UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 10-Q
| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) | ||
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| For the quarter ended |
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Commission file number |
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| U.S. XPRESS ENTERPRISES, INC. | ||
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| NEVADA |
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62-1378182 |
| (State or other jurisdiction of Incorporation or organization) |
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(I.R.S. employer identification no.) |
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| 4080 Jenkins Road |
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(423) 510-3000 |
| (Address of principal executive offices) |
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(Registrant’s telephone no.) |
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 o |
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
| Yes x |
No o |
As of March 31, 2003 10,904,443 shares of the registrant’s Class A common stock, par value $.01 per share, and 3,040,262 shares of the registrant’s Class B common stock, par value $.01 per share, were outstanding.
U.S. XPRESS ENTERPRISES, INC.
INDEX
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Page No. |
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| PART I. |
FINANCIAL INFORMATION |
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Consolidated Financial Statements |
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Consolidated Statements of Operations for the Three Months Ended March 31, 2003 and 2002 |
3 |
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Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002 |
4 |
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Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002 |
6 |
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| Item 1. |
7 | |
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| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
14 |
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| Item 3. |
20 | |
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| Item 4. |
20 | |
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| PART II. |
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| Item 6. |
21 | |
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22 |
2
U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Data)
(Unaudited)
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Three Months Ended |
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2003 |
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2002 |
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| Operating Revenue |
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$ |
220,666 |
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$ |
197,220 |
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| Operating Expenses: |
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| Salaries, wages and benefits |
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75,592 |
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73,331 |
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| Fuel and fuel taxes |
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37,431 |
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26,336 |
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| Vehicle rents |
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17,917 |
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17,922 |
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| Depreciation and amortization, net of gain on sale |
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9,148 |
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8,883 |
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| Purchased transportation |
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36,206 |
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30,236 |
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| Operating expense and supplies |
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15,753 |
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13,685 |
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| Insurance premiums and claims |
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10,904 |
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8,996 |
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| Operating taxes and licenses |
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3,097 |
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3,174 |
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| Communications and utilities |
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2,963 |
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2,823 |
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| General and other operating |
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8,485 |
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8,994 |
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| Early extinguishment of debt |
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— |
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1,776 |
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| Total operating expenses |
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217,496 |
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196,156 |
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| Income from Operations |
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3,170 |
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1,064 |
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| Interest Expense, net |
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2,928 |
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3,405 |
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| Income (Loss) Before Income Taxes |
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242 |
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(2,341 |
) |
| Income Tax Provision (Benefit) |
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121 |
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(904 |
) |
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| Net Income (Loss) |
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$ |
121 |
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$ |
(1,437 |
) |
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| Earnings (Loss) Per Share - basic |
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$ |
0.01 |
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$ |
(0.10 |
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| Weighted average shares - basic |
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13,931 |
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13,850 |
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| Earnings (Loss) Per Share - diluted |
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$ |
0.01 |
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$ |
(0.10 |
) |
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| Weighted average shares - diluted |
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14,033 |
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13,850 |
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(See Accompanying Notes to Consolidated Financial Statements)
3
U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
| Assets |
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March 31, 2003 |
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December 31, 2002 |
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(Unaudited) |
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| Current Assets: |
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| Cash and cash equivalents |
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$ |
352 |
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$ |
131 |
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| Customer receivables, net of allowance |
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96,480 |
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92,893 |
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| Other receivables |
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11,104 |
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10,557 |
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| Prepaid insurance and licenses |
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12,502 |
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5,864 |
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| Operating and installation supplies |
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5,784 |
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5,598 |
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| Deferred income taxes |
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5,204 |
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5,306 |
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| Other current assets |
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9,133 |
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7,355 |
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| Total current assets |
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140,559 |
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127,704 |
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| Property and Equipment, at cost: |
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| Land and buildings |
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44,083 |
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44,080 |
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| Revenue and service equipment |
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217,463 |
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235,978 |
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| Furniture and equipment |
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22,633 |
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22,793 |
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| Leasehold improvements |
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18,296 |
