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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
-------- --------
Commission file number 0-19858
USA Truck, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 71-0556971
------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3108 Industrial Park Road
Van Buren, Arkansas 72956
- ---------------------------------------- ---------------------------------
(Address of principal executive offices) (Zip Code)
(501) 471-2500
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Registrant s telephone number, including area code
Not applicable
- --------------------------------------------------------------------------------
Former name, address and former fiscal year, if changed since last report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X No
------- -------
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
9,498,928 shares of common stock, $.01 par value, were outstanding on
October 25, 1996.
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INDEX
USA TRUCK, INC.
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
<S> <C> <C>
Item 1. Financial Statements (unaudited) Page
Condensed Balance Sheets -- September 30, 1996 and December 31, 1995 3
Condensed Statements of Income -- Three months and nine months ended
September 30, 1996 and 1995 4
Condensed Statements of Cash Flows -- Nine months ended September 30,
1996 and 1995 5
Notes to Condensed Financial Statements -- September 30, 1996 6
Item 2. Management s Discussion and Analysis of Financial Condition and Results
of Operations 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K. 13
</TABLE>
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
USA TRUCK, INC.
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30 December 31
1996 1995
------------ -----------
(unaudited) (note)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 802,451 $ 1,656,392
Accounts receivable:
Trade, less allowance for doubtful accounts
(1996 - $ 104,000; 1995 - $ 104,000) 10,305,615 10,475,215
Other 1,164,559 1,448,283
Inventories 167,564 282,588
Deferred income taxes 761,719 750,408
Prepaid expenses and other current assets 935,105 1,394,769
----------------- ---------------
Total current assets 14,137,013 16,007,655
PROPERTY AND EQUIPMENT 91,343,510 83,285,531
ACCUMULATED DEPRECIATION AND AMORTIZATION (29,170,406) (22,932,039)
----------------- ---------------
62,173,104 60,353,492
SECURITY DEPOSITS 1,745,478 1,745,478
OTHER ASSETS 978,792 873,124
----------------- ---------------
Total assets $ 79,034,387 $ 78,979,749
================= ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Bank drafts payable $ 624,643 $ 611,946
Trade accounts payable 4,013,806 2,041,985
Accrued expenses 6,906,052 7,320,859
Current maturities of long-term debt 5,429,120 3,320,650
----------------- ---------------
Total current liabilities 16,973,621 13,295,440
LONG-TERM DEBT, LESS CURRENT MATURITIES 7,161,534 13,360,579
DEFERRED INCOME TAXES 9,409,685 8,452,472
INSURANCE AND CLAIMS ACCRUALS 1,092,538 714,537
STOCKHOLDERS' EQUITY:
Preferred stock, par value $.01 per share; 1,000,000 shares
authorized; none issued -- --
Common stock, par value $.01 per share; 16,000,000 shares authorized;
issued shares (1996 - 9,498,928; 1995 - 9,714,728) 94,989 97,147
Additional paid-in capital 13,801,873 16,320,361
Retained earnings 31,058,450 28,416,526
Less treasury stock, at cost (1996 - 57,000; 1995 - 152,000) shares (558,303) (1,677,313)
----------------- ---------------
Total stockholders' equity 44,397,009 43,156,721
----------------- ---------------
Total liabilities and stockholders' equity $ 79,034,387 $ 78,979,749
================= ===============
</TABLE>
Note: The balance sheet at December 31, 1995 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by general accepted accounting
principles for complete financial statements.
See notes to condensed financial statements.
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USA TRUCK, INC.
