1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________.
Commission file number 0-19858
USA TRUCK, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 71-0556971
- ------------------------------- --------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3108 INDUSTRIAL PARK ROAD
VAN BUREN, ARKANSAS 72956
- --------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
(501) 471-2500
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Registrant's telephone number, including area code
Not applicable
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Former name, address and former fiscal year, if changed since last report.
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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
9,418,173 shares of common stock, $.01 par value, were outstanding on July
29, 1998.
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INDEX
USA TRUCK, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited) Page
----
Condensed Balance Sheets -- June 30, 1998 and December 31, 1997 3
Condensed Statements of Income and Comprehensive Income -- Three
months and six months ended June 30, 1998 and 1997 4
Condensed Statements of Cash Flows -- Six months ended June 30,
1998 and 1997 5
Notes to Condensed Financial Statements -- June 30, 1998 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 8
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders. 14
Item 6. Exhibits and Reports on Form 8-K. 14
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
USA TRUCK, INC.
CONDENSED BALANCE SHEETS
June 30, December 31,
1998 1997
------------- -------------
(unaudited) (note)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,504,014 $ 3,667,311
Accounts receivable:
Trade, less allowance for doubtful accounts
(1998 - $ 145,268; 1997 - $ 170,250) 13,833,413 12,613,314
Other 394,874 282,407
Inventories 270,266 291,691
Deferred income taxes 1,972,104 1,956,115
Prepaid expenses and other current assets 2,124,146 1,481,317
------------- -------------
Total current assets 20,098,817 20,292,155
PROPERTY AND EQUIPMENT 128,799,373 120,496,101
ACCUMULATED DEPRECIATION AND AMORTIZATION (31,581,211) (30,314,193)
------------- -------------
97,218,162 90,181,908
SECURITY DEPOSITS 1,745,478 1,745,478
OTHER ASSETS 1,298,629 1,298,629
------------- -------------
Total assets $ 120,361,086 $ 113,518,170
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Bank drafts payable $ 764,989 $ 371,730
Trade accounts payable 3,182,661 3,125,666
Accrued expenses 11,811,448 10,978,135
Current maturities of long-term debt 5,423,975 6,285,986
------------- -------------
Total current liabilities 21,183,073 20,761,517
LONG-TERM DEBT, LESS CURRENT MATURITIES 26,384,179 27,056,954
DEFERRED INCOME TAXES 13,141,264 11,641,824
LONG-TERM INSURANCE AND CLAIMS ACCRUALS 1,888,614 1,684,614
STOCKHOLDERS' EQUITY:
Preferred stock, par value $.01 per share; 1,000,000 shares
authorized; none issued -- --
Common stock, par value $.01 per share; 16,000,000 shares authorized;
issued shares (1998 - 9,419,201; 1997 - 9,374,868) 94,192 93,749
Additional paid-in capital 12,847,145 12,577,336
Retained earnings 44,837,972 39,702,176
Less treasury stock, at cost (1998 - 1,028; 1997 - 0) shares (15,353) --
------------- -------------
Total stockholders' equity 57,763,956 52,373,261
------------- -------------
Total liabilities and stockholders' equity $ 120,361,086 $ 113,518,170
============= =============
NOTE: The balance sheet at December 31, 1997 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See notes to condensed financial statements.
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USA TRUCK, INC.
CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------- -----------------------------
1998 1997 1998 1997
------------ ------------ ------------ ------------
OPERATING REVENUES $ 37,387,246 $ 32,079,177 $ 72,610,449 $ 62,739,287
OPERATING EXPENSES AND COSTS:
Salaries, wages and employee benefits 15,641,708 13,464,075 30,724,137 26,403,475
Operations and maintenance 8,607,191 8,456,897 17,010,292 17,291,806
Operating taxes and licenses 689,492 533,561 1,295,056 1,087,510
Insurance and claims 1,810,916 1,627,116 3,488,310 3,038,280
Communications and utilities 314,476 469,321 636,101 883,427
Depreciation and amortization 4,088,077 3,233,626 8,005,051 6,398,007
Other 1,056,972 791,479 2,043,772 1,812,299
------------ ------------ ------------ ------------
32,208,832 28,576,075 63,202,719 56,914,804
------------ ------------ ------------ ------------
OPERATING INCOME 5,178,414 3,503,102 9,407,730 5,824,483
OTHER (INCOME) EXPENSE:
Interest expense 551,724 332,139 947,980 538,211
(Gain) or loss on disposal of assets 6,510 (500) 6,510 (500)
Other, net 40,675 20,906 47,684 38,665
------------ ------------ ------------ ------------
598,909 352,545 1,002,174 576,376
------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAXES 4,579,505 3,150,557 8,405,556 5,248,107
INCOME TAXES 1,781,428 1,225,567 3,269,762 2,041,514
------------ ------------ ------------ ------------
NET INCOME AND
COMPREHENSIVE INCOME $ 2,798,077 $ 1,924,990 $ 5,135,794 $ 3,206,593
============ ============ ============ ============
PER SHARE INFORMATION:
Average shares outstanding (Basic) 9,418,826 9,408,270 9,378,054 9,373,548
Basic net income per share ============ ============ ============ ============
$ 0.30 $ 0.20 $ 0.55 $ 0.34
============ ============ ============ ============
Average shares outstanding (Diluted) 9,531,054 9,528,750 9,478,162 9,472,223
Diluted net income per share ============ ============ ============ ============
$ 0.29 $ 0.20 $ 0.54 $ 0.34
============ ============ ============ ============
See notes to condensed financial statements.
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USA TRUCK, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
June 30,
------------------------------
1998 1997
------------ ------------
OPERATING ACTIVITIES:
Net income $ 5,135,794 $ 3,206,593
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 8,005,051 6,398,007
Provision for doubtful accounts (24,982) 42,249
Deferred income taxes 1,483,451 189,800
Loss (Gain) on sale of assets 6,510 (500)
Changes in operating assets and liabilities:
Receivables (1,307,584) (1,779,851)
Inventories and prepaid expenses (621,404) (558,842)
Bank drafts payable, accounts payable and accrued expenses 1,326,259 7,673,252
Insurance and claims accruals 204,000 204,000
------------ ------------
Net cash provided by operating activities 14,207,095 15,374,708
INVESTING ACTIVITIES:
Purchases of property and equipment (18,517,634) (21,188,321)
Purchases of investments -- (39,762)
Proceeds from sale of assets 3,469,521 5,001,100
Increase in other assets -- 5,775
------------ ------------
Net cash used by investing activities (15,048,113) (16,221,208)
FINANCING ACTIVITIES:
Borrowings under long-term debt 11,075,000 18,700,000
Proceeds from the exercise of stock options 270,254 275,046
Payments to repurchase common stock (57,747) (597,378)
Principal payments on long-term debt (8,250,000) (12,700,000)
Principal payments on capitalized lease obligations (4,359,786) (4,627,304)
------------ ------------
Net cash (used) provided by financing activities (1,322,279) 1,050,364
------------ ------------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (2,163,297) 203,864
Cash and cash equivalents at beginning of period 3,667,311 1,486,946
------------ ------------
Cash and cash equivalents at end of period $ 1,504,014 $ 1,690,810
============ ============
See notes to condensed financial statements.
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USA TRUCK, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 1998
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the six-month period ended June 30, 1998, are
not necessarily indicative of the results that may be expected for the year
ended December 31, 1998. For further information, refer to the financial
statements and footnotes thereto included in the annual report on Form 10-K of
USA Truck, Inc. (the "Company") for the year ended December 31, 1997.
NOTE B--COMMITMENTS
As of July 29, 1998, the Company had remaining commitments for the purchase of
revenue equipment in the aggregate amount of approximately $17.6 million in 1998
and $31.9 million in 1999.
NOTE C--CAPITAL STOCK TRANSACTIONS
During the six-month period ended June 30, 1998, the Company made purchases in
the aggregate of 3,850 additional shares of its outstanding common stock on the
open market for $57,747 pursuant to the repurchase program authorized by the
Board of Directors in September 1995. Of this amount, 2,822 shares were
distributed pursuant to the Company's Employee Stock Purchase Plan, to
participants in such Plan.
