<PAGE> 1
WASHINGTON, D.C.
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
February 7, 2000
--------------------------------------------------------------------------------
Date of Report (date earliest event reported)
U. S. Trucking, Inc.
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Exact Name of Registrant as Specified in its Charter
Colorado 33-16417-LA 68-0133692
-------- ----------- ----------
State of Other Commission File IRS Employer
Jurisdiction Number Identification
of Incorporation Number
550 Long Point Road, Suite C, Mt. Pleasant, South Carolina 29464
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Address of Principal Executive Office, Including Zip Code
(843) 972-2055
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Registrant's Telephone Number, Including Area Code
<PAGE> 2
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
On February 7, 2000 we acquired Checkmate Truck Brokerage, Inc. and
Maverick Truck Brokerage, Inc. Audited Financial Statements for Checkmate and
Maverick and an unaudited pro forma combined condensed Balance Sheet and
Statement of Operations as of December 31, 1999 and for the year then ended are
included as follows:
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
<TABLE>
<CAPTION>
INDEX PAGE
<S> <C>
Independent Auditors' Report ........................................... F-1
Combined Balance Sheet - December 31, 1999 ............................. F-2
Combined Statements of Operations - For the
Years Ended December 31, 1999 and 1998 ................................. F-3
Combined Statement of Stockholders' Equity (Deficit) - For the Years
Ended December 31, 1999 and 1998 ....................................... F-4
Combined Statements of Cash Flows - For the
Years Ended December 31, 1999 and 1998 ................................. F-5
Notes to the Combined Financial Statements ............................. F-6
</TABLE>
(b) PRO FORMA FINANCIAL INFORMATION.
<TABLE>
<S> <C>
Pro forma Combined Condensed Balance Sheet--December 31, 1999 .......... F-10
Pro Forma Combined Condensed Statement of Operations--For
the Year Ended December 31, 1999 ....................................... F-11
</TABLE>
<PAGE> 3
INDEPENDENT AUDITOR'S REPORT
U.S. Trucking, Inc.
We have audited the accompanying combined balance sheet of Checkmate Truck
Brokerage, Inc. and Maverick Truck Brokerage, Inc. as of December 31, 1999 and
the related combined statements of operations, combined statements of changes in
shareholders' equity (deficit) and combined statements of cash flows for the
years ended December 31, 1999 and 1998. These combined financial statements are
the responsibility of the companies' management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the combined financial position of Checkmate Truck
Brokerage, Inc. and Maverick Truck Brokerage, Inc. as of December 31, 1999 and
the combined results of their operations and cash flows for the years ended
December 31, 1999 and 1998 in conformity with generally accepted accounting
principles.
New York, New York
June 10, 2000
F-1
<PAGE> 4
CHECKMATE TRUCK BROKERAGE, INC.
MAVERICK TRUCK BROKERAGE, INC.
COMBINED BALANCE SHEET
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DECEMBER 31,
1999
-----------
<S> <C>
ASSETS
CURRENT ASSETS
Cash $ 100
Certificates of deposit 23,202
Trade accounts receivable, net of allowance
for doubtful accounts of $30,000 3,316,249
Due from employees 17,006
Interest receivable 1,067
Prepaid expenses 2,144
Current portion of note receivable 12,000
-----------
Total current assets 3,371,768
PROPERTY AND EQUIPMENT, NET 228,373
NONCURRENT PORTION OF NOTE RECEIVABLE 39,845
DEPOSITS 2,150
-----------
$ 3,642,136
===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Cash overdraft $ 567,232
Line of credit 1,712,226
Current maturities of long-term debt 9,436
Accounts payable 1,519,157
Accrued liabilities 183,871
-----------
Total current liabilities 3,991,922
LONG-TERM DEBT, NET OF CURRENT MATURITIES 156,932
-----------
Total liabilities 4,148,854
-----------
SHAREHOLDERS' DEFICIT
Common stock 1,300
Treasury stock (2,000)
Accumulated deficit (506,018)
-----------
Total shareholders' deficit (506,718)
-----------
$ 3,642,136
===========
</TABLE>
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See accompanying notes.