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------------------------ ----------------------------------
1996 1995 1996 1995
----------------- ---------------- ----------------- --------------
<S> <C> <C> <C> <C>
OPERATING REVENUES $ 27,292,778 $ 24,844,070 $ 79,957,819 $ 76,974,973
OPERATING EXPENSES AND COSTS:
Salaries, wages and employee benefits 11,405,000 10,660,789 33,553,562 32,633,037
Operations and maintenance 7,668,594 6,647,632 22,688,497 20,097,834
Operating taxes and licenses 494,452 458,390 1,450,507 1,379,515
Insurance and claims 1,334,161 995,371 4,373,802 3,169,794
Communications and utilities 406,629 335,531 1,208,723 911,616
Depreciation and amortization 3,012,682 2,880,122 8,900,015 8,280,159
Other 1,004,966 775,996 2,887,389 1,986,107
----------------- ---------------- ----------------- --------------
25,326,484 22,753,831 75,062,495 68,458,062
----------------- ---------------- ----------------- --------------
OPERATING INCOME 1,966,294 2,090,239 4,895,324 8,516,911
OTHER (INCOME) EXPENSE:
Interest expense 175,112 191,339 578,533 620,056
Gain on disposal of assets (7,610) (1,000) (9,770) (1,000)
Other, net (26,952) (19,080) (2,718) (129,089)
----------------- ---------------- ----------------- --------------
140,550 171,259 566,045 489,967
----------------- ---------------- ----------------- --------------
INCOME BEFORE INCOME TAXES 1,825,744 1,918,980 4,329,279 8,026,944
INCOME TAXES 710,214 735,929 1,687,355 3,078,334
----------------- ---------------- ----------------- --------------
NET INCOME $ 1,115,530 $ 1,183,051 $ 2,641,924 $ 4,948,610
================= ================ ================= ==============
PER SHARE INFORMATION:
Average shares outstanding 9,599,680 10,054,117 9,735,902 10,067,876
================= ================ ================= ==============
Net income per share $ 0.12 $ 0.12 $ 0.27 $ 0.49
================= ================ ================= ==============
</TABLE>
See notes to condensed financial statements.
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USA TRUCK, INC.
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
-------------------------------------
1996 1995
--------------- -----------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 2,641,924 $ 4,948,610
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 8,900,015 8,280,159
Provision for doubtful accounts 110,060 19,437
Deferred income taxes 945,902 941,841
Gain on sale of assets (9,770) (1,000)
Gain on sale of securities -- (39,441)
Changes in operating assets and liabilities:
Receivables 343,264 (821,399)
Inventories and prepaid expenses 574,688 392,588
Bank drafts, accounts payable and accrued expenses 1,569,711 647,638
Insurance and claims accruals 378,001 200,000
--------------- -----------------
Net cash provided by operating activities 15,453,795 14,568,433
INVESTING ACTIVITIES:
Purchases of property and equipment (12,519,817) (13,699,844)
Purchases of investments -- (2,397,997)
Proceeds from sale of assets 1,809,960 1,914,933
Proceeds from sale of investments -- 2,437,438
Increase in other assets (105,668) (573,314)
--------------- -----------------
Net cash used by investing activities (10,815,525) (12,318,784)
FINANCING ACTIVITIES:
Borrowings under long-term debt 7,130,000 5,750,000
Proceeds from the exercise of stock options 272,050 14,250
Payments to repurchase common stock (1,673,686) --
Principal payments on long-term debt (8,730,000) (5,750,000)
Principal payments on capitalized lease obligations (2,490,575) (1,919,073)
--------------- -----------------
Net cash used by financing activities (5,492,211) (1,904,823)
--------------- -----------------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS: (853,941) 344,826
Cash and cash equivalents at beginning of period 1,656,392 926,075
--------------- -----------------
Cash and cash equivalents at end of period $ 802,451 $ 1,270,901
=============== =================
</TABLE>
See notes to condensed financial statements.
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USA TRUCK, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 1996
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the nine-month
period ended September 30, 1996, are not necessarily indicative of the results
that may be expected for the year ended December 31, 1996. For further
information, refer to the financial statements and footnotes thereto
included in the annual report on Form 10-K of USA Truck, Inc. (the "Company")
for the year ended December 31, 1995.
NOTE B--COMMITMENTS
As of October 25, 1996, the Company had remaining commitments for the
purchase of revenue equipment in the aggregate amount of approximately $9.0
million in 1996 and $28.2 million in 1997 and $2.4 million for the completion
of the new corporate headquarters in Van Buren, Arkansas. The corporate
headquarters is scheduled to be finished in the first half of 1997.