NOTE D--SUBSEQUENT EVENT
On July 9, 1998, the Company announced that its Board of Directors had
authorized the Company to purchase up to 500,000 shares of its outstanding
common stock over a three-year period dependent upon market conditions. Common
stock purchases under the authorization may be made from time to time on the
open market or in privately negotiated transactions at prices determined by the
Chairman of the Board or President of the Company. This new authorization will
be effective upon the expiration of the Company's existing stock repurchase
program. The Board of Directors previously authorized the Company to purchase up
to 500,000 shares of its common stock during the three-year period from
September 1995 to September 1998. Under this previous authorization, the Company
had repurchased 443,350 shares of common stock as of July 29, 1998.
NOTE E--NEW ACCOUNTING PRONOUNCEMENTS
In 1997, the Company adopted Financial Accounting Standards Board Statement No.
128, Earnings per Share (SFAS 128); therefore earnings per share amounts for the
quarter ended and the six-month period ended June 30, 1997 have been restated to
conform to the SFAS 128 requirements.
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USA TRUCK, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 1998
NOTE E--NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)
As of January 1, 1998, the Company adopted Financial Accounting Standards Board
Statement 130, Reporting Comprehensive Income (SFAS No. 130). SFAS 130
establishes new rules for the reporting and display of comprehensive income and
its components; however, the adoption of this Statement had no impact on the
Company's net income or shareholders' equity. During the quarter ended and the
six-month period ended June 30, 1998, the Company's comprehensive income is the
same as net income.
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FORM 10-Q
USA TRUCK, INC.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following table sets forth the percentage relationship of certain items to
operating revenues for the periods indicated:
Three Months Ended Six Months Ended
June 30, June 30,
-------------- --------------
1998 1997 1998 1997
----- ----- ----- -----
OPERATING REVENUES 100.0% 100.0% 100.0% 100.0%
OPERATING EXPENSES AND COSTS:
Salaries, wages and employee benefits 41.8 42.0 42.3 42.1
Operations and maintenance 23.0 26.3 23.4 27.6
Operating taxes and licenses 1.8 1.7 1.8 1.7
Insurance and claims 4.9 5.1 4.8 4.8
Communications and utilities 0.9 1.4 0.9 1.4
Depreciation and amortization 10.9 10.1 11.0 10.2
Other 2.8 2.5 2.8 2.9
----- ----- ----- -----
86.1 89.1 87.0 90.7
----- ----- ----- -----
OPERATING INCOME 13.9 10.9 13.0 9.3
OTHER (INCOME) EXPENSE:
Interest expense 1.5 1.0 1.3 0.9
(Gain) or loss on disposal of assets -- -- -- --
Other, net 0.1 0.1 0.1 --
----- ----- ----- -----
1.6 1.1 1.4 0.9
----- ----- ----- -----
INCOME BEFORE INCOME TAXES 12.3 9.8 11.6 8.4
INCOME TAXES 4.8 3.8 4.5 3.3
----- ----- ----- -----
NET INCOME AND
COMPREHENSIVE INCOME 7.5% 6.0% 7.1% 5.1%
===== ===== ===== =====
RESULTS OF OPERATIONS
Quarter Ended June 30, 1998 Compared to Quarter Ended June 30, 1997
Operating revenues increased 16.5% to $37.4 million in the second quarter
of 1998 from $32.1 million for the same quarter of 1997, resulting from
increased business with existing customers and additional business from new
customers plus an increase in average revenue per mile. Average revenue per mile
increased to $1.119 in 1998 from $1.102 in 1997. The empty mile factor decreased
to 9.99% in 1998 from 10.50% of paid miles in the second quarter of 1997. There
was a 14.7% increase in the number of shipments to 33,203 in 1998 from 28,936 in
1997. This volume improvement was made possible by an increase of 14.8% in the
average number of tractors operated from 922 in 1997 to 1,058
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in 1998. The net effect of the volume improvement and the Company's continuing
fleet expansion was a increase of 1.6% in miles per tractor per week to 2,506 in
1998 from 2,467 in 1997.
