UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
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 December 31, 1999
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-27208
Simon Transportation Services Inc.
(Exact name of registrant as specified in its charter)
Nevada 87-0545608
(State or other jurisdiction (I.R.S. employer identification number)
of incorporation or organization)
5175 West 2100 South
West Valley City, Utah 84120
(801) 924-7000
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive office)
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 the filing
requirements for at least 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 (January 31, 2000).
Class A Common Stock, $.01 par value: 5,372,958 shares
Class B Common Stock, $.01 par value: 913,751 shares
Exhibit Index is on Page 11.
SIMON TRANSPORTATION SERVICES INC.
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
Item 1.
Financial Statements:
PAGE
NUMBER
Condensed consolidated statements of financial
position as of September 30, 1999 and December 31, 1999 3
Condensed consolidated statements of operations for the
three months ended December 31, 1999 and 1998 4
Condensed consolidated statements of cash flows for the
three months ended December 31, 1999 and 1998 5
Notes to condensed consolidated financial statements 6
Item 2.
Management's discussion and analysis of financial
condition and results of operations 7
PART II
OTHER INFORMATION
Item 1.
Legal Proceedings 9
Item 2.
Changes in Securities 9
Item 3.
Defaults Upon Senior Securities 9
Item 4.
Submission of Matters to a Vote of Security Holders 10
Item 5.
Other Information 11
Item 6.
Exhibits and Reports on Form 8-K 11
SIMON TRANSPORTATION SERVICES INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
ASSETS
Dec 31, 1999 Sep 30, 1999
(Unaudited)
Current Assets:
Cash $ 6,429,397 $ 8,658,268
Receivables, net of allowance for
doubtful accounts of $310,000 and
$285,000, respectively 25,013,506 22,862,685
Operating supplies 1,611,697 1,468,216
Prepaid expenses and other 5,493,883 5,367,117
Total current assets 38,548,483 38,356,286
Property and Equipment, at cost:
Land 8,387,972 8,387,972
Revenue equipment 44,629,524 45,089,385
Buildings and improvements 18,499,390 18,484,326
Office furniture and equipment 8,924,522 8,889,433
80,441,408 80,851,116
Less accumulated depreciation
and amortization (24,597,609) (23,203,536)
55,843,799 57,647,580
Other Assets 737,371 726,140
$ 95,129,653 $ 96,730,006
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 7,662,853 $ 7,459,577
Current portion of capitalized
lease obligations 2,335,277 1,855,675
Accounts payable 5,794,379 6,108,118
Accrued liabilities 3,113,100 3,419,629
Accrued claims payable 1,907,428 1,970,336
Total current liabilities 20,813,037 20,813,335
Long-Term Debt, net of current portion 10,846,445 11,718,580
Capitalized Lease Obligations,
net of current portion -- 589,181
Deferred Income Taxes 7,665,063 7,665,063
Stockholders' Equity:
Preferred stock, $.01 par value,
5,000,000 shares authorized, none issued -- --
Class A common stock, $.01 par value,
20,000,000 shares authorized, 5,372,958
and 5,372,683 shares issued, respectively 53,730 53,727
Class B common stock, $.01 par value,
5,000,000 shares authorized, 913,751
shares issued 9,138 9,138
Treasury stock, 176,600 shares at cost (1,053,147) (1,053,147)
Additional paid-in capital 48,279,728 48,277,256
Retained earnings 8,515,659 8,656,873
Total stockholders' equity 55,805,108 55,943,847
$ 95,129,653 $ 96,730,006
The accompanying notes to condensed consolidated
financial statements are an integral part of these
condensed consolidated financial statements.