F-2
<PAGE> 5
CHECKMATE TRUCK BROKERAGE, INC.
MAVERICK TRUCK BROKERAGE, INC.
COMBINED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1999 1998
------------ ------------
<S> <C> <C>
OPERATING REVENUES $ 23,090,103 $ 20,945,003
------------ ------------
Salaries, wages and benefits 1,688,114 1,131,823
Purchased transportation 20,566,781 18,827,482
Operating supplies and expenses 427,610 313,324
Advertising and promotion 73,305 102,151
Communications and utilities 299,913 277,997
Depreciation 23,161 29,968
Operating taxes and licenses 18,910 29,436
Bad debt expense 30,044 -.-
Office rent 44,788 67,779
Other operating expenses 76,778 87,400
------------ ------------
Total operating expenses 23,249,404 20,867,360
------------ ------------
(LOSS) INCOME FROM OPERATIONS (159,301) 77,643
------------ ------------
OTHER INCOME (EXPENSE)
Rental income and other 13,992 11,168
Interest and dividend income 6,030 5,566
Interest expense (130,760) (121,066)
Gain on sale of investments 2,606 8,642
------------ ------------
Total other income (expense) (108,132) (95,690)
------------ ------------
NET LOSS $ (267,433) $ (18,047)
============ ============
</TABLE>
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See accompanying notes.
F-3
<PAGE> 6
CHECKMATE TRUCK BROKERAGE, INC.
MAVERICK TRUCK BROKERAGE, INC.
COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------------------------------------
Retained
Earnings
(Accumu-
Common Stock lated Treasury Stock
Shares $ Deficit) Shares $ Total
-------- --------- --------- ------ ------- ---------
<S> <C> <C> <C> <C> <C> <C>
BALANCE - DECEMBER 31, 1997 1,300 $ 1,300 $ 701,731 2,000 $(2,000) $ 701,031
Net loss (18,047) (18,047)
Distributions (165,695) (165,695)
-------- --------- --------- ----- ------- ---------
BALANCE - DECEMBER 31, 1998 1,300 1,300 517,989 2,000 (2,000) 517,289
Net loss (267,433) (267,433)
Distributions (756,574) (756,574)
-------- --------- --------- ----- ------- ---------
BALANCE - DECEMBER 31, 1999 1,300 $ 1,300 $(506,018) 2,000 $(2,000) $(506,718)
======== ========= ========= ===== ======= =========
</TABLE>
--------------------------------------------------------------------------------
See accompanying notes.
F-4
<PAGE> 7
CHECKMATE TRUCK BROKERAGE, INC.
MAVERICK TRUCK BROKERAGE, INC.
COMBINED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1999 1998
----------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (267,433) $ (18,047)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities
Depreciation 23,161 29,968
Provision for doubtful accounts 30,044 -.-
Changes in operating assets and liabilities:
Trade accounts receivable, net (449,437) 61,348
Due from employees 5,691 1,464
Prepaid expenses 11,292 (12,742)
Accounts payable and accrued liabilities 139,640 85,544
Deposits 287 46,213
----------- ---------
Net cash (used in) provided by operating
activities (506,755) 193,748
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (3,635) (181,734)
(Purchase of) proceeds from certificate of deposit (1,115) 506
Advances for note receivable -.- (65,845)
Proceeds from repayment of note receivable 11,000 3,000
Proceeds from (advances to) shareholder 532,500 (502,500)
Increase in interest receivable (618) (449)
Purchases of investments -.- (59,382)
Proceeds from sale of investments 40,878 273,486
----------- ---------
Net cash provided by (used in) investing
activities 579,010 (532,918)
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from line of credit 1,712,226 267,000
Cash overdraft 405,573 161,659
Proceeds from long-term debt -.- 124,523
Repayments of long-term debt (1,435,125) (53,036)
Distributions (756,574) (165,695)
----------- ---------
Net cash (used in) provided by financing
activities (73,900) 334,451
----------- ---------
NET DECREASE IN CASH (1,645) (4,719)
Cash - beginning of year 1,745 6,464
----------- ---------
CASH - END OF YEAR $ 100 $ 1,745
=========== =========
</TABLE>
--------------------------------------------------------------------------------
See accompanying notes.
