the amended line of
credit agreement, the interest rate is based upon certain financial
covenants and may range from "One Month LIBOR" plus 3.35% to "One Month
LIBOR" plus 4.35%. As of June 30, 2009 the interest rate on this line of
credit was 4.163%.
Other income includes income from rental property, storage and
equipment usage fees and other administrative fee income. Other income
increased $0.04 million from $0.08 million for the six months ended
June 30, 2008 to $0.12 million for the six month's ended June 30, 2009.
The Company also recognized noncontrolling interest income of $0.3
million for the six months ended June 30, 2009 compared to $0.6 million
loss for the six months ended June 30, 2008 relating to the minority
shareholders' portion of loss or income generated by our majority owned
subsidiaries, ARL Transport, LLC, Carolina National Transportation, LLC
and US1 Logistics, LLC.
Income tax expense remained consistent at $0.1 million for the six
months ended June 30, 2009 and the six months ended June 30, 2008.
Income tax expense is primarily related to state and local taxes, as
each subsidiary is required to file stand-alone state tax returns, and
is not able to obtain the benefit of losses generated by the consolidated
entity.
As a result of the factors outlined above, the Company experienced
a net loss in the amount of $0.7 million for the six months ended
June 30, 2009 compared to net income of $1.5 million for the six months
ended June 30, 2008.
Three months ended June 30, 2009 compared to the three months ended
June 30, 2008.
The following table sets forth the percentage relationships of expense
items to revenue for the three months ended June 30, 2009 and
June 30, 2008:
2009 2008
__________ ___________
Revenue 100.00% 100.00%
Operating expenses:
Purchased transportation 67.41% 71.26%
Commissions 14.43% 12.68%
Insurance and claims 2.57% 3.31%
Salaries, wages and other 8.98% 5.80%
Other operating expenses 6.14% 4.30%
________ ________
Total operating expenses 99.53% 97.35%
________ ________
Operating (loss) income .47% 2.65%
The Company's operating revenues increased by $0.07 million to
$45.0 million for the three months ended June 30, 2009 from $44.9
million for the same period in 2008. This is an increase of 0.16%.
The additional revenue from the newly acquired operation offset the
significant revenue declines at a number of other existing subsidiaries.
This decline is largely attributable to a decrease in load volume from
various larger customers of the Company, which we believe is 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. Purchased
transportation and commission together decreased 2.1% as a percentage
of revenue for the three months ended June 30, 2009 from the same
period of time in 2008. Purchased transportation expense decreased
3.9% as a percentage of operating revenue from 71.3% for the three months
ended June 30, 2008 to 67.4% for the three months ended June 30, 2009.
A factor contributing to the decrease in purchased transportation was
the decrease in percentage paid to independent owner operators at one
of the Company's operations. 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. This decrease in purchased transportation was somewhat
offset by an increase in commission expense of 1.8% of operating
revenues for the three months ended June 30, 2009 compared to the
three months ended June 30, 2008.
Three months ended June 30, 2009 compared to the three months ended
June 30, 2008 (continued)
Salaries expense is not directly variable with revenue and
increased approximately $1.4 million for the three months ended June 30,
2009 compared to the same period of time in 2008. This increase in
salaries expense is primarily attributable to the failure to reduce
salaries in proportion to the decrease in sales during the first quarter
of 2009. Salaries expense increased 3.2% as a percentage of operating
revenue from 5.8% for the three months ended June 30, 2008 to 9.0% for
the three months ended June 30, 2009. This is primarily attributable
to salaries and expenses associated with employees added with the
acquisition of ARL.
Insurance and claims decreased by 0.7% of operating revenue for
the three months ended June 30, 2009 from 3.3% for the same period of
time in 2008. This was a decrease of $0.3 million for the three months
ended June 30, 2009 compared to the same period of time in 2008 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 6.1% of revenue for the three
months ended June 30, 2009 from 4.3% of revenue for the three months ended
June 30, 2008. The actual dollar amount increased by approximately $0.9
million to approximately $2.8 million for the three months ended
June 30, 2009 compared to approximately $1.9 million for the three months
ended June 30, 2008. This increase is attributable to several factors
including increases in rent expense, depreciation expense, and amortization
expense. Many of these increases are associated with the ARL subsidiary
acquired in December 2008.
Interest expense increased $0.23 million from $0.04 million for the
three months ended June 30, 2008 to $0.27 million for the three months
ended June 30, 2009. This increase is primarily attributable to increased
borrowings as part of the acquisition of ARL. Under the amended line of
credit agreement, the interest rate is based upon certain financial
covenants and may range from "One Month LIBOR" plus 3.35% to "One Month
LIBOR" plus 4.35%. As of June 30, 2009 the interest rate on this line of
credit was 4.163%.
Other income includes income from rental property, storage and
equipment usage fees and other administrative fee income. Other income
decreased $0.05 million for the three month's ended June 30, 2009.