SIMON TRANSPORTATION SERVICES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended
Dec 31, 1999 Dec 31, 1998
Operating Revenue $53,860,382 $52,992,399
Operating Expenses:
Salaries, wages, and benefits 22,582,658 22,950,944
Fuel & fuel taxes 10,391,600 8,935,350
Operating supplies and expenses 6,773,105 6,777,914
Taxes and licenses 1,618,232 2,014,744
Insurance and claims 1,423,570 1,356,475
Communications and utilities 961,337 1,043,706
Depreciation and amortization 1,208,197 1,138,908
Rent 8,804,092 8,405,100
Total operating expenses 53,762,791 52,623,141
Operating earnings 97,591 369,258
Net interest expense 318,239 296,687
Earnings (loss) before provision
(benefit) for income taxes (220,648) 72,571
Provision (benefit) for income taxes (79,433) 27,431
Net earnings (loss) $ (141,215) $ 45,140
Net earnings (loss) per common share:
Basic $ (0.02) $ 0.01
Diluted $ (0.02) $ 0.01
Weighted average common shares outstanding:
Basic 6,110,109 6,137,530
Diluted 6,110,109 6,137,530
The accompanying notes to condensed consolidated
financial statements are an integral part of these
condensed consolidated financial statements.
SIMON TRANSPORTATION SERVICES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended
Dec 31, 1999 Dec 31, 1998
Cash Flows From Operating Activities:
Net earnings (loss) $ (141,215) $ 45,140
Adjustments to reconcile net earnings
(loss) to net cash used in
operating activities-
Depreciation and amortization 1,208,197 1,138,908
Changes in operating assets and liabilities:
Increase in receivables, net (2,150,821) (3,925,801)
(Increase) decrease in operating supplies (143,481) 42,988
Increase in prepaid expenses and other (1,565,703) (1,468,552)
Increase in deferred tax asset (58,808) --
Increase in other assets (11,231) (243,488)
Decrease in accounts payable (313,739) (277,903)
Decrease in income taxes receivable 1,497,745 --
Decrease in accrued liabilities (306,528) (540,537)
(Decrease) increase in accrued claims
payable (62,908) 110,370
Net cash used in operating activities (2,048,492) (5,118,875)
Cash Flows From Investing Activities:
Purchase of property and equipment (3,915,918) (954,274)
Proceeds from the sale of property
and equipment 4,511,502 2,567,000
Net cash provided by investing activities 595,584 1,612,726
Cash Flows From Financing Activities:
Principal payments on long-term debt (668,859) (1,870,576)
Borrowings under line-of-credit agreement -- 5,000,000
Principal payments under capitalized lease
obligations (109,579) (1,712,858)
Purchase of treasury shares -- (521,601)
Net proceeds from issuance of Class A
common stock 2,475 --
Net cash (used in) provided by financing activities (775,963) 894,965
Net Decrease In Cash (2,228,871) (2,611,184)
Cash at Beginning of Period 8,658,268 7,826,365
Cash at End of Period $ 6,429,397 $5,215,181
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 318,239 $ 323,924
Cash paid during the period for income taxes 14,128 20,661
The accompanying notes to condensed consolidated
financial statements are an integral part of these
condensed consolidated financial statements.
SIMON TRANSPORTATION SERVICES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
The condensed consolidated financial statements include the accounts of Simon
Transportation Services Inc., a Nevada holding company, and its wholly-owned
subsidiary, Dick Simon Trucking, Inc. (together, the "Company"). All
significant intercompany balances and transactions have been eliminated in
consolidation.
The financial statements have been prepared, without audit, in accordance with
generally accepted accounting principles, pursuant to the rules and regulations
of the Securities and Exchange Commission. In the opinion of management, the
accompanying financial statements include all adjustments which are necessary
for a fair presentation of the results for the interim periods presented, such
adjustments being of a normal recurring nature. Certain information and
footnote disclosures have been condensed or omitted pursuant to such rules and
regulations. The September 30, 1999 condensed consolidated statement of
financial position was derived from the audited balance sheet of the Company as
of September 30, 1999. It is suggested that these condensed consolidated
financial statements and notes thereto be read in conjunction with the
consolidated financial statements and notes thereto included in the Form 10-K of
Simon Transportation Services Inc. for the year ended September 30, 1999.
Results of operations in interim periods are not necessarily indicative of
results to be expected for a full year.