F-5
<PAGE> 8
CHECKMATE TRUCK BROKERAGE, INC.
MAVERICK TRUCK BROKERAGE, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
1. ORGANIZATION AND OPERATIONS
Checkmate Truck Brokerage, Inc. ("Checkmate") and Maverick Truck
Brokerage, Inc. ("Maverick") (collectively the "Company") provide
brokerage services to companies, mainly in the produce industry, that are
in need of third party transportation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying combined financial statements include the accounts of
Checkmate and Maverick, companies which are under common control. All
significant intercompany balances and transactions have been eliminated.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
RECOGNITION OF REVENUE
For financial reporting purposes, the Company recognizes revenue when a
shipment is loaded and dispatched. Significant related costs associated
with earning this revenue are accrued at that time. In 1991, the Emerging
Issues Task Force ("EITF") released issue 91-B, "Revenue and Expense
Recognition for Freight Services in Process." The EITF reached a
consensus that the preferable method of recognizing revenue and expenses
was either (1) the recognition of both revenue and direct cost when the
shipment is completed or (2) the allocation of revenue between reporting
periods based on relative transit time in each reporting period and the
recognition of expenses as incurred. The difference between the Company's
method of revenue recognition and the preferable methods described above
is not material to the accompanying combined financial statements.
CASH AND CASH EQUIVALENTS AND CERTIFICATES OF DEPOSIT
The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents. At December 31,
1999, the Company had certificates of deposit amounting to $23,202. Both
certificates of deposit matured in February 2000 and were subsequently
rolled over to mature in February 2001. The Company will, from time to
time, maintain cash balances in banks in excess of insured limits.
--------------------------------------------------------------------------------
F-6
<PAGE> 9
CHECKMATE TRUCK BROKERAGE, INC.
MAVERICK TRUCK BROKERAGE, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Major property additions,
replacements and betterments are capitalized, while maintenance and
repairs which do not extend the useful lives of these assets are expensed
as incurred. Depreciation is provided over the estimated useful lives of
the assets using the straight-line method for financial reporting
purposes and accelerated methods for income tax purposes. Upon retirement
or disposal of assets, the cost and related accumulated depreciation are
removed from the balance sheet, and any gain or loss is reflected in
earnings.
The detail of property and equipment at December 31, 1999 is as follows:
<TABLE>
<S> <C>
Land $ 20,000
Building 156,368
Transportation 25,294
Equipment and improvements 201,007
--------
402,669
Less accumulated depreciation 174,296
--------
$228,373
========
</TABLE>
The estimated useful lives of the various classes of physical assets were
as follows during 1999:
<TABLE>
<S> <C>
Building 39 years
Transportation 5 years
Equipment and improvements 5 - 15 years
</TABLE>
During February 2000, the Company distributed to shareholders, the
building and land with a net book value of $169,018 (see Note 4).
ACCRUED LIABILITIES
Accrued liabilities consist of the following at December 31, 1999:
<TABLE>
<S> <C>
Salaries, wages and benefits $ 71,225
Professional fees 50,000
Advances 38,050
Other 24,596
--------
$183,871
========
</TABLE>
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F-7
<PAGE> 10
CHECKMATE TRUCK BROKERAGE, INC.
MAVERICK TRUCK BROKERAGE, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
Checkmate and Maverick file separate income tax returns. Each company,
with the consent of its stockholders elected to be taxed as an S
corporation pursuant to provisions of the Internal Revenue Code and
applicable state laws. Accordingly, all income or losses of the Company
will pass directly to the stockholders, who will be liable for payment of
federal and state income taxes.