The Company also recognized noncontrolling interest income of
$0.3 million for the three months ended June 30, 2009 compared to $0.3
million expense for the three months ended June 30, 2008 relating to the
minority shareholders' portion of (loss) or income generated by our
majority owned subsidiaries, ARL Transport, LLC, Carolina National
Transportation, LLC and US1 Logistics, LLC.
Three months ended June 30, 2009 compared to the three months ended
June 30, 2008 (continued)
Income tax expense remained relatively consistent at $0.06
million for the three months ended June 30, 2009 compared to $0.07
million for the three months ended June 30, 2008. Income tax expense
is primarily related to state and local taxes, as each subsidiary is
required to file stand-alone state tax returns, and is not able to
obtain the benefit of losses generated by the consolidated entity.
As a result of the factors outlined above, the Company
experienced net income in the amount of $0.25 million for the three
months ended June 30, 2009 compared to net income of $0.81 million for
the three months ended June 30, 2008.
The Company's goodwill is subject to, at a minimum, an annual
fourth quarter impairment assessment of its carrying value. Goodwill
impairment is deemed to exist if the net book value of a reporting
unit exceeds its estimated fair value. Estimated fair values of the
reporting units are estimated using an earnings model and a discounted
cash flow valuation model. The discounted cash flow model incorporates
the Company's estimates of future cash flows, future growth rates and
management's judgment regarding the applicable discount rates used to
discount those estimated cash flows. If the Company's estimates and
assumptions used in the discounted cash flow valuation model should
prove inaccurate as some future date, the result of operations for
the period could be materially affected by an impairment of goodwill.
The Company's fiscal 2009 year to date operating results have
declined, which may have an adverse effect on the valuation of
goodwill.
Liquidity and Capital Resources
During the six months ended June 30, 2009, the Company's
financial position deteriorated. The Company had shareholders'
equity of $19.0 million at June 30, 2009 compared with $20.6 million
at December 31, 2008.
Net cash provided by operating activities increased $6.3 million
from using cash of $1.5 million for the six months ended June 30, 2008
to $4.8 million for the six months ended June 30, 2009. Working
capital needs provided cash of $4.3 million during the six months
ended June 30, 2009. For the six months ended June 30, 2008, working
capital needs used cash of $4.2 million.
The Company experienced a decrease in accounts receivable for
the six months ended June 30, 2009 due to an increase in cash payments
from customers accompanied by a decrease in revenues and a reduction
in the fuel surcharge for the six months ended June 30, 2009.
Other receivables used cash for the six months ended June
30, 2009 in the amount of $0.4 million compared to $1.0 million for
the same period in 2008. The largest contributor to this change is a
decrease in owner operator advances associated with the daily
operations of the Company.
Notes receivable provided cash for the six months ended
June 30, 2009 in the amount of $0.4 million compared to using cash of
$0.8 million in the same period in 2008. The increase in cash provided
was primarily a result of payments from agents with notes.
Liquidity and Capital Resources (continued)
Accounts Payable provided $0.6 million in cash for the
six months ended June 30, 2009 compared to $2.9 million for the
same period in 2008. This decrease in cash provided from accounts
payable during the six months ended June 30, 2009 is attributable
to timing of payables made to owner operators as well as a lower
levels of purchase transportation related to lower revenues.
Net cash used in investing activities was $0.3 million for
the six months ended June 30, 2009 compared to $0.1 million for
the same period in 2008. The net cash used in investing
activities is primarily due to the purchase of fixed assets.
Net cash provided by financing activities was $2.4 million
for the six months ended June 30, 2008 compared to net cash used
in financing activities of $1.3 million for the six months
ended June 30, 2009. This is a decrease of $3.7 million. For
the six months ended June 30, 2009, net repayments under the
line of credit were $0.01 million compared to borrowings of
$3.0 million for the six months ended June 30, 2008. For the
six months ended June 30, 2009, the Company distributed $0.6
million to minority shareholders of the Company's majority owned
subsidiaries. Net cash used in repayments of debt was $0.5
million for the six months ended June 30, 2009.
The Company and its subsidiaries have a $17.5 million line
of credit that was amended on July 24, 2009. The amendment
included a reduction of the Revolving Line of Credit from $22.0
million to $17.5 million, the imposition of an unused fee, a
restriction on distributions to minority interest holders,
temporary replacement of certain financial covenants and the
addition of a covenant on current maturities of long term debt
other than debt to the Company's lender. 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 the amended line of credit was $6.3
million at June 30, 2009. Under the amended line of credit
agreement, the Company's interest rate is based upon certain
financial covenants and may range from "One Month LIBOR" plus
3.35% to "One Month LIBOR" plus 4.35%. As of June 30, 2009,
the interest rate on this line of credit was 4.163%. The
Company's accounts receivable, property, and other assets
collateralize advances under the agreement. Borrowings up
to $3.0 million are guaranteed by the Chief Executive Officer
and Chief Financial Officer of the Company. At June 30, 2009,
the outstanding borrowings on this line of credit were $11.2
million and $4.6 million was outstanding at June 30, 2008.