Operating expenses and costs as a percentage of revenues decreased to 86.1%
in 1998 from 89.1% in 1997. This change resulted primarily from a decrease, on a
percentage of revenue basis, in operations and maintenance costs and in
communications and utilities expense. These decreases were partially offset by
increases, on a percentage of revenue basis, in depreciation and amortization
expense. The percentage decrease, relative to revenues, in operations and
maintenance costs was primarily the result of a decrease of 13.6 cents per
gallon in the average cost of fuel in the second quarter of this year compared
to the same period last year, and by a slight increase in fuel efficiency to
6.47 average miles per gallon in 1998 from 6.42 in 1997. The decrease in
communications and utilities expense, as a percentage of revenue and in actual
dollars, reflects the installation and use of the Company's two-way,
satellite-based mobile messaging and position-locating equipment in all of its
tractors. This equipment has greatly reduced the Company's telephone expenses
and increased the efficiency of communications with drivers. In addition, these
devices have enabled the Company to eliminate the cost associated with the
global paging system the Company was previously utilizing in its operations. The
increase in depreciation and amortization expense reflects the effects of timing
differences between trade-in cycles and purchasing schedules along with an
increase in the cost of tractors and trailers when compared to those being
retired.
As a result of the foregoing factors, operating income increased 47.8% to
$5.2 million, or 13.9% of revenues, in 1998 from $3.5 million, or 10.9% of
revenues, in 1997.
Interest expense increased 66.1% to $552,000 in 1998 from $332,000 in 1997,
resulting primarily from an increase in borrowings, partially offset by a
decrease in interest rates, in the aggregate, on both short-term and long-term
debt..
As a result of the above, income before income taxes increased 45.4% to
$4.6 million, or 12.3% of revenues, in 1998 from $3.2 million, or 9.8% of
revenues, in 1997.
The Company's effective tax rate remained unchanged at 38.9% for both 1998
and 1997. The effective rates varied from the statutory Federal tax rate of 34%
primarily due to state income taxes and certain non-deductible expenses.
As a result of the aforementioned factors, net income increased 45.4% to
$2.8 million, or 7.5% of revenues, in 1998 from $1.9 million, or 6.0% of
revenues, in 1997, an increase of 45.0% in diluted net income per share to $.29
from $.20. The number of shares used in the calculation of diluted net income
per share for the second quarters of 1998 and 1997 were 9,531,054 and 9,528,750,
respectively. Total shares outstanding at June 30, 1998, were 9,418,173.
Six-Months Ended June 30, 1998 Compared to Six-Months Ended June 30, 1997
Operating revenues increased 15.7% to $72.6 million in 1998 from $62.7
million in 1997, resulting from increased business with existing customers and
additional business from new customers plus an increase in average revenue per
mile. Average revenue per mile increased to $1.118 in 1998 from $1.106 in 1997.
The empty mile factor decreased to 10.13% in 1998 from 10.21% of paid miles in
the second quarter of 1997. There was a 13.3% increase in the number of
shipments to 63,844 in 1998 from 56,337 in 1997. This volume
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improvement was made possible by an increase of 15.8% in the average number of
tractors operated from 897 in 1997 to 1,039 in 1998. The net effect of the
volume improvement and the Company's continuing fleet expansion was a decrease
of 1.2% in miles per tractor per week from 2,511 in 1997 to 2,481 in 1998.
Operating expenses and costs as a percentage of revenues decreased to 87.0%
in 1998 from 90.7% in 1997, for the same reasons discussed above in the
comparison of the quarter ended June 30, 1998 to the quarter ended June 30, 1997
with an additional offset of an increase, relative to revenues, in salaries,
wages and employee benefits. For the six month period, the average cost of fuel
decreased 16.5 cents per gallon and fuel efficiency improved to 6.31 average
miles per gallon in 1998 from 6.22 in 1997. The increase in salaries, wages, and
employee benefits was due to an increase in aggregate driver pay along with an
increase in incentives earned by employees due to improved operating and
financial performance of the Company in the second quarter of this year compared
to the same period last year.
As a result of the foregoing factors, operating income increased 61.5% to
$9.4 million, or 13.0% of revenues, in 1998 from $5.8 million, or 9.3% of
revenues, in 1997.