Forward-Looking Statements
This quarterly report and statements by the Company in reports to its
stockholders and public filings, as well as oral public statements by Company
representatives, may contain certain forward-looking information that is subject
to certain risks and uncertainties that could cause actual results to differ
materially from those projected. Without limitation, these risks and
uncertainties include economic recessions or downturns in customers' business
cycles, excessive increases in capacity within the truckload markets, decreased
demand for transportation services offered by the Company, rapid inflation and
fuel price increases, increases in interest rates, and the availability and
compensation of qualified drivers. Readers should review and consider the
various disclosures made by the Company in this quarterly report and in its
reports to its stockholders and periodic reports on Forms 10-K and 10-Q.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Overview
The Company's fiscal year ends on September 30 of each year. Thus, the
fiscal quarters discussed in this report represent the Company's first fiscal
quarters of its 2000 and 1999 fiscal years, respectively.
Results of Operations
Three months ended December 31, 1999 and 1998
Operating revenue increased $0.9 million (1.6%) to $53.9 million for the
three months ended December 31, 1999, from $53.0 million for the corresponding
period of 1998. The increase in operating revenue was primarily attributable to
a 5.1% increase in weighted average tractors, to 1,681 in the 1999 period from
1,600 in the 1998 period. This increase was partially offset by a decrease in
average revenue per tractor per week, to $2,462 in the 1999 period from $2,574
in the 1998 period.
Salaries, wages, and benefits decreased $0.4 million (1.6%) to $22.6
million during the quarter ended December 31, 1999 from $23.0 million in the
1998 period. As a percentage of revenue, salaries, wages, and benefits
decreased to 41.9% of revenue for the three months ended December 31, 1999,
from 43.3% for the corresponding period of 1998. The decrease was primarily
attributable to a reduction of the Company's shop and administrative personnel.
In July 1999, the Company eliminated approximately 25% of its non-driver
personnel, mostly from the shop area. (*)
Fuel and fuel taxes increased $1.5 million (16.3%) to $10.4 million during
the quarter ended December 31, 1999 from $8.9 million in the 1998 period. As a
percentage of revenue, fuel and fuel taxes increased to 19.3% of revenue for the
three months ended December 31, 1999, from 16.9% of revenue for the
corresponding period of 1998. The increase is principally the result of higher
fuel prices in the 1999 period as compared with the 1998 period.
Operating supplies and expenses remained constant at approximately $6.8
million during the quarter ended December 31, 1999, and the corresponding 1998
period. As a percentage of revenue, operating supplies and expenses decreased
to 12.6% of revenue for the three months ended December 31, 1999, from 12.8% for
the corresponding period of 1998. The decrease is primarily attributable to
improved revenue per mile in the 1999 period.
Taxes and licenses decreased $0.4 million (19.7%) to $1.6 million during
the quarter ended December 31, 1999 from $2.0 million for the corresponding
period of 1998. As a percentage of revenue, taxes and licenses decreased to
3.0% of revenue for the three months ended December 31, 1999, compared with 3.8%
for the corresponding period of 1998. The decrease is primarily attributable
to more efficient licensing of the Company's fleet coupled with improved revenue
per mile in the 1999 period. The fixed licensing costs were offset by a higher
per mile rate during the 1999 period.
Insurance and claims remained constant at approximately $1.4 million
during the quarter ended December 31, 1999, and the corresponding period of
1998. As a percentage of revenue, insurance and claims remained constant at
2.6% of revenue for the three months ended December 31, 1999, and the
corresponding period of 1998.
Communications and utilities remained constant at approximately $1.0
million during the quarter ended December 31, 1999, and the corresponding period
of 1998. As a percentage of revenue, communications and utilities decreased to
1.8% of revenue for the three months ended December 31, 1999, compared with 2.0%
for the corresponding period of 1998. The decrease is primarily a result of the
fixed portion of communications and utilities applied against improved revenue
per mile in the 1999 period.
- ------------------------------------------
(*) May contain forward looking statements
Depreciation and amortization increased $0.1 million (6.1%) to $1.2
million during the quarter ended December 31, 1999 from $1.1 million for the
corresponding period of 1998. As a percentage of revenue, depreciation and
amortization (adjusted for the net gain on the sale of property and equipment)
increased to 2.2% of revenue for the three months ended December 31, 1999, from
2.1% for the corresponding period of 1998. The increase was primarily
attributable to a lower recognized gain on the sale of revenue equipment during
the three months ended December 31, 1999, compared with the recognized gain in
the corresponding 1998 period. The Company realized a net gain on the sale of
revenue equipment of $439,923 during the 1999 period compared with a net gain of
$621,566 during the 1998 period.