The significant increase relates to funding the retirement of
$10.0 million of debt assumed in the ARL acquisition.
Liquidity and Capital Resources (continued)
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. At June 30, 2009, the Company is subject
to one financial covenant of Minimum Quarterly EBITDA.
Temporarily suspended covenants include: minimum net worth
requirements, maximum total debt service coverage ratio, and
prohibition of additional indebtedness without prior
authorization. At June 30, 2009, the Company was in compliance
with its financial covenant.
Because the line-of-credit contains both a subjective
acceleration clause and a lockbox arrangement, the Company has
classified the balance outstanding under this line-of-credit
agreement as a current liability at June 30, 2009 and December
31, 2008.
On January 15, 2009, the Company and its subsidiaries entered
into a no cost Interest Rate Swap Agreement with U.S. Bank effective
February 2, 2009 through February 1, 2012. This agreement is in the
notional amount of $10.0 million from February 2, 2009 through January
31, 2010, then $7.0 million from February 1, 2010 through January 31,
2011, then $4.0 million from February 1, 2011 to February 1, 2012.
The agreement provides for the Company to pay interest at an annual
rate of 1.64% times the notional amount of the swap agreement, and
receive interest at the LIBOR rate times the notional amount of the
swap. The Company did not enter into this agreement for speculative
purposes. The fair value of the interest rate swap was minimal at
June 30, 2009.
The Company's primary sources of liquidity consist of cash
on hand generated through operations and availability under the
line of credit agreement. The Company believes these sources are
sufficient to operate its business and meet its obligations.
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 $0.7 million of other accounts
receivable due from entities that could be deemed to be under common
control as of June 30, 2009.
One of the Company's insurance providers, American Inter-Fidelity
Exchange (AIFE), is managed by 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, 2008, 2007 and 2006, cash paid to AIFE for
insurance premiums and deductibles was approximately $4.9 million, $6.0
million, and $5.4 million, respectively.
Certain Relationships and Related Transactions (continued)
The Company has an investment in AIFE which is accounted for
under the cost method as the Company has not exercised control over
AIFE. 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 payable
to US1 Industries, Inc. or its subsidiaries for the three months ended
June 30, 2009 and 2008. In the future, the Company's control over AIFE
or the structure of AIFE could change, which might require the Company
to consolidate AIFE. The Company has not determined what, if any
impact a change in its control over AIFE or AIFE's structure and a
resulting consolidation of AIFE would have with respect to the market
value of the Company, but as of December 31, 2008 AIFE had a recorded
surplus of approximately $11.1 million.
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, 2008 or the six months ended June 30, 2009.
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 $0.5 million, $0.5 million, and $0.6 million for the
years ended December 31, 2008, 2007, and 2006, respectively. These
management fees are available to be paid as dividends to these
officers and directors of the Company.
At June 30, 2009 and 2008,the Company paid consulting fees to
Robert Scissors, one of its directors, relating to insurance services.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
The Company has a revolving line of credit with U.S. Bank
which currently bears interest at the "One Month LIBOR" plus 3.35% (at
June 30, 2009 the interest rate was 4.163%). The interest rate was
based on certain financial covenants. A one percentage point change in
the LIBOR rate would result in approximately $0.11 million in additional
expense annually.
On January 15, 2009, the Company and its subsidiaries entered
into a no cost Interest Rate Swap Agreement with U.S. Bank effective
February 2, 2009 through February 1, 2012. This agreement is in the
notional amount of $10.0 million from February 2, 2009 through January
31, 2010, then $7.0 million from February 1, 2010 through January 31,
2011, then $4.0 million from February 2011 to February 1, 2012. The
agreement provided for the Company to pay interest at an annual rate of
1.64% times the notional amount of the swap agreement and U.S. Bank pays
interest at the LIBOR rate times the notional amount of the swap. The
Company did not enter into this agreement for speculative purposes. The
fair value of the interest rate swap was minimal at June 30, 2009.
The Company's primary sources of liquidity consist of cash on
hand generated through operations and availability under the line of
credit agreement. The Company believes these sources are sufficient to
operate its business and meet its obligations.
Item 4. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures, as
such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the "Exchange Act") 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.
Item 4T. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in the Company's internal control
over financial reports (as such term is defined in Rule 13a-15(f)
under the Exchange Act) that occurred during the quarterly period
ended June 30, 2009 that have materially affected, or are
reasonably likely to materially affect, the Company's internal
control over financial reporting.
Part II OTHER INFORMATION
Item 6. 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
Form 8-K filed on July 29, 2009, furnishing information regarding
the Company entering into a Sixth Amendment to Amended and Restated
Loan Agreement and Eleventh Amendment to Revolving Loan Note (the
"Amendment") with U.S. BANK, a national banking association
("Lender").
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, 2009