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, 1998 ( ) 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 of (I.R.S. employer identification number) 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, 1999). Class A Common Stock, $.01 par value: 5,372,683 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 PAGE NUMBER Item 1. Financial Statements: Condensed consolidated statements of financial position as of September 30, 1998 and December 31, 1998 3 Condensed consolidated statements of earnings for the three months ended December 31, 1998 and 1997 4 Condensed consolidated statements of cash flows for the three months ended December 31, 1998 and 1997 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 10 Item 2. Changes in Securities 10 Item 3. Defaults Upon Senior Securities 10 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 December 31, 1998 September 30, 1998 ----------------- ------------------ (Unaudited) Current Assets: Cash $ 5,215,181 $ 7,826,365 Receivables, net of allowance for doubtful accounts of $214,000 and $189,000, respectively 24,176,732 20,250,931 Operating supplies 1,026,107 1,069,095 Prepaid expenses and other 7,006,100 5,537,548 ------------------------ ------------------------ Total current assets 37,424,120 34,683,939 ------------------------ ------------------------ Property and Equipment, at cost: Land 8,589,422 8,589,422 Revenue equipment 44,608,311 47,702,977 Buildings and improvements 18,517,693 18,350,370 Office furniture and equipment 8,669,892 8,573,389 ------------------------ ------------------------ 80,385,318 83,216,158 Less accumulated depreciation and amortization (18,519,015) (18,598,221) ------------------------ ------------------------ 61,866,303 64,617,937 ------------------------ ------------------------ Other Assets 467,311 223,823 ======================== ======================== $ 99,757,734 $ 99,525,699 ======================== ======================== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 12,675,416 $ 7,627,142 Current portion of capitalized lease obligations 427,709 2,030,988 Accounts payable 4,737,146 5,015,049 Accrued liabilities 2,647,868 3,188,405 Accrued claims payable 1,371,197 1,260,827 ------------------------ ------------------------ Total current liabilities 21,859,336 19,122,411 ------------------------ ------------------------ Long-Term Debt, net of current portion 7,183,799 9,102,649 ------------------------ ------------------------ Capitalized Lease Obligations, net of current portion 2,335,277 2,444,856 ------------------------ ------------------------ Deferred Income Taxes 9,156,843 9,156,843 ------------------------ ------------------------ 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, 5,372,683 shares issued 53,727 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 and 81,100 shares at cost, respectively (1,053,148) (531,547) Additional paid-in capital 48,277,256 48,277,256 Retained earnings 11,935,506 11,890,366 ------------------------ ------------------------ Total stockholders' equity 59,222,479 59,698,940 ------------------------ ------------------------ $ 99,757,734 $ 99,525,699 ======================== ======================== <FN> The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements. </FN> SIMON TRANSPORTATION SERVICES INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) For the Three Months Ended ----------------------------------------------------- December 31, 1998 December 31, 1997 ----------------- ----------------- Operating Revenue $ 52,992,399 $ 47,006,493 ------------------------ ------------------------ Operating Expenses: Salaries, wages, and benefits 22,950,944 18,011,315 Fuel & fuel taxes 8,935,350 9,097,054 Operating supplies and expenses 6,777,914 5,781,677 Taxes and licenses 2,014,744 1,809,906 Insurance and claims 1,356,475 1,020,727 Communications and utilities 1,043,706 785,142 Depreciation and amortization 1,138,908 1,203,154 Rent 8,405,100 5,911,947 ------------------------ ------------------------ Total operating expenses 52,623,141 43,620,922 ------------------------ ------------------------ Operating earnings 369,258 3,385,571 Net interest expense 296,687 388,875 ------------------------ ------------------------ Earnings before provision for income taxes 72,571 2,996,696 Provision for income taxes 27,431 1,132,751 ======================== ======================== Net earnings $ 45,140 $ 1,863,945 ======================== ======================== Net earnings per common share: Basic $ 0.01 $ 0.30 ======================== ======================== Diluted $ 0.01 $ 0.29 ======================== ======================== Weighted average common shares outstanding: Basic 6,137,530 6,284,419 ======================== ======================== Diluted 6,137,530 6,457,288 ======================== ======================== <FN> The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements. </FN> SIMON TRANSPORTATION SERVICES INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Three Months Ended --------------------------------------------- December 31, 1998 December 31, 1997 Cash Flows From Operating Activities: Net earnings $ 45,140 $ 1,863,945 Adjustments to reconcile net earnings to net cash (used in) provided by operating activities Depreciation and amortization 1,138,908 1,203,154 Changes in operating assets and liabilities: (Increase) decrease in receivables, net (3,925,801) 1,143,413 Decrease (increase) in operating