SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 Commission File No. 0-25506 [X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 PST VANS, INC. (Exact name of registrant as specified in this charter) Utah 87-0411704 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1901 West 2100 South Salt Lake City, UT 84119 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 801-975-2500 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 [ ] The number of shares outstanding of Registrant's Common Stock, par value $0.001 per share, as of October 31, 1996, was 4,217,157 shares. PST VANS, INC. INDEX PART I, FINANCIAL INFORMATION Page Number Item 1. Financial Statements Condensed Balance Sheets as of September 30, 1996 (unaudited) and December 31, 1995 1 Condensed Statements of Operations (unaudited) for the Three and Nine Month periods ended September 30, 1996 and September 30, 1995 2 Condensed Statements of Cash Flows (unaudited) for the Nine Month periods ended September 30, 1996 and September 30, 1995 3 Notes to Condensed Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 PART II, OTHER INFORMATION Item 1. Legal Proceedings * Item 2. Changes in Securities * Item 3. Defaults Upon Senior Securities * Item 4. Submission of Matters to a Vote of Security Holders * Item 5. Other Information * Item 6. Exhibits and Reports on Form 8-K 12 *No Information Submitted Under This Caption PST VANS, INC. CONDENSED BALANCE SHEETS ASSETS September 30, December 31, 1996 1995 (unaudited) CURRENT ASSETS: -------------- --------------- Cash $ 4,090,011 $ 4,249,981 Receivables, net 16,091,832 16,235,574 Prepaid expenses and other 3,524,134 4,088,996 Inventories and operating supplies 655,502 642,730 Deposits 1,434,875 985,952 -------------- -------------- Total current assets 25,796,354 26,203,233 -------------- -------------- PROPERTY AND EQUIPMENT, net 61,707,785 73,253,423 GOODWILL, net 8,680,140 8,884,112 OTHER ASSETS, net 314,343 541,362 -------------- -------------- $ 96,498,622 $ 108,882,130 ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of long-term obligations $ 1,653,901 $ 1,109,337 Current portion of capitalized lease obligations 14,178,485 10,736,025 Accounts payable 4,638,771 4,509,834 Current portion of accrued claims payable 4,270,105 3,656,381 Accrued liabilities 2,779,412 3,256,896 -------------- -------------- Total current liabilities 27,520,674 23,268,473 -------------- -------------- LONG-TERM ACCRUED CLAIMS PAYABLE, net of current portion 1,807,777 2,321,686 LONG-TERM OBLIGATIONS, net of current portion 2,144,516 4,031,690 CAPITALIZED LEASE OBLIGATIONS, net of current portion 40,187,931 51,655,247 STOCKHOLDERS' EQUITY: Common stock 4,217 4,209 Additional paid-in capital 49,759,238 49,731,276 Accumulated deficit (24,925,731) (22,130,451) -------------- -------------- Total stockholders' equity 24,837,724 27,605,034 -------------- -------------- $ 96,498,622 $ 108,882,130 ============== ============== See accompanying notes to condensed financial statements 1 PST VANS, INC. CONDENSED STATEMENTS OF OPERATIONS (unaudited) Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 1996 1995 1996 1995 ------------ ------------ ------------ ------------ REVENUES $ 36,297,413 $ 43,766,499 $110,961,630 $122,029,039 ------------ ------------ ------------ ------------ COST AND EXPENSES: Salaries, wages and benefits 10,820,348 11,464,663 32,860,728 32,872,745 Purchased transportation 7,779,282 11,072,082 24,908,947 30,627,325 Fuel and fuel taxes 5,114,328 5,606,744 15,428,120 15,590,950 Depreciation and amortization 3,263,477 2,591,349 9,950,253 5,510,987 Insurance and claims 1,894,238 3,015,806 7,110,398 6,883,163 Revenue equipment lease expense 1,837,571 2,995,899 6,064,963 9,659,468 Maintenance 2,032,899 2,242,104 5,717,257 6,671,554 General supplies and expense 1,374,371 1,522,159 4,239,349 4,542,031 Taxes and licenses 793,971 987,856 2,549,636 2,533,728 Communications and utilities 831,492 995,043 2,577,582 2,438,180 Amortization of goodwill 67,991 68,000 203,972 203,972 (Gain) Loss on disposition of assets (329,678) (13,580) (1,585,561) 753 ------------ ------------ ------------ ------------ 35,480,290 42,548,125 110,025,644 117,534,856 ============ ============ ============ ============ OPERATING INCOME 817,123 1,218,374 935,986 4,494,183 ------------ ------------ ------------ ------------ OTHER INCOME (EXPENSES): Interest expense (1,188,172) (1,006,246) (3,845,904) (2,788,242) Other income (expense) 24,222 (8,484) 114,638 855 ------------ ------------ ------------ ------------ (1,163,950) (1,014,730) (3,731,266) (2,787,387) ------------ ------------ ------------ ------------ INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (346,827) 203,644 (2,795,280) 1,706,796 PROVISION FOR INCOME TAXES - - - (150,315) ------------ ------------ ------------ ------------ NET INCOME (LOSS) (346,827) 203,644 (2,795,280) 1,556,481 ============ ============ ============ ============ NET INCOME (LOSS) PER SHARE (0.08) 0.05 (0.66) 0.41 ------------ ------------ ------------ ------------ WEIGHTED AVERAGE SHARES OUTSTANDING 4,212,862 4,218,497 4,210,568 3,788,141 ------------ ------------ ------------ ------------ See accompanying notes to condensed financial statements 2 PST VANS, INC. CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (2,795,280) $ 1,556,481 Adjustments to reconcile net income (loss) to net cash provided by operating activities - Depreciation and amortization 10,154,225 5,714,959 Provision for losses on accounts receivable 960,687 507,784 (Gain) Loss on sale of property and equipment (1,585,561) 753 Increase in receivables (816,945) (4,126,617) Decrease in deposits (448,923) 2,185,008 Decrease (Increase) in prepaid and other expenses 564,862 (1,427,660) Increase in inventories and operating supplies (12,772) (168,132) Decrease in other assets, net 227,019 1,783,826 Increase in accounts payable 128,937 345,391 Increase in accrued claims payable 332,506 861,640 Decrease in accrued liabilities (477,484) (907,972) ------------ ----------- Total adjustments 9,026,551 4,768,980 ------------ ----------- Net cash flows provided by operating activities 6,231,271 6,325,461 ------------ ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property and equipment (1,149,741) (7,156,970) Proceeds from sale of property and equipment 4,097,996 1,004,445 ------------ ----------- Net cash flows provided by (used in) investing activities 2,948,255 (6,152,525) ------------ ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term debt - 405,195 Principal payments on long-term obligations (1,342,610) (1,989,975) Principal payments on capitalized lease obligations (8,024,856) (4,038,091) Decrease in advances from factor - (5,336,289) Purchase of accounts receivable from factor - (9,063,711) Proceeds from issuance of common stock, net 27,970 21,625,824 ------------ ----------- Net cash flows (used in) provided by financing activities (9,339,496) 1,602,953 ------------ ----------- NET INCREASE (DECREASE) IN CASH (159,970) 1,775,889 CASH AT BEGINNING OF PERIOD 4,249,981 765,200 ------------ ----------- CASH AT END OF PERIOD $ 4,090,011 $ 2,541,089 ============ =========== See accompanying notes to condensed financial statements 3 PST VANS, INC. CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, 1996 1995 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for - Interest $ 3,875,478 $ 2,687,677 Income taxes 85,395 1,573,678 SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: Equipment acquired through capitalized leases obligations - 43,037,728 Common stock issued as payment of long-term debt - 112,905 See accompanying notes to condensed financial statements 4 PST VANS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS Note 1. Financial Information: The accompanying condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes the following disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Results of operations for interim periods are not necessarily indicative of results for a full year. These condensed financial statements and notes thereto should be read in conjunction with the Company's financial statements and notes thereto, included in the Company's Form 10-K for the year ended December 31, 1995. Note 2. Income Taxes: Income taxes for the interim periods are based upon the Company's estimated effective annual tax rates. The Company's effective tax rate (income tax expense divided by income before provision for income taxes) decreased to zero for the three and nine months ended September 30, 1996, compared to approximately 0% and 9% for the three and nine months ended September 30, 1995, respectively, as a result of the Company not recording any benefit on its pre-tax loss in 1996. 5 PST VANS, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Comparison of the Three Months Ended September 30, 1996 to the Three Months Ended September 30, 1995 Revenues decreased by 17.1% to $36.3 million for the three months ended September 30, 1996 compared to $43.8 million for the three months ended September 30, 1995. The decline in revenues resulted primarily from an 16.6% decrease in average revenue equipment to 1171 tractors for the three months ended September 30, 1996 compared to 1404 tractors for the three months ended September 30, 1995; and a 2.7% decline in rate per total mile for the three months ended September 30, 1996 compared to the three months ended September 30, 1995. Revenues were adversely affected in the third quarter of 1996 by higher than normal driver shortages. Management believes the decrease in rate per loaded mile was a result of an overcapacity of tractors that affected the industry generally. Operating costs and expenses were 97.7% of revenues for the three months ended September 30, 1996, compared to 97.2% of revenues for the three months ended September 30, 1995. Salaries, wages and benefits increased to 29.8% of revenues for the three months ended September 30, 1996 compared to 26.2% of revenues for the three months ended September 