NOTE C--LONG-TERM DEBT
On January 24, 1996, the Company entered into a lease commitment agreement
(the "TRAC Lease Commitment"), with a financial institution to facilitate
the leasing of tractors. The TRAC Lease Commitment provides for the leasing
of equipment not exceeding an acquisition cost of $10.0 million in the
aggregate. As of September 30, 1996, $10.0 million remained available
under the TRAC Lease Commitment. The commitment term ends on December 31,
1996. Each capital lease will have a repayment period of 42 months. Lease
amounts are limited based on the amounts outstanding under capital leases
entered into under this agreement. The interest rate on the capital leases
under the TRAC Lease Commitment fluctuates in relation to the weekly average
interest rate for 2-year Constant Maturity Treasury Securities as published by
the Federal Reserve and is fixed upon execution of lease.
NOTE D--CAPITAL STOCK TRANSACTIONS
On May 8, 1996, the Board of Directors authorized the retirement of all
shares purchased prior to May 7, 1996, which resulted in the retirement of
254,000 shares of treasury stock that had been purchased at an aggregate
cost of $2.8 million pursuant to a repurchase program authorized by the Board
of Directors in September, 1995. As of September 30, 1996, the Company had
made purchases in the aggregate of 57,000 additional shares of its
outstanding common stock on the open market and on October 23, 1996, the
Company made a single purchase of 30,000 shares of its outstanding common stock
on the open market pursuant to this repurchase program.
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FORM 10-Q
USA TRUCK, INC.
Item 2. Management s Discussion and Analysis of Financial
Condition and Results of Operations
The following table sets forth the percentage relationship of certain items
to operating revenues for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------ -----------------
1996 1995 1996 1995
------ -------- ------- -------
<S> <C> <C> <C> <C>
OPERATING REVENUES 100.0 % 100.0 % 100.0 % 100.0 %
Operating expenses and costs:
Salaries, wages and employee benefits 41.8 42.9 42.0 42.4
Operations and maintenance 28.1 26.8 28.4 26.1
Operating taxes and licenses 1.8 1.8 1.8 1.8
Insurance and claims 4.9 4.0 5.5 4.1
Communications and utilities 1.5 1.4 1.5 1.2
Depreciation and amortization 11.0 11.6 11.1 10.7
Other 3.7 3.1 3.6 2.6
------ ------ ------ ------
92.8 91.6 93.9 88.9
------ ------ ------ ------
OPERATING INCOME 7.2 8.4 6.1 11.1
OTHER (INCOME) EXPENSES
Interest expense 0.6 0.8 0.7 0.8
Gain on disposal of assets -- -- -- --
Other, net (0.1) (0.1) -- (0.1)
------ ------ ------ ------
0.5 0.7 0.7 0.7
------ ------ ------ ------
INCOME BEFORE INCOME TAXES 6.7 7.7 5.4 10.4
INCOME TAXES 2.6 2.9 2.1 4.0
------ ------ ------ ------
NET INCOME 4.1 % 4.8 % 3.3 % 6.4 %
====== ====== ====== ======
</TABLE>
RESULTS OF OPERATIONS
Quarter Ended September 30, 1996 Compared to Quarter Ended September 30, 1995
Operating revenues increased 9.9% to $27.3 million in the third quarter
of 1996 from $24.8 million for the same quarter of 1995, resulting from
increased business with existing customers and additional business from new
customers plus a slight increase in the average revenue per mile. Average
revenue per mile increased to $1.108 in 1996 from $1.103 in 1995. The empty
mile factor decreased to 10.04% in 1996 from 11.10% of paid miles in the
third quarter of 1995. There was a 11.2% increase in the number of
shipments to 25,408 in 1996 from 22,840 in 1995. This volume improvement
was made
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possible by an increase of 1.6% in the average number of tractors operated
from 790 in 1995 to 803 in 1996. The net effect of the volume improvement
and the Company's continuing fleet expansion was a increase of 6.0% in miles
per tractor per week to 2,397 in 1996 from 2,262 in 1995.