supplies 42,988 (120,692) Increase in prepaid expenses and other (1,468,552) (2,524,202) Increase in other assets (243,488) -- Decrease in accounts payable (277,903) (347,261) Decrease in accrued liabilities (540,537) (17,298) Increase (decrease) in accrued claims payable 110,370 (73,320) --------------------------------------------- Net cash (used in) provided by operating activities (5,118,875) 1,127,739 --------------------------------------------- Cash Flows From Investing Activities: Purchase of property and equipment (954,274) (4,878,584) Proceeds from the sale of property and equipment 2,567,000 3,933,300 --------------------------------------------- Net cash provided by (used in) investing activities 1,612,726 (945,284) --------------------------------------------- Cash Flows From Financing Activities: Proceeds from issuance of long-term debt -- 2,900,000 Principal payments on long-term debt (1,870,576) (1,645,123) Borrowings under line-of-credit agreement 5,000,000 -- Principal payments under capitalized lease obligations (1,712,858) (1,196,911) Decrease in receivable from sale of equipment -- 505,500 Purchase of treasury shares (521,601) -- Net proceeds from issuance of Class A common stock -- 25,290 --------------------------------------------- Net cash provided by financing activities 894,965 588,756 --------------------------------------------- Net (Decrease) Increase In Cash (2,611,184) 771,211 Cash at Beginning of Period 7,826,365 12,766,001 --------------------------------------------- Cash at End of Period $ 5,215,181 $ 13,537,212 ============================================= Supplemental Disclosure of Cash Flow Information: Cash paid during the period for interest $ 323,924 $ 516,368 Cash paid during the period for income taxes 20,661 417,292 Supplemental Schedule of Noncash Investing and Financing Activities: Sale of equipment in exchange for receivable paid after period end -- 583,000 <FN> The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements. </FN> 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, 1998 condensed consolidated statement of financial position was derived from the audited balance sheet of the Company for the year then ended. 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, 1998. 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 statement 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 1999 and 1998 fiscal years, respectively. Results of Operations Three months ended December 31, 1998 and 1997 Operating revenue increased $6.0 million (12.7%) to $53.0 million for the three months ended December 31, 1998, from $47.0 million for the corresponding period of 1997. The increase in operating revenue was primarily attributable to a 14.1% increase in weighted average tractors, to 1,600 in the 1998 period from 1,402 in the 1997 period. This increase was partially offset by a decrease in average revenue per tractor per week, to $2,574 in the 1998 period from $2,591 in the 1997 period. Salaries, wages, and benefits increased $5.0 million (27.4%) to $23.0 million during the quarter ended December 31, 1998 from $18.0 million in the 1997 period. As a percentage of revenue, salaries, wages, and benefits increased to 43.3% of revenue for the three months ended December 31, 1998, from 38.3% for the corresponding period of 1997. The increase was primarily attributable to driver wage increases. In order to remain competitive in its compensation package to drivers, the Company raised driver base pay two cents per mile effective January 1, 1998 and an additional two cents per mile effective April 15, 1998. Fuel and fuel taxes decreased $.2 million (1.8%) to $8.9 million during the quarter ended December 31, 1998 from $9.1 million in the 1997 period. As a percentage of revenue, fuel and fuel taxes decreased to 16.9% of revenue for the three months ended December 31, 1998, from 19.4% of revenue for the corresponding period of 1997. The decrease is principally the result of lower fuel prices in the 1998 period as compared with the 1997 period. Operating supplies and expenses increased $1.0 million (17.2%) to $6.8 million during the quarter ended December 31, 1998 from $5.8 million in the 1997 period. As a percentage of revenue, operating supplies and expenses increased to 12.8% of revenue for the three months ended December 31, 1998, from 12.3% for the corresponding period of 1997, primarily as a result of increased costs of accident repairs not covered under vehicle warranties and the cost of preparing equipment for trade. Substantially all of the Company's tractors are covered by three-year, 500,000-mile warranties. Taxes and licenses increased $.2 million (11.3%) to $2.0 million during the quarter ended December 31, 1998 from $1.8 million for the corresponding period of 1997. As a percentage of revenue, taxes and licenses remained essentially constant at 3.8% of revenue for the three months ended December 31, 1998, compared with 3.9% for the corresponding period of 1997. Insurance and claims increased $.4 million (32.9%) to $1.4 million during the quarter ended December 31, 1998 from $1.0 million for the corresponding period of 1997. As a percentage of revenue, insurance and claims increased to 2.6% of revenue for the three months ended December 31, 1998, from 2.2% for the corresponding period of 1997. The increase as a percentage of revenue is primarily attributable to increased premiums associated with the Company's umbrella insurance