30, 1995. This was due primarily to driver pay changes that became effective in October, 1995, a small increase in September 1996, and an increase in the percent of total miles driven by Company drivers compared to independent contractors during the two periods. Company miles increased to 72.4% of total miles for the three months ended September 30, 1996 compared to 67.4% of total miles for the three months ended September 30, 1995, due to a higher ratio of company tractors to total tractors. Purchased transportation decreased to 21.4% of revenues for the three months ended September 30, 1996, compared to 25.3% for the three months ended September 30, 1995, as result of a smaller percent of total miles driven by independent contractors (see previous paragraph) and a reduction in the rate paid to independent contractors. Independent contractors are under contract with the Company and are responsible for their own salaries, wages and benefits, fuel, maintenance and depreciation. Independent contractor costs are classified as purchased transportation expenses. Fuel and fuel taxes, net of surcharges, increased to 14.1% of revenues for the three months ended September 30, 1996, compared to 12.8% of revenues for the three months ended September 30, 1995, as a result of a higher percentage of miles driven with Company tractors and an increase in the cost of fuel. In order to reduce the Company's vulnerability to rapid increases in the price of fuel, the Company has historically entered into purchase contracts with fuel suppliers from time to time for a portion of its estimated fuel requirements at guaranteed prices. The increase in cost of fuel was largely offset by fuel sur- charges to customers and fuel purchase contracts. As these guaranteed price contracts expire, fuel cost could increase if pump prices remain high. Manage- ment expects the cost of fuel to remain high through the fourth quarter. The 6 Company also implemented fuel surcharges to many of its customers, but antici- pates that the purchase contracts and fuel surcharges will help offset some of the increase in the cost of fuel. Revenue equipment lease expense decreased to 5.1% of revenues for the three months ended September 30, 1996, compared to 6.8% of revenues for the three months ended September 30, 1995, primarily as a result of the Company reducing the percentage of its tractor fleet financed through operating leases to 22.0% for the three months ended September 30, 1996, compared to 32.3% for the three months ended September 30, 1995. The decrease was partially offset by an increase in trailers financed by operating lease. Maintenance increased to 5.6% of revenues for the three months ended September 30, 1996, compared to 5.1% of revenues for the three months ended September 30, 1995, as a result of increased tire expense partially offset by reduced repair costs. Management believes the increased tire cost for the three months ended September 30, 1996 was a result of a larger portion of the fleet requir- ing tires during the quarter as a result of the normal wear cycle. Lower re- pair costs are a result of a newer tractor fleet. The average age of Company owned tractors decreased to 1.5 years during the three months ended September 30, 1996 compared to 1.6 years for the three months ended September 30, 1995. Insurance and claims decreased to 5.2% of revenues for the three months ended September 30, 1996, from 6.9% of revenues for the three months ended September 30, 1995 as a result of a decrease in the number of incidents for the three months ended September 30, 1996. The company recently reduced its deductible which will increase the premium, but in management's opinion will reduce overall costs. General supplies and expenses increased to 3.8% of revenues for the three months ended September 30, 1996 compared to 3.4% of revenues for the three months ended September 30, 1995 as a result of increased costs associated with outside consultants. An outside consulting firm was brought in to review various process at the company, including Insurance & Claims, Driver Retention, and Budgeting. Many of their suggestions have been implemented in the company. Taxes and licenses decreased to 2.2% of revenues for the three months ended September 30, 1996, compared to 2.3% of revenues for the three months ended September 30, 1995, as a result of an increase in the percent of company equipment to total equipment. Communications and utilities held even at 2.3% of revenues for the three months ended September 30, 1996, compared to 2.3% of revenues for the three months ended September 30, 1995. The Company uses the "Highway Master" on board communication systems in its fleet of tractors. The Company began installation of "Highway Master" systems in June, 1994. In April 1995, all of the tractors were equipped with the on-board system. The costs associated with the use of the on-board system have been higher than anticipated. The Company has taken various steps in the past to try to reduce the ongoing costs of using the on-board communication system. The use of the "Highway Master" system generally enhances the Company's ability to track loads, service customers and communicate with and monitor drivers. The Company recognized a gain of $329,678, or .9% of revenues for the three months ended September 30, 1996, compared to a gain of $13,580 for the three months ended September 30, 1995, as a result of the Company selling 209 of its older trailers in the third quarter of 1996. 