Operating expenses and costs as a percentage of revenues increased to
92.8% in 1996 from 91.6% in 1995. This change resulted primarily from an
increase, on a percentage of revenue basis, in operations and maintenance
costs, in insurance and claims expenses and in other expenses. These
increases were partially offset by decreases, on a percentage of revenue
basis, in salaries, wages, and employee benefits and depreciation and
amortization expense. The decrease in salaries, wages, and employee benefits
was due to the fact that the increase in aggregate driver pay was offset by a
decrease in incentives earned by employees. The percentage increase, relative
to revenues, in operations and maintenance was primarily the result of an
increase of 10.5 cents per gallon in the average cost of fuel in the third
quarter of this year compared to the same period last year, partially offset
by an increase in fuel efficiency to 6.31 average miles per gallon in 1996
from 6.10 in 1995. The percentage increase, relative to revenues, in
insurance and claims expense was due to an increase in the number and
severity of accidents in the third quarter of 1996 as compared to the same
period last year. The decrease in depreciation and amortization expense, as a
percentage of revenue, reflects the 6.0% increase in utilization as
mentioned above. Other expenses increased, relative to revenues, due to a
variety of factors, no single one of which accounted for more than half of the
increase.
As a result of the foregoing factors, operating income decreased 5.9% to
$2.0 million, or 7.2% of revenues, in 1996 from $2.1 million, or 8.4% of
revenues, in 1995.
Interest expense decreased 8.5% to $175,000 in 1996 from $191,000 in 1995,
resulting primarily from a decrease in interest rates, in the aggregate,
on both short-term and long-term debt, partially offset by an increase
in borrowings.
As a result of the above, income before income taxes decreased 4.9% to
$1.8 million, or 6.7% of revenues, in 1996 from $1.9 million, or 7.7% of
revenues, in 1995.
The Company's effective tax rate increased to 38.9% in 1996 from 38.4% in
1995. The effective rates varied from the statutory Federal tax rate of 34%
primarily due to state income taxes and certain non-deductible expenses.
As a result of the aforementioned factors, net income decreased 5.7% to
$1.1 million ($.12 per share), or 4.1% of revenues, in 1996 from $1.2 million
($.12 per share), or 4.8% of revenues, in 1995. The number of shares used in
the calculation of net income per share for the third quarter of 1996
and 1995 were 9,599,680 and 10,054,117, respectively. Total shares
outstanding at September 30, 1996, were 9,498,928.
Nine-Months Ended September 30, 1996 Compared to Nine-Months Ended September
30, 1995
Operating revenues increased 3.9% to $80.0 million for the nine months ended
September 30, 1996, from $77.0 million for the same period in 1995,
resulting from increased business with existing customers and additional
business from new customers, partially offset by a 0.2% decrease in average
revenue per mile. Average revenue per mile decreased slightly to $1.107 in
1996 from $1.109 in 1995 as the result of a 3.6% decline in the tractor
utilization rate, partially offset by a decrease in the empty mile factor to
10.27% in 1996 from 10.70% of paid miles in the first nine months of 1995.
There was a 9.4% increase in the number of shipments to 74,741 in 1996 from
68,299 in 1995. This volume
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improvement was made possible by an increase of 3.9% in the average number of
tractors operated from 763 in 1995 to 793 in 1996. The net effect of the
volume improvement and the Company's continuing fleet expansion was a decrease
of 0.4% in miles per tractor per week to 2,383 in 1996 from 2,393 in 1995.
Operating expenses and costs as a percentage of revenues increased to
93.9% in 1996 from 88.9% in 1995, for the same reasons discussed above in
the comparison of the quarter ended September 30, 1996 to the quarter ended
September 30, 1995.
As a result of the foregoing factors, operating income decreased 42.4% to
$4.9 million, or 6.1% of revenues, in 1996 from $8.5 million, or 11.1% of
revenues, in 1995.