policy. The Company maintains $50 million in coverage on its umbrella policy. Communications and utilities increased $.2 million (32.9%) to $1.0 million during the quarter ended December 31, 1998 from $.8 million for the corresponding period of 1997. As a percentage of revenue, communications and utilities increased to 2.0% of revenue for the three months ended December 31, 1998, compared with 1.7% for the corresponding period of 1997. The increase is primarily a result of an access fee charged to the Company by the owners of pay telephones based on phone calls to toll free numbers. Depreciation and amortization decreased $.1 million (5.3%) to $1.1 million during the quarter ended December 31, 1998 from $1.2 million for the corresponding period of 1997. As a percentage of revenue, depreciation and amortization (adjusted for the net gain on the sale of property and equipment) decreased to 2.1% of revenue for the three months ended December 31, 1998, from 2.6% for the corresponding period of 1997. The decrease was primarily attributable to the continued use of operating leases rather than capital leases to acquire new equipment. The Company realized a net gain on the sale of revenue equipment of $621,566 during the 1998 period compared with a net gain of $687,443 during the 1997 period. Rent increased $2.5 million (42.2%) to $8.4 million for the quarter ended December 31, 1998 from $5.9 million for the corresponding period of 1997. As a percentage of revenue, rent increased to 15.9% of revenue for the three months ended December 31, 1998, from 12.6% for the corresponding period of 1997 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 99.3% for the three months ended December 31, 1998, from 92.8% for the corresponding period of 1997. Net interest expense decreased $92,000 (23.7%) to $297,000 for the quarter ended December 31, 1998 from $389,000 for the corresponding period of 1997. As a percentage of revenue, net interest expense decreased to 0.5% of revenue for the three months ended December 31, 1998, from 0.8% for the corresponding period in 1997 as a result of lower average debt and capitalized lease balances in the 1998 period compared with the 1997 period. The Company's effective combined federal and state income tax rate for the three months ended December 31, 1998 and 1997 was 37.8%. As a result of the factors described above, net earnings decreased $1.9 million (97.6%) to $45,000 for the three months ended December 31, 1998, compared with net earnings of $1.9 million for the corresponding period of 1997. As a percentage of revenue, net earnings decreased to 0.1% of revenue in the quarter ended December 31, 1998 from 4.0% in the 1997 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. The Company's primary source of cash flow from operations generally is net earnings adjusted for depreciation and deferred income taxes. The Company's principal uses of cash flow from operations are to service debt or lease payments incurred to purchase new revenue equipment and to internally finance accounts receivable associated with growth in the business. Net cash used in operating activities was $5.1 million for the three months ended December 31, 1998. The primary sources of funds were net earnings increased by non-cash adjustments of $1.1 million in depreciation, $43,000 in operating supplies and $110,000 in accrued claims payable. The primary uses of funds were $3.9 million to finance the growth of accounts receivable, $278,000 to reduce accounts payable, $1.5 million to prepay licensing on revenue equipment, $541,000 to reduce accrued liabilities, and $243,000 to pay for other assets. Net cash provided by investing activities was $1.6 million for the three months ended December 31, 1998. The Company purchased $1.0 million of new property and revenue equipment and sold revenue equipment for $2.6 million. The Company expects capital expenditures, including the value of revenue equipment and satellite communications units financed with operating leases, net of revenue equipment sales and trade-ins, to be approximately $15.0 million through fiscal 1999. Net cash provided by financing activities was $900,000 in the 1998 period, consisting primarily of a $5.0 million borrowing on the Company's line of credit, payments of $3.6 million of principal under the Company's long-term debt and capitalized lease agreements, and $500,000 to repurchase 95,500 shares of the Company's Class A Common Stock. In July 1998, the Board of Directors authorized the repurchase of up to 500,000 shares of Class A Common Stock. The repurchases may be made in the open market or otherwise from time-to-time through September 1999. To date, the Company has repurchased 176,600 shares of Common Stock at an average market price of $5.96 per share for a total cash outlay of $1,053,000. The Company's borrowings consist of $21.1 million for revenue equipment debt and capitalized leases, and $11.7 million for the Company's headquarters in Salt Lake City and the new terminal in Atlanta. The Company maintains a $10 million, unsecured line of credit with a financial institution. Borrowings on the line of credit bear interest at one-half percent (.5%) above the 30-day London Interbank Offered Rate in effect from time to time. The Company had outstanding borrowings of $5 million against the line of credit at December 31, 1998. 