7 Depreciation and amortization increased to 9.0% of revenues for the three months ended September 30, 1996, compared to 5.9% of revenues for the three months ended September 30, 1995, as a result of the majority of the Company's new revenue equipment being financed with capital leases and the increased cost of upgraded equipment. Interest expense increased to 3.3% of revenues for the three months ended September 30, 1996, compared to 2.3% of revenues for the three months ended September 30, 1995 as a result of the majority of the Company's new revenue equipment being financed with capitalized leases and the increased cost of upgraded equipment. As a consequence of the items discussed above, the Company incurred a loss before provision for income taxes for the three months ended September 30, 1996 of $346,827 compared to income before provision for income taxes of $203,644 for the three months ended September 30, 1995. Comparison of the Nine Months Ended September 30, 1996 to the Nine Months Ended September 30, 1995 Revenues decreased by 9.1% to $111.0 million for the nine months ended September 30, 1996 compared to $122.0 million for the nine months ended September 30, 1995. The decrease in revenues was a result of a 3.6% decrease in the number of tractors to 1257 for the nine months ended September 30, 1996 compared to 1304 for the nine months ended September 30, 1995, a decrease in average rates of 1.2% and a decrease in the average miles per tractor of 4.5% between the two periods. Management believes the decrease in average revenue per total mile and decrease in average miles per tractor was a result of slower than anticipated economic conditions in the first nine months of 1996. Addi- tionally, a shortage of qualified drivers increased the average unseated trac- tors in the nine months ended September 30, 1996 compared to the nine months ended September 30, 1995. The driver shortage problem has improved through the end of the third quarter. However, if a shortage of qualified drivers continues to plague the industry, we may experience future shortages. Operating costs and expenses were 99.2% of revenues for the nine months ended September 30, 1996 compared to 96.3% of revenues for the nine months ended September 30, 1995. Operating costs and expenses were adversely affected by the 1.2% reduction in earnings per total mile and the 4.5% decrease in utilization as measured by total miles per truck for the nine months ended September 30, 1996, as well as the factors discussed below. Salaries, wages and benefits increased to 29.6% of revenues for the nine months ended September 30, 1996 compared to 26.9% for the nine months ended September 30, 1995 due primarily from driver pay changes in October 1995 and September 1996 and an increase in the percent of total miles driven by Company drivers compared to independent contractors during the two periods. Company miles increased to 70.9% of total miles for the nine months ended September 30, 1996, compared to 68.0% of total miles for the nine months ended September 30, 1995 due to a higher rate of Company tractors to total tractors. Purchased transportation decreased to 22.4% of revenue for the nine months ended September 30, 1996 compared to 25.1% for the nine months ended September 30, 1995, as a result of a smaller percent of total miles driven by independent contractors and a reduction in the rate paid to independent contractors. Independent contractors are under contract with the company and are responsible for their own salaries, wages and benefits, fuel, maintenance and depreciation. Independent contractor costs are classified as purchased transportation expenses. 8 Fuel and fuel taxes, net of fuel surcharges, increased to 13.9% of revenues for the nine months ended September 30, 1996, compared to 12.8% of revenues for the nine months ended September 30, 1995, as a result of a higher percentage of miles driven with Company tractors and an increase in fuel costs partially offset with fuel surcharges billed to customers and fuel purchase contracts. Management expects the cost of fuel to remain high through the remainder of the year. Revenue equipment lease expense decreased to 5.5% of revenue for the nine months ended September 30, 1996 compared to 7.9% of revenues for the nine months ended September 30, 1995, primarily as a result of the Company reducing the percentage of its tractor fleet financed through operating leases to 25.0% for the nine months ended September 30, 1996 compared