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
<TABLE>
<CAPTION>
1999
--------
<S> <C>
Cash paid for interest $148,185
Cash paid for income taxes -.-
</TABLE>
ACCOUNTING STANDARDS TO BE ADOPTED
In June 1998, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," effective for fiscal years beginning after June 15, 1999. In
June 1999, the FASB issued SFAS 137 deferring the effective date of SFAS
133 to fiscal years beginning after June 15, 2000. SFAS No. 133
establishes accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments embedded
in other contracts) be recorded in the balance sheet as either an asset
or liability measured at its fair value and that changes in the
derivative's fair value be recognized in earnings in the current period
unless specific hedge accounting criteria are met. The Company plans to
adopt SFAS No. 133 in the first quarter of fiscal year 2000. Management
does not believe the adoption of this statement will have a material
impact on the Company's financial statements.
3. RELATED PARTY TRANSACTIONS
Checkmate rents its Homestead, Florida office from the sole shareholder
of the Company. For the years ended December 31, 1999 and 1998, rent paid
to the shareholder amounted to $14,500 and $29,860, respectively.
--------------------------------------------------------------------------------
F-8
<PAGE> 11
CHECKMATE TRUCK BROKERAGE, INC.
MAVERICK TRUCK BROKERAGE, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
4. LINE OF CREDIT AND LONG-TERM DEBT
LINE OF CREDIT
During 1999, the Company obtained a $2,000,000 line of credit agreement
with a bank. Amounts outstanding under this agreement bear interest at
8.525%. Interest is payable monthly and the line has a maturity date of
May 31, 2000. As of December 31, 1999, the Company has $1,712,226
outstanding on the line, which was collateralized by accounts receivable.
LONG-TERM DEBT
<TABLE>
<S> <C>
Mortgage payable to Edison National Bank bearing
interest at the bank's prime rate plus 1/2% (8.25% at
December 31, 1999) payable in monthly principal
installments of $539 plus interest through April
2008, secured by building and land. During February
2000 building, land and note were distributed to the
shareholders of the Company in connection with the
sale of the Company's stock $ 118,054
Note payable to the Small Business Administration
bearing interest at 4% payable in monthly
installments of $404 including interest through
January 2008, guaranteed and secured by real estate
owned by one of the shareholders 48,314
---------
166,368
Less current maturities 9,436
---------
$ 156,932
=========
</TABLE>
Future maturities of long-term at December 31, 1999 are as follows:
<TABLE>
<S> <C>
2000 $ 9,436
2001 9,557
2002 9,683
2003 9,814
2004 9,950
Thereafter 117,928
--------
$166,368
========
</TABLE>
--------------------------------------------------------------------------------
F-9
<PAGE> 12
U.S. Trucking, Inc and Subsidiaries
Combined Company
Pro Forma Combined Condensed Balance Sheet
December 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
Historical Pro Forma
--------------------------------------- ---------------------------
Checkmate Maverick
U.S. Truck Truck
Trucking Brokerage Brokerage Adjustments Combined
----------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents 1,057,719 23,302 (836,961) 244,060
Accounts Receivable 8,140,132 1,827,651 1,488,598 11,456,381
Current portion-Other Assets 5,517,199 31,204 1,013 5,549,416
Inventory 258,405 258,405
Marketable Securities 188,136 188,136
Equipment 887,690 44,944 183,429 1,116,063
Goodwill and intangible 0
assets 5,501,756 2,523,319 8,025,075
Other assets 8,398,057 41,995 8,440,052
----------- ---------- ---------- ----------- -----------
Total 29,949,094 1,969,096 1,673,040 1,686,358 35,277,588