Interest expense increased 76.1% to $948,000 in 1998 from $538,000 in 1997,
resulting primarily from an increase in borrowings, partially offset by a
decrease in interest rates, in the aggregate, on both short-term and long-term
debt.
As a result of the above, income before income taxes increased 60.2% to
$8.4 million, or 11.6% of revenues, in 1998 from $5.2 million, or 8.4% of
revenues, in 1997.
The Company's effective tax rate remained unchanged at 38.9% for both 1998
and 1997. The effective rates varied from the statutory Federal tax rate of 34%
primarily due to state income taxes and certain non-deductible expenses.
As a result of the aforementioned factors, net income increased 60.2% to
$5.1 million, or 7.1% of revenues, in 1998 from $3.2 million, or 5.1% of
revenues, in 1997, an increase of 58.8% in diluted net income per share to $.54
from $.34. The number of shares used in the calculation of diluted net income
per share for the six-month periods ended June 30, 1998 and 1997 were 9,478,162
and 9,472,223, respectively.
SEASONALITY
In the motor carrier industry generally, revenues are lower in the first
and fourth quarters as customers decrease shipments during the winter holiday
season and as inclement weather impedes operations. These factors historically
have tended to decrease net income in the first and fourth quarters. Future
revenues could be impacted if customers reduce shipments due to temporary plant
closings, which historically have occurred during July and December.
FUEL AVAILABILITY AND COST
The motor carrier industry is dependent upon the availability of diesel
fuel, and fuel shortages or increases in fuel taxes or fuel costs have adversely
affected, and may in the future adversely affect the profitability of USA Truck.
Fuel prices have fluctuated widely and fuel taxes have generally increased in
recent years. The Company has not experienced difficulty in maintaining
necessary fuel supplies, and in the past the Company generally has been able to
recover all but the most significant increases in fuel costs and fuel taxes from
customers through increased freight rates. Diesel prices declined during and
subsequent to the six-month period ended June 30, 1998, but there can be no
assurance that diesel prices will continue to decrease or remain below the
higher prices experienced in recent periods. There also
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can be no assurance that the Company will be able to recover any future
increases in fuel costs and fuel taxes through increased rates.
LIQUIDITY & CAPITAL RESOURCES
The continued growth of the Company's business has required significant
investments in new equipment. USA Truck has financed revenue equipment purchases
with cash flows from operations and through borrowings under the Company's
collateralized revolving credit agreement (the "General Line of Credit") and
conventional financing and lease-purchase arrangements. Working capital needs
have generally been met with cash flows from operations and occasionally with
borrowings under the General Line of Credit. Although the Company has not relied
significantly on the General Line of Credit to meet working capital
requirements, it does experience cyclical cash flow needs common to the
industry. The Company uses the General Line of Credit to minimize these
fluctuations and to provide flexibility in financing revenue equipment
purchases. Cash flows from operations were $14.2 million for the six-month
period ended June 30, 1998 as compared to $15.4 million in the comparable period
of 1997.
The Company's General Line of Credit provides for available borrowings of
up to $28.5 million, including letters of credit not exceeding $5.0 million. As
of June 30, 1998, approximately $13.2 million was available under the General
Line of Credit. The General Line of Credit matures on April 30, 2000, prior to
which time, subject to certain conditions, the amount outstanding can be
converted at any time, at the Company's option, to a four-year term loan
requiring 48 equal monthly principal payments plus interest. The interest rate
on the General Line of Credit (8.50% at June 30, 1998) fluctuates between the
lender's prime rate or prime plus 1/2% or LIBOR, depending upon the ratio of the
Company's debt to tangible net worth. Under the General Line of Credit, the
Company has the right to borrow at a rate related to the Eurodollar rate when
this rate is less than the lender's prime rate. A quarterly commitment fee of
1/4% per annum is payable on the unused amount of the available borrowings. The
principal maturity can be accelerated if the borrowing base (based on a
percentage of receivables and otherwise unsecured equipment) does not support
the principal balance outstanding. The General Line of Credit is collateralized
by accounts receivable and all otherwise unencumbered equipment. The Company has
the option under certain conditions and at certain rates to fix the rate and
term on portions of the outstanding balance of the General Line of Credit.