Rent increased $0.4 million (4.7%) to $8.8 million for the quarter ended
December 31, 1999 from $8.4 million for the corresponding period of 1998. As a
percentage of revenue, rent increased to 16.3% of revenue for the three months
ended December 31, 1999, from 15.9% for the corresponding period of 1998 as the
Company replaced equipment that had been financed under capital lease
arrangements with equipment financed under operating leases. The Company
continued to utilize operating leases during the most recent quarter because of
more favorable terms. If the Company continues to use operating lease
financing, its operating ratio will continue to be affected in future periods
because the implied financing costs of such equipment are included as operating
expenses instead of interest expense.(*)
As a result of the foregoing, the Company's operating ratio increased to
99.8% for the three months ended December 31, 1999, from 99.3% for the
corresponding period of 1998.
Net interest expense remained constant at $0.3 million for the quarter
ended December 31, 1999, compared with the corresponding period of 1998. As a
percentage of revenue, net interest expense remained constant at 0.6% of revenue
for the three months ended December 31, 1999, and the corresponding period in
1998.
The Company's effective combined federal and state income tax rates for
the three months ended December 31, 1999 and 1998 were 36.0% and 37.8%,
respectively.
As a result of the factors described above, net earnings decreased $0.2
million to a loss of $141,000 for the three months ended December 31, 1999,
compared with net earnings of $45,000 for the corresponding period of 1998. As a
percentage of revenue, net loss was 0.3% of revenue in the quarter ended
December 31, 1999, compared with net earnings of 0.1% in the 1998 period.
Liquidity and Capital Resources
The growth of the Company's business has required significant investment
in new revenue equipment that the Company historically has financed with
borrowings under installment notes payable to commercial lending institutions
and equipment manufacturers, equipment leases from third-party lessors,
borrowings under its line of credit, and cash flow from operations. The
Company's primary sources of liquidity currently are cash and cash equivalents,
and borrowings and leases with financial institutions and equipment
manufacturers. During the three-month periods ended December 31, 1999 and 1998,
the Company continued to finance its tractors with operating leases.
Net cash used in operating activities was $2.0 million for the three
months ended December 31, 1999. Accounts receivable increased $2.2 million,
prepaid licensing on revenue equipment increased $1.6 million, accounts payable,
accrued liabilities and accrued claims decreased $0.7 million collectively, and
operating supplies and miscellaneous assets increased $0.2 million during the
quarter. These uses of cash were offset by Federal income tax refunds of $1.5
million received during the quarter and a non-cash charge of $1.2 million for
depreciation.
Net cash provided by investing activities was $0.6 million for the three
months ended December 31, 1999. The Company purchased $3.9 million of new
property and revenue equipment and sold revenue equipment for $4.5 million. The
Company expects capital expenditures (primarily for revenue equipment and
satellite communications units), net of revenue equipment sales and trade-ins,
to be approximately $9.9 million through fiscal 2000. The Company expects
projected capital expenditures to be funded mostly with operating leases,
borrowings and cash flows from operations.(*)
- ------------------------------------------
(*) May contain forward looking statements
Net cash used in financing activities was $0.8 million in the 1999 period,
consisting of payments of $0.8 million of principal under the Company's long-
term debt and capitalized lease agreements.
The maximum amount committed under the Company's line of credit at
December 31, 1999 was $20 million. As of December 31, 1999, the Company had
drawn $10 million against the line. The interest rate on the line of credit is
1.75 percent above the 30-day London Interbank Offered Rate ("LIBOR") in effect
from time to time. At December 31, 1999, the Company had other outstanding
long-term debt and capitalized lease obligations (including current portions) of
approximately $10.8 million, most of which comprised obligations for the
purchase of revenue equipment.
The Company's working capital at December 31, 1999 was $17.7 million.
Management believes that available borrowings under the line of credit, and
future borrowings under installment notes payable or lease arrangements for
revenue equipment will allow the Company to continue to meet its working capital
requirements, anticipated capital expenditures, and obligations under debt and
capitalized and operating leases at least through fiscal year 2000. (*)
Quantitative and Qualitative Disclosures About Market Risk
The principal market risks to which the Company is exposed are fluctuation
in fuel prices and interest rates on our debt financing.