=========== ========== ========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable 2,027,819 1,104,303 982,086 4,114,208
Accrued Liabilities 1,818,902 103,955 79,916 23,321 2,532,812
Current debt 6,736,536 1,028,236 683,990 8,448,762
Long-term debt 4,697,870 48,314 118,054 4,864,238
Convertible debentures 1,450,000 1,450,000
Other liabilities 122,865 122,865
Paid in capital 3,605,580 3,605,580
Preferred stock 5,265,762 5,265,762
Common stock 6,445,199 300 1,000 1,201,825 7,649,624
Accumulated other 0
comprehensive (loss) (11,976) (11,976)
Accumulated deficit (1,302,675) (314,012) (192,006) 459,212 (1,855,499)
Subscriptions receivable (906,788) (906,788)
Treasury stock (2,000) (2,000)
----------- ---------- ---------- ----------- -----------
Total 29,949,094 1,969,096 1,673,040 1,686,358 35,277,588
=========== ========== ========== =========== ===========
</TABLE>
F-10
<PAGE> 13
U.S. Trucking, Inc and Subsidiaries
Combined Company
Pro Forma Combined Condensed Statement of Operations
For the Year Ended December 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
Historical Pro Forma
----------------------------------------------------------------------- -----------------------
Checkmate Maverick
U.S. Excalibur Fulmer Truck Truck
Trucking Prostar Express Transport Brokerage Brokerage Adjustments Combined
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Revenues 44,736,677 2,158,664 2,304,133 12,854,302 13,403,845 9,686,258 (883,034) 84,260,845
Operating expenses 45,856,011 2,318,635 2,085,240 12,859,584 13,791,843 9,457,561 (1,027,763) 85,341,111
Operating income (loss) (1,119,334) (159,971) 218,893 (5,282) (387,998) 228,697 144,729 (1,080,266)
Other income and (expense)
Interest income 27,996 1,390 6,030 35,416
Interest expense (1,117,920) (41,512) (41,652) (224,754) (95,959) (34,801) 105,850 (1,450,748)
Other income 406,845 3,094 31,213 200,000 (186,008) 455,144
Net gain on disposition
of assets 767,208 2,606 769,814
Total other income and
expense 84,129 (37,028) (41,652) (193,541) 112,677 (220,809) 105,850 (190,374)
Net income (loss)
before taxes (1,035,205) (196,999) 177,241 (198,823) (275,321) 7,888 250,579 (1,270,640)
Benefit (provision)
for income taxes 306,700 (48,512) 258,188
Benefit of net operating
loss carryforward 835,263 835,263
Net income (loss) 106,758 (196,999) 128,729 (198,823) (275,321) 7,888 250,579 (177,189)
Basic earnings per
common share $0.01 $(0.02)
Weighted average number
of common shares 8,130,780 8,689,813
</TABLE>
F-11
<PAGE> 14
U. S. TRUCKING, INC. AND SUBSIDIARIES
COMBINED COMPANY
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
Pro-forma Adjustments For Acquisitions of Subsidiaries and Other Assets &
Liabilities
The proforma adjustments related to the acquisitions of Checkmate and Maverick
Truck Brokerage Companies include a reduction in salaries and wages due to staff
consolidation in the amount of $50,000, a reduction of interest expense of
$36,000 due to lower average interest rates and amortization of goodwill of
$132,806.
The proforma adjustments to revenue represent revenue generated by the truckload
sector of Fulmer Transport, Inc. that the Company did not acquire. The
adjustments relating to operating expenses result from subtracting Fulmer
Transport, Inc.'s truckload cost of revenues and the reduction of overheads
expected. The reduction of interest expense relates to the estimated savings
from converting Fulmer Transport, Inc. and Prostar from a factoring arrangement
to a revolving credit facility.
F-12
<PAGE> 15
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, hereunto duly authorized.
U.S. Trucking, Inc.
Dated: July 19, 2000 By: /s/ W. Anthony Huff
----------------------------------------
W. Anthony Huff, Executive
Vice President