On November 19, 1997 the Company entered into a lease commitment
agreement (the "Equipment TRAC Lease Commitment"), with another financial
institution to facilitate the leasing of tractors. The Equipment TRAC Lease
Commitment has a commitment term ending on December 31, 1998 and provides for a
maximum borrowing amount of $12.6 million. Each capital lease will have a
repayment period of 42 months. Borrowings are limited based on the amounts
outstanding under capital leases entered into under this agreement. As of June
30, 1998 $12.6 million remained available under the Equipment TRAC Lease
Commitment. The interest rate on the capital leases under the Equipment TRAC
Lease Commitment fluctuates in relation to the interest rate for 3 1/2-year
Treasury Notes as published in The Wall Street Journal and is fixed upon
execution of a lease.
On November 13, 1996 the Company amended its lease commitment agreement
(the "TRAC Lease Commitment"), dated January 24, 1996, to extend the term and
increase the borrowing limit to an amount equal to the sum of the current
outstanding balance plus $10.0 million, resulting in a new lease commitment with
a maximum borrowing amount of $16.0 million. The TRAC Lease Commitment
facilitates the leasing of tractors. The commitment term ended on December 31,
1997. Each capital lease has a repayment period of 42 months. The interest rate
on the capital leases under the TRAC Lease Commitment fluctuates in relation to
the weekly average interest rate for 2-year Constant Maturity
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Treasury Securities as published by the Federal Reserve and is fixed upon
execution of lease. As of June 30, 1998, capital leases in the aggregate
principal amount of $13.4 million were outstanding under the TRAC Lease
Commitment.
At June 30, 1998, the Company had debt obligations of approximately $31.8
million, including amounts borrowed under the facilities described above, of
which approximately $5.4 million were current obligations. During the second
quarter of 1998 the Company made borrowings under the General Line of Credit of
$5.5 million, while retiring $5.8 million in debt. The retired debt had an
average interest rate of approximately 6.86%.
During the years 1998 and 1999, the Company plans to make approximately
$70.1 million in capital expenditures. At June 30, 1998, USA Truck was committed
to spend $35.1 million of this amount for revenue equipment in 1998. The Company
is committed to spend $22.7 million, and currently has budgeted an additional
$9.2 million for revenue equipment in 1999. The commitments to purchase revenue
equipment are cancelable by the Company if certain conditions are met. The
balance of the expected capital expenditures will be used for maintenance and
office equipment and facility improvements.
The General Line of Credit, the Equipment TRAC Lease Commitment,
equipment leases and cash flows from operations should be adequate to fund the
Company's operations and expansion plans through the end of 1998. There can be
no assurance, however, that such sources will be sufficient to fund Company
operations and all expansion plans through such date, or that any necessary
additional financing will be available, if at all, in amounts required or on
terms satisfactory to the Company. The Company expects to continue to fund its
operations with cash flows from operations, equipment leases, the General Line
of Credit, and the Equipment TRAC Lease Commitment for the foreseeable future.
In September 1995, the Board of Directors authorized the Company to
repurchase up to 500,000 shares of its outstanding common stock, on the open
market or in privately negotiated transactions, from time to time over a period
of three years. As of July 29, 1998, the Company had purchased 443,350 shares
pursuant to this authorization at an aggregate purchase price of $4.4 million,
including 40,500 shares purchased in 1997 at an aggregate purchase price of
$329,000. On May 7, 1997, the Board of Directors authorized the retirement of
all shares purchased prior to May 6, 1997 and not previously retired, which
resulted in the retirement of 185,500 shares of treasury stock that had been
purchased at an aggregate cost of $1.6 million. The Company had previously
retired 254,000 shares of treasury stock on May 8, 1996. In addition, 3,327 of
the remaining 3,850 repurchased shares have been resold under the Company's
Employee Stock Purchase Plan (the "Plan"). The Company may continue to purchase
shares in the future for purposes of the Plan, or otherwise if, in the view of
management, the common stock is undervalued relative to the Company's
performance and prospects for continued growth. Any such purchases would be
funded with cash flows from operations or the General Line of Credit.