to 38.6% for the nine months ended September 30, 1995. Maintenance decreased to 5.2% of revenues for the nine months ended September 30, 1996, compared to 5.5% of revenues for the nine months ended September 30, 1995, as a result of reduced maintenance cost associated with a newer tractor fleet. The average age of Company owned tractors decreased to 1.3 years during the nine months ended September 30, 1996 compared to 1.7 years for the nine months ended September 30, 1995. Insurance and claims increased to 6.4% of revenues for the nine months ended September 30, 1996, from 5.6% of revenues for the nine months ended September 30, 1995 as a result of an increase in the amount of average loss per accident during the nine months ended September 30, 1996 and the volume of small losses compared to the nine months ended September 30, 1995. On October 1, 1995, Management increased the training requirements of new drivers and has changed the driver pay to attract more experienced drivers which management believes are less accident-prone. Management continues to review accidents to determine what actions may be taken to reduce future claims costs. General supplies and maintenance increased to 3.8% of revenue for the nine months ended June 30, 1996 compared to 3.7% of revenues for the nine months ended September 30, 1995 as a result of increased use of outside consultants. Taxes and licenses increased to 2.3% of revenues for the nine months ended September 30, 1996 compared to 2.1% of revenues for the nine months ended September 30, 1995, primarily as a result of an increase in the percentage of company equipment to total equipment. Communications and utilities increased to 2.3% of revenues for the nine months ended September 30, 1996 compared to 2.0% of revenues for the nine months ended September 30, 1995, primarily as a result of the Company utilizing "Highway Master" on board communication system in a larger portion of its fleet of tractors. The Company began installation of "Highway Master" systems in June 1994. In April 1995, all of the tractors were equipped with the on-board system. The costs associated with the use of the on-board system have been higher than anticipated. The Company has taken various steps, however, that it believes will help reduce the ongoing costs of using the on-board communication system during the remainder of 1996. The use of "Highway Master" system generally enhances the Company's ability to track loads, service customers and communicate with drivers and monitor drivers. 9 The Company recognized a gain of $1,585,561, or 1.4% of revenues for the nine months ended September 30, 1996 compared to a loss of $753 for the nine months ended September 30, 1995, as a result of the Company selling its older trailers during the first nine months of 1996. Depreciation and amortization increased to 9.0% of revenues for the nine months ended September 30, 1996, compared to 4.5% of revenues for the nine months ended September 30, 1995, as a result of the majority of the Company's new revenue equipment being financed with capital leases. Interest expense increased to 3.5% of revenues for the nine months ended September 30, 1996, compared to 2.3% of revenues for the nine months ended September 30, 1995 as a result of the majority of the Company's new revenue equipment being financed with capital leases. This increase in interest expense was partially offset by a .8% of revenue decrease in interest expense compared to the nine months ended September 30, 1995, as a result of the Company ceasing to discount its accounts receivable to a factor following its initial public offering of its common stock in March 1995. As a consequence of the items discussed above, the Company incurred a loss before provision for income taxes for the nine months ended September 30, 1996 of $2,795,280, compared to income before provision for income taxes of $1,556,481 for the nine months ended September 30, 1995. The Company's effective tax rate ( income tax expense divided by income before income taxes) decreased to zero for the nine months ended September 30, 1996, compared to 9% for the nine months ended September 30, 1995, as a result of the Company not recording any benefit on its pretax loss. Liquidity and Capital Resources The Company's sources of liquidity have been funds provided by operations, leases on revenue equipment and revolving lines of credit. The Company has a credit facility with the Bank of New York for issuance of letters of credit up to $8.7 million. As of September 30, 1996, the Company had used $8.7 million of this facility, principally for letters of credit in favor of the Company's insurance carrier. As outstanding letters of credit issued under this credit facility are not renewed, the maximum commitment available under this credit facility will be reduced by the amount of the letters of credit that are not renewed. In May, 1995 the Company obtained an additional $8.0 million working capital line of credit which expired