Interest expense decreased 6.6% to $579,000 in 1996 from $620,000 in 1995,
resulting primarily from a decrease in interest rates, in the aggregate,
on both short-term and long-term debt.
Other, net expenses remained unchanged, on a percentage of revenue basis,
for the comparable nine month periods between 1996 and 1995. This was due to
the fact that the decrease in interest expense was offset by the decrease in
interest income and gains on disposal of assets.
As a result of the above, income before income taxes decreased 46.3% to
$4.3 million, or 5.4% of revenues, in 1996 from $8.0 million, or 10.4% of
revenues, in 1995.
The Company's effective tax rate increased to 38.9% in 1996 from 38.4% in
1995. The effective rates varied from the statutory Federal tax rate of 34%
primarily due to state income taxes and certain non-deductible expenses.
As a result of the aforementioned factors, net income decreased 46.9% to
$2.6 million ($.27 per share), or 3.3% of revenues, in 1996 from $4.9 million
($.49 per share), or 6.4% of revenues, in 1995. The number of shares used in
the calculation of net income per share for the nine months ending
September 30, 1996 and 1995 were 9,735,902 and 10,067,876, respectively.
SEASONALITY
In the trucking industry generally, revenues are lower in the first and
fourth quarters as customers decrease shipments during the winter holiday
season and as inclement weather impedes operations. At the same time,
operating expenses increase, due primarily to decreased fuel efficiency
and increased maintenance costs. These factors historically have tended
to decrease net income in the first and fourth quarters. Future revenues
could be impacted if customers reduce shipments due to temporary plant
closings, which historically have occurred during July and December.
FUEL AVAILABILITY AND COST
The motor carrier industry is dependent upon the availability of diesel
fuel, and fuel shortages or increases in fuel taxes or fuel costs have
adversely affected, and may in the future adversely affect the profitability
of USA Truck. Fuel prices have fluctuated widely and fuel taxes have
generally increased in recent years. The Company has not experienced
difficulty in maintaining necessary fuel supplies, and in the past the Company
generally has been able to recover increases in fuel costs and fuel taxes
from customers through increased freight rates. However, most recently, USA
Truck has experienced a price increase of approximately 12 cents per gallon
over a period of 9 months, which the Company has not
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been able to fully offset through rate increases. There can be no assurance
that the Company will be able to recover any future increases in fuel costs
and fuel taxes through increased rates.
LIQUIDITY & CAPITAL RESOURCES
The continued growth of the Company's business has required significant
investments in new equipment. USA Truck has financed revenue equipment
purchases with cash flows from operations and through borrowings under the
Company's collateralized revolving credit agreement (the "General Line of
Credit"), an additional line of credit (the "Equipment Line of Credit") and
conventional financing and lease-purchase arrangements. Working capital
needs have generally been met with cash flows from operations and
occasionally with borrowings under the General Line of Credit. Although the
Company has not relied significantly on the General Line of Credit to meet
working capital requirements, it does experience cyclical cash flow needs
common to the industry. The Company uses the General Line of Credit to
minimize these fluctuations and to provide flexibility in financing revenue
equipment purchases. Cash flows from operations were $15.5 million for the
nine-month period ended September 30, 1996 as compared to $14.6 million in
the comparable period of 1995.
The Company's General Line of Credit provides for available borrowings of
up to $10.0 million, including letters of credit not exceeding $5.0 million.
As of September 30, 1996, approximately $7.2 million was available under
the General Line of Credit. The General Line of Credit matures on April 30,
1998, prior to which time, subject to certain conditions, the amount
outstanding can be converted at any time, at the Company's option, to a
four-year term loan requiring 48 equal monthly principal payments plus
interest. The interest rate on the General Line of Credit (8.25% at
September 30, 1996) fluctuates between the lender's prime rate and prime plus
1/2%, depending upon the ratio of the Company's debt to tangible net worth.