In addition, on July 9, 1998, the Company's Board of Directors authorized the
Company to purchase up to 500,000 shares of its outstanding common stock over a
three-year period dependent upon market conditions. Common stock purchases under
the authorization may be made from time to time on the open market or in
privately negotiated transactions at prices determined by the Chairman of the
Board or President of the Company. This new authorization will be effective in
September 1998 upon the expiration of the Company's existing stock repurchase
program. Any such purchases would be funded with cash flows from operations or
the General Line of Credit.
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YEAR 2000 ISSUES
The Company believes that the computer equipment and software used by
the Company will function properly with respect to dates in the Year 2000 and
thereafter. The Company has reviewed its computer systems, using both internal
and external resources, and has made and continues to make certain modifications
to address Year 2000 issues. The Company is in the process of communicating with
its significant suppliers and customers to determine the extent to which
interfaces with such entities are vulnerable to Year 2000 issues and the extent
to which any products purchased from such entities are vulnerable to Year 2000
issues. The Company presently believes that the Year 2000 issues will not
require the Company to incur any material cost or pose significant operational
problems for the Company directly or as a result of any Year 2000 issues of
suppliers or customers.
NEW ACCOUNTING PRONOUNCEMENTS
In 1997, the Financial Accounting Standards Board issued Statement No.
128, Earnings per Share (SFAS 128). The standard replaced the calculation of
primary and fully diluted earnings per share with basic and diluted earnings per
share. Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants and convertible securities. Diluted
earnings per share is very similar to the previously reported fully diluted
earnings per share. All earnings per share amounts for all periods in this
report have been presented, and where appropriate, restated to conform to the
SFAS 128 requirements.
In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, Reporting Comprehensive Income (SFAS No.
130). The provisions of SFAS No. 130 require companies to classify items of
comprehensive income by their nature in a financial statement and display the
accumulated balance of other comprehensive income separately from retained
earnings and additional paid-in capital in the financial statements. The Company
has no comprehensive income items for the periods presented, therefore
comprehensive income is the same as net income for the periods presented.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements and information that are
based on management's belief as well as assumptions made by, and information
currently available to management. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it can
give no assurance that such expectations will be realized. Should one or more of
the risks or uncertainties underlying such expectations materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those expected. Among the key factors that are not within the Company's control
and that may have a direct bearing on operating results are increases in diesel
prices, adverse weather conditions and the impact of increased rate competition.
The Company's results may also be significantly affected by fluctuations in
general economic conditions, as the Company's utilization rates are directly
related to business levels of shippers in a variety of industries. Results for
any specific period could also be affected by various unforeseen events, such as
unusual levels of equipment failure or accident claims.
Page 13
14
USA TRUCK, INC.
PART II. OTHER INFORMATION
INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of the Company was held on May 6, 1998.
At the meeting, the stockholders elected the persons set forth in the table
below to serve as directors for terms expiring at the 2001 Annual Meeting of
Stockholders:
Votes Votes Broker
Nominee For Withheld Non-Votes
---------------- --------- -------- ---------
Robert M. Powell 8,198,879 1,787 -0-
James B. Speed 8,198,879 1,787 -0-
Item 6. Exhibits and Reports on Form 8-K.
(A) Exhibits
11.1 Statement Re: Computation of Earnings Per Share
27.1 Financial Data Schedule
27.2 1997 Restated Financial Data Schedule
(B) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the
three months ended June 30, 1998.
Page 14
15
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.
USA TRUCK, INC.
-----------------------------------
(Registrant)
Date: 07/29/98 /s/ ROBERT M. POWELL
-----------------------------------
ROBERT M. POWELL
President and Chief Executive Officer
Date: 07/29/98 /s/ JERRY D. ORLER
-----------------------------------
JERRY D. ORLER
Vice President-Finance and
Chief Financial Officer
Page 15
16
FORM 10-Q
INDEX TO EXHIBITS
USA TRUCK, INC.
Sequentially
Exhibit Numbered
Number Exhibit Page
------- ------------------------------------------------ ------------
11.1 Statement Re: Computation of Earnings Per Share 17
27.1 Financial Data Schedule 18
27.2 1997 Restated Financial Data Schedule 19