on May 12, 1996. Extensions on this $8.0 million line credit were obtained through August 12, 1996, at which time the $8.0 million line of credit expired. Effective August 6, 1996, the company obtained a $7.0 million line of credit. The Company anticipates that use of the line will be primarily for insurance related letters of credit as well as providing any short term cash requirements. As of September 30, 1996, the Company has utilized $3.2 million of the new $7.0 million line of credit for insurance related letters of credit. The credit facility in place with the Bank of New York on September 30, 30, 1996 has loan covenants which obligate the Company to maintain a required level of profitability and cash flow. The Bank of New York has amended these covenants for periods through and including December 31, 1996. The Company is currently in compliance with the Bank of New York covenants. The Company may be required to seek additional amendments or waivers in the future. 10 based on actual operating results. The new $7.0 million line of credit has no loan covenants, but is secured by accounts receivable. Net cash provided by operating activities totaled approximately $6.2 million for the nine months ended September 30, 1996. Net cash provided by investing activities (primarily selling of equipment) amounted to $2.9 million for the nine months ended September 30, 1996. Payments on debt and capitalized lease obligations was $9.3 million for the nine months ended September 30, 1996. The Company expects capital expenditures for the remainder of 1996 to be approximately $0.5 million primarily for a computer system and software replacement and upgrade. For the first nine months of 1996, the Company acquired $1.1 million of new fixed assets, primarily furniture and fixtures and leasehold improvements. Future expansion of the fleet will be made as future economic conditions dictate. Management believes that commitments available under the Company's lines of credit will be sufficient to meet the Company's capital requirements through 1996. The Company's business is capital intensive and will require the Company to seek additional debt and possibly equity capital to enable the Company to maintain a modern fleet. Whether such capital will be available on favorable terms, or at all, will depend on the Company's future operating results, prevailing economic and industry conditions and other factors over which the Company has little or no control. Fuel is one of the Company's most substantial operating expenses. In order to reduce the Company's vulnerability to rapid increased in the price of fuel, the Company enters into purchase contracts with fuel suppliers from time to time for a portion of its estimated fuel requirements at guaranteed prices. As of September 30, 1996, the Company had entered into various agreements with fuel suppliers to purchase approximately 40% of its estimated fuel needs through fourth quarter 1996 and 18% of its fuel needs through June 1997 at a guaranteed price. Although this arrangement helps reduce the Company's vulnerability to rapid increases in the price of fuel, the Company will not benefit from a decrease in the price of fuel to the extent of its commitment to purchase fuel under these contracts. Seasonality In the trucking industry, revenues generally show a seasonal pattern as customers reduce shipments during and after the winter holiday season and its attendant weather variations. Operating expenses also tend to be higher during the cold weather months, primarily due to poorer fuel economy and increased maintenance costs. Inflation Inflation can be expected to have an impact on the Company's operations. The effect of inflation has been minimal over the past three years. This quarterly report on Form 10-Q may be deemed to contain certain forward- looking statements. These statements are subject to known and unknown risks and uncertainties, including decreased demand for freight, slower than anticipated economic conditions, shortages of drivers and such other risks as are identified and discussed herein and in the Company's filings with the Securities and Exchange Commission. These known and unknown risks and uncertainties could cause the Company's actual results in future periods to be materially different from any future performance suggested herein. 11 PART II, OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 10.1 - Loan and Security Agreement Exhibit 27.1 - Financial Data Schedule (b) Reports on Form 8-K None 12 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 thereto duly authorized. PST VANS, INC. Date: November 14, 1996 By: \s\ Kenneth R. Norton -------------------------- . . . . . . . . . . . . . . . . . . . . . . . . . .Kenneth R. Norton . . . . . . . . . . . . . . . . . . . . . . . . . .Chief Executive Officer By: \s\ Steven Orme -------------------------- . . . . . . . . . . . . . . . . . . . . . . . . . .Steven Orme . . . . . . . . . . . . . . . . . . . . . . . . . .Controller/Treasurer