Under the General Line of Credit, the Company has the right to borrow at a
rate related to the Eurodollar rate when this rate is less than the lender's
prime rate. A quarterly commitment fee of 1/4% per annum is payable on the
unused amount of the available borrowings. The principal maturity can be
accelerated if the borrowing base (based on a percentage of receivables and
otherwise unsecured equipment) does not support the principal balance
outstanding. The General Line of Credit is collateralized by accounts
receivable and all otherwise unencumbered equipment. The Company has the
option under certain conditions and at certain rates to fix the rate and term
on portions of the outstanding balance of the General Line of Credit.
The Equipment Line of Credit is a collateralized credit agreement entered
into with another financial institution in July 1993 and amended in July
1995 to facilitate the purchase and/or lease of tractors. The Equipment
Line of Credit had a commitment term that ended on June 30, 1996 and provided
for a maximum loan amount of approximately $17.6 million. Advances were
required to be used for the purchase of conventional tractors, and each
advance was converted to a capital lease with a repayment period of 42
months. The Company elected not to renew the Equipment Line of Credit in
1996. As of September 30, 1996, the Company s outstanding obligation under the
Equipment Line of Credit was $10.5 million. Interest is payable on such
borrowings at fixed rates ranging from 1.9% to 7.5%. The Equipment Line of
Credit is collateralized by the tractors purchased with the borrowings under
the Equipment Line of Credit.
On January 24, 1996, the Company entered into a lease commitment
agreement (the "TRAC Lease Commitment"), with a third financial institution to
facilitate the leasing of tractors. The TRAC Lease Commitment provides for the
leasing of equipment not exceeding an acquisition cost of $10.0 million in
the aggregate. As of September 30, 1996, $10.0 million remained available
under the TRAC Lease Commitment. The commitment term ends on December 31,
1996. The Company believes that it will be
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able to extend the TRAC Lease Commitment term and increase the amount
available. Each capital lease will have a repayment period of 42 months.
Lease amounts are limited based on the amounts outstanding under capital
leases entered into under this agreement. The interest rate on the capital
leases under the TRAC Lease Commitment fluctuates in relation to the weekly
average interest rate for 2-year Constant Maturity Treasury Securities as
published by the Federal Reserve and is fixed upon execution of lease.
At September 30, 1996, the Company had debt obligations of approximately
$12.6 million of which approximately $5.4 million were current obligations.
During the third quarter of 1996 the Company made borrowings under the General
Line of Credit of $750,000, while retiring $2.9 million in debt. The
retired debt had an average interest rate of approximately 6.40%.
During the years 1996 and 1997 the Company plans to make approximately $54.2
million in capital expenditures, $12.9 million of which had been expended
through October 25, 1996. As of October 25, 1996, USA Truck was committed to
spend $9.2 million for revenue equipment during the remainder of 1996 and
$28.2 million for revenue equipment in 1997. The commitments to purchase
revenue equipment are cancelable by the Company if certain conditions are
met. Also, the Company has a remaining commitment for $2.3 million, of a
total commitment of $4.9 million, relating to construction of a new corporate
headquarters in Van Buren, Arkansas. The new headquarters facility is
currently expected to be completed in the first half of 1997. The balance of
the expected capital expenditures will be used for the purchase of
maintenance and office equipment and facility improvements.
The General Line of Credit, the TRAC Lease Commitment, equipment leases
and cash flows from operations should be adequate to fund the Company s
operations and expansion plans through the end of 1997. There can be no
assurance, however, that such sources will be sufficient to fund the
Company's operations and all expansion plans through such date, or that any
necessary additional financing will be available, if at all, in amounts
required or on terms satisfactory to the Company. The Company expects to
continue to fund its operations with cash flows from operations, the General
Line of Credit, the TRAC Lease Commitment and equipment leases for the
foreseeable future.