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 1999. Year 2000 Compliance The Company has completed a review of each of its core systems to determine year 2000 (Y2K) compliance. The Company's billing, dispatch, EDI, fueling, payroll, telephone, vehicle maintenance, and yard and equipment inventory systems and all other critical hardware and software systems were designed to be Y2K compliant from inception. The Company is currently reviewing the Y2K compliance status of its facilities and equipment. The Company expects to complete this review and have taken actions toward making each non-core system Y2K compliant by June 1999. The Company relies on Qualcomm to provide the satellite tracking system necessary to track the location of its equipment, and to provide dispatch and routing information to its drivers. The Company has been informed that the software utilized by Qualcomm and the Company is fully Y2K compliant. The Company utilizes Comdata to transmit payroll funds to its drivers and to allow drivers to purchase fuel outside of the Company's terminal locations. The Company has been informed that Comdata expects to be fully Y2K compliant by June 1999. The Company also interacts with many of its vendors through electronic data interchange (EDI). Although the Company is Y2K compliant in its EDI applications, we cannot and do not guarantee the Y2K compliance of our business partners' systems. The Company has incurred internal staff costs necessary to review and further Y2K compliance of its core operating systems. Because the systems were designed to be Y2K compliant since inception, the costs have not had a material effect on the Company's financial position or results of operations. The Company will incur additional internal staff time to complete its compliance review of non-core systems embedded in facilities and equipment. These non-core systems include microcontrollers contained in tractor engines and other components, refrigeration units, and terminal facilities. The costs of such review are not expected to be incremental since they represent the redeployment of existing information technology resources. Because of the relatively young age of its facilities and equipment, the Company does not expect to find non-core systems that need to be replaced to further Y2K compliance. The Company anticipates that the risks related to its core and non-core systems will be mitigated by ongoing assessment and correction of the systems. The primary risk to operations is service disruption from third-party providers that supply satellite communication, telephone, fueling and financial services. Any disruption of these critical services would hinder the Company's ability to receive, process and track its freight or communicate with its customers and drivers. A failure of the satellite communication system could have a materially adverse effect on the Company's business and results of operations. The Company is relying on the contingency plan established by Qualcomm to prevent the interruption of business. As an additional backup, the Company plans to use its existing telephone systems to dispatch its equipment and provide support to its drivers in the event of a complete satellite system failure. In the event of EDI failures on the part of our customers, the Company plans to use its telephone and facsimile system to receive load tenders from its customers. The Company would switch to paper invoices for its customers unable to use EDI. Management believes that the Company's current state of readiness, the nature of the Company's business, and the availability of the contingency plans minimizes Y2K risks. Management does not foresee significant liability to third parties if the Company's systems are not Y2K compliant. 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 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. Item 4. Submission of Matters to a Vote of Security Holders. The 1998 Annual Meeting of Stockholders of Simon Transportation Services Inc. was held December 18, 1998, 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 4,585,402 shares (representing 5,382,683 votes), which is approximately 85% 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 1999 fiscal year was approved. The tabulation of votes is listed in the table below. SUMMARY OF MATTERS VOTED UPON BY STOCKHOLDERS Number of Shares For Against Abstain Non-Vote Election of Directors: Alban B. Lang 4,327,812 0 257,590 0 Lyn Simon 4,327,820 0 257,582 0 Richard D. Simon, Jr. 4,327,412 0 257,990 0 Other Matters: For Against Abstain Non-Vote Ratification of selection of 4,515,790 59,335 10,277 0 Arthur Andersen LLP as independent public accountants 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 10.2 * Outside Director Stock Option Plan. 10.3 * Incentive Stock Plan. 10.4 * ss.401(k) Plan. 10.11 # Loan Agreement (Line of Credit) dated April 29, 1996 (replaced loan agreement dated December 1, 1995) between U.S. Bank of Utah and Simon Transportation Services Inc. 11 Schedule of Computation of Net Income Per Share 27 Financial Data Schedule * Incorporated by reference from the Company's Registration Statement on Form S-1, Registration No. 33-96876, effective November 17, 1995. # Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1996, Commission File No. 0-27208, dated August 9, 1996. (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 12, 1999 By: /s/ Alban B. Lang --------------------------- ----------------- (Signature) Alban B. Lang Treasurer, Chief Operating Officer and Chief Financial Officer