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17,607 |
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| Computer software |
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16,526 |
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15,926 |
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319,001 |
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336,384 |
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| Less accumulated depreciation and amortization |
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(113,462 |
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(109,865 |
) |
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| Net property and equipment |
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205,539 |
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226,519 |
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| Other Assets: |
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| Goodwill, net |
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72,028 |
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71,976 |
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| Investment in Transplace |
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5,815 |
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5,815 |
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| Other |
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6,840 |
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6,525 |
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| Total other assets |
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84,683 |
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84,316 |
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| Total Assets |
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$ |
430,781 |
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$ |
438,539 |
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(See Accompanying Notes to Consolidated Financial Statements)
4
U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Data)
| Liabilities and Stockholders’ Equity |
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March 31, 2003 |
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December 31, 2002 |
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(Unaudited) |
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| Current Liabilities: |
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| Accounts payable |
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$ |
22,956 |
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$ |
16,659 |
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| Book overdraft |
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476 |
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6,437 |
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| Accrued wages and benefits |
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11,648 |
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10,818 |
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| Claims and insurance accruals |
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25,582 |
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25,224 |
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| Other accrued liabilities |
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2,797 |
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3,558 |
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| Current maturities of long-term debt |
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30,941 |
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38,956 |
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| Total current liabilities |
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94,400 |
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101,652 |
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| Long-Term Debt, net of current maturities |
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127,720 |
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128,907 |
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| Deferred Income Taxes |
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48,410 |
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48,350 |
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| Other Long-Term Liabilities |
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1,298 |
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1,198 |
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| Stockholders’ Equity: |
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| Preferred stock, $.01 par value, 2,000,000 shares authorized, no shares issued |
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— |
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— |
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| Common stock Class A, $.01 par value, 30,000,000 shares authorized, 13,448,832 and 13,408,327 shares issued at March 31, 2003 and December 31, 2002, respectively |
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134 |
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134 |
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| Common stock Class B, $.01 par value, 7,500,000 shares authorized, 3,040,262 shares issued and outstanding at March 31, 2003 and December 31, 2002 |
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30 |
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30 |
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| Additional paid-in capital |
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106,661 |
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106,334 |
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| Retained earnings |
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76,889 |
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76,768 |
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| Other comprehensive loss |
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(31 |
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(100 |
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| Treasury Stock, Class A, at cost (2,544,389 shares at March 31, 2003 and December 31, 2002) |
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(24,483 |
) |
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(24,483 |
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| Notes receivable from stockholders |
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(211 |
) |
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(211 |
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| Unamortized compensation on restricted stock |
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(36 |
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(40 |
) |
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| Total stockholders’ equity |
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158,953 |
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158,432 |
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| Total Liabilities and Stockholders’ Equity |
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$ |
430,781 |
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$ |
438,539 |
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(See Accompanying Notes to Consolidated Financial Statements)
5
U.S. XPRESS ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
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Three Months Ended |
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2003 |
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2002 |
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| Cash Flows from Operating Activities: |
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| Net Income (Loss) |
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$ |
121 |
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$ |
(1,437 |
) |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
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| Early extinguishment of debt |
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— |
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1,776 |
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| Deferred income tax provision |
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60 |
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(118 |
) |
| Depreciation and amortization |
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9,432 |
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8,795 |
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| Gain on sale of equipment |
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(284 |
) |
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88 |
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| Change in operating assets and liabilities |
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| Receivables |
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(4,086 |
) |
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(10,758 |
) |
| Prepaid insurance and licenses |
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(6,638 |
) |
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(5,882 |
) |
| Operating and installation supplies |
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(179 |
) |
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(278 |
) |
| Other assets |
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(1,703 |
) |
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(1,320 |
) |
| Accounts payable and other accrued liabilities |
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5,837 |
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5,250 |
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| Accrued wages and benefits |
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830 |
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2,027 |
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| Other |
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(60 |
) |
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70 |
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| Net cash provided by (used in) operating activities |
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3,330 |
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