We are not engaged in any fuel hedging transactions. Thus, we are exposed
to fluctuations in fuel prices but are not exposed to any market risk involving
hedging costs.
The principal market risks (i.e., the risk of loss arising from adverse
changes in market rates and prices) to which we are exposed are interest rates
on our debt financing. Our variable rate debt consists of a revolving line of
credit, an unsecured term loan and an equipment finance term loan carrying
interest rates tied to LIBOR or the Eurodollar rate. These variable interest
rates expose us to the risk that interest rates may rise. At December 31, 1999,
assuming borrowing equal to the $10.0 million drawn on the line of credit and
$3.5 million on other outstanding variable rate loans, a one percentage point
increase in the LIBOR and Eurodollar rate would increase our annual interest
expense by approximately $135,000. The balance of our equipment financing
carries fixed interest rates and includes term notes payable and capitalized
leases totaling approximately $7.3 million. These fixed interest rates expose
us to the risk that interest rates may fall. A one percentage point decline in
interest rates would have the effect of increasing the premium we pay over
market interest rates by one percentage point or approximately $73,000 annually.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
The Company and certain of its officers and directors have been named as
defendants in a securities class action filed in the United States District
Court for the District of Utah, Caprin v. Simon Transportation Services, Inc.,
et al., No. 2:98CV 863K (filed December 3, 1998). Plaintiffs in this action
allege that defendants made material misrepresentations and omissions during the
period February 13, 1997 through April 2, 1998 in violation of Sections 11,
12(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The
Company intends to vigorously defend this action.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
- ------------------------------------------
(*) May contain forward looking statements
Item 4. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of Simon Transportation Services Inc.
following the year ended September 30, 1999 was held February 4, 2000, at the
corporate headquarters located at 5175 West 2100 South, West Valley City, Utah.
Richard D. Simon, Chairman, President, and Chief Executive Officer, presided.
The holders of 5,983,220 shares (representing 6,896,971 votes), which is
approximately 98% of the total votes outstanding as of the record date, were
represented at the annual meeting in person or by proxy. The three candidates
for election as directors were elected to serve the terms specified in the proxy
statement. The proposal to ratify the selection of Arthur Andersen LLP as the
Company's independent public accountants for the 2000 fiscal year was approved.
The tabulation of votes is listed in the table below.
SUMMARY OF MATTERS VOTED UPON BY STOCKHOLDERS
Number of Votes
For Against Abstain Non-Vote
Election of Directors:
Sherry L. Bokovoy 6,838,037 -- 58,934 126,889
Irene Warr 6,840,337 -- 56,634 126,889
Don L. Skaggs 6,835,556 -- 61,415 126,889
Other Matters:
For Against Abstain Non-Vote
Ratification of selection
of Arthur Andersen LLP
as independent public
accountants 6,851,530 42,356 3,085 126,889
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Number Description
3.1 * Articles of Incorporation
3.2 * Bylaws
4.1 * Articles of Incorporation
4.2 * Bylaws
10.1 * Outside Director Stock Option Plan.
10.2 * Incentive Stock Plan.
10.3 * 401(k) Plan.
10.4 # Loan Agreement (Line of Credit) dated September 29, 1999 (replaced
loan agreement dated April 29, 1996) between U.S. Bank of Utah and
Simon Transportation Services Inc.
11 Schedule of Computation of Net Income Per Share
27 Financial Data Schedule
* Filed as an exhibit to the registrant's Registration Statement on
Form S-1, Registration No. 33-96876, effective November 17, 1995,
and incorporated herein by reference.
# Incorporated by reference from the Company's Annual Report on Form
10-K for the period ended June 30, 1996, Commission File No.
0-27208, dated December 11, 1999, and incorporated herein by
reference.
(b) Reports on Form 8-K.
None.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
SIMON TRANSPORTATION SERVICES INC.,
a Nevada corporation
Date: February 14, 2000 By: /s/ Alban B. Lang
(Signature)
Alban B. Lang
Treasurer, Chief Operating Officer
and Chief Financial Officer