In September 1995, the Board of Directors authorized the Company to
repurchase up to 500,000 shares of its outstanding common stock, on the open
market or in privately negotiated transactions, from time to time over a
period of three years. As of October 25, 1996, the Company had purchased
341,000 shares pursuant to this authorization at an aggregate purchase price of
$3.6 million, including 189,000 shares purchased in 1996 at an aggregate
purchase price of $1.9 million. On May 8, 1996, the Board of Directors
authorized the retirement of all shares purchased prior to May 7, 1996, which
resulted in the retirement of 254,000 shares of treasury stock that had been
purchased at an aggregate cost of $2.8 million. The Company may continue to
purchase shares in the future if, in the view of management, the common
stock is undervalued relative to the Company s performance and prospects
for continued growth. Any such purchases would be funded with cash flows
from operations or the General Line of Credit.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements and information that are
based on management s belief as well as assumptions made by, and
information currently available to management. Although the Company
believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such
expectations will be realized. Should one or more of the risks or
uncertainties underlying such expectations materialize, or should underlying
assumptions prove
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incorrect, actual results may vary materially from those expected. Among
the key factors that are not within the Company s control and that may
have a direct bearing on operating results are further increases in diesel
prices, adverse weather conditions and the impact of increased rate
competition. The Company s results may also be significantly affected by
fluctuations in general economic conditions, as the Company s utilization rates
are directly related to business levels of shippers in a variety of
industries. Results for any specific period could also be affected by
various unforeseen events, such as unusual levels of equipment failure or
accident claims.
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USA TRUCK, INC.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(A) Exhibits
11.1 Statement Re: Computation of Earnings Per Share
27.1 Financial Data Schedule
(B) Reports on Form 8-K
The Company did not file any reports on Form 8-K during
the three months ended September 30, 1996.
Page 13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
USA Truck, Inc.
--------------------------------------
(Registrant)
Date: 10/29/96 /s/ ROBERT M. POWELL
-------------------------- --------------------------------------
Robert M. Powell
President and Chief Executive Officer
Date: 10/29/96 /s/ JERRY D. ORLER
-------------------------- --------------------------------------
Jerry D. Orler
Vice President-Finance and
Chief Financial Officer
Page 14
<PAGE> 15
FORM 10-Q
INDEX TO EXHIBITS
USA TRUCK, INC.
Exhibit
Number Exhibit
- ----------- -----------------------------------------------
11.1 Statement Re: Computation of Earnings Per Share
27.1 Financial Data Schedule
<PAGE> 1
EXHIBIT 11.1
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
USA TRUCK, INC.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION> Three Months Ended Nine Months Ended
September 30 September 30
-------------------------- --------------------------
1996 1995 1996 1995
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Average shares outstanding 9,456,387 9,692,728 9,481,322 9,690,937
Net effect of dilutive stock options-
based on the treasury stock method
using average market price 143,293 361,389 254,580 376,939
---------- ----------- ---------- -----------
Totals 9,599,680 10,054,117 9,735,902 10,067,876
========== =========== ========== ===========
Net income $1,115,530 $ 1,183,051 $2,641,924 $ 4,948,610
========== =========== ========== ===========
Net income per share $ 0.12 $ 0.12 $ 0.27 $ 0.49
========== =========== ========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 802,451
<SECURITIES> 0
<RECEIVABLES> 10,305,615
<ALLOWANCES> 104,000
<INVENTORY> 167,564
<CURRENT-ASSETS> 14,137,013
<PP&E> 91,343,510
<DEPRECIATION> 29,170,406
<TOTAL-ASSETS> 79,034,387
<CURRENT-LIABILITIES> 16,973,621
<BONDS> 0
0
0
<COMMON> 94,989
<OTHER-SE> 44,302,020
<TOTAL-LIABILITY-AND-EQUITY> 79,034,387
<SALES> 27,292,778
<TOTAL-REVENUES> 27,292,778
<CGS> 0
<TOTAL-COSTS> 25,326,484
<OTHER-EXPENSES> 140,550
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 175,112
<INCOME-PRETAX> 1,825,744
<INCOME-TAX> 710,214
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,115,530
<EPS-PRIMARY> .12
<EPS-DILUTED> 0
</TABLE>
