UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 1997
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 0-23210
TRISM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3491658
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4174 Jiles Road, Kennesaw, Georgia 30144
(Address of principal executive offices) (Zip Code)
770-795-4600
(Registrant's telephone number, including area code)
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
As of October 31, 1997, 5,737,337 shares of TRISM, INC.'s
common stock, par value $.01 per common share were
outstanding.
<PAGE>
TRISM, INC.
TABLE OF CONTENTS
Part I FINANCIAL INFORMATION Page
Item 1. Financial Statements 1
Item 2. Management's Discussion and Analysis 6
of Financial Condition and Results of
Operations
Part II OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 12
-i-
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
TRISM, INC.
Consolidated Balance Sheets (In Thousands)
(Unaudited)
September December
30, 1997 31, 1996
ASSETS
Current assets:
Cash and cash equivalents $9,920 1,468
Restricted and insurance deposits 2,461 1,188
Accounts receivable, net 47,996 57,503
Materials and supplies 1,664 2,450
Prepaid expenses 19,791 18,711
Deferred income taxes and other 4,860 5,139
Total current assets 86,692 86,459
Property and equipment, net 116,024 123,052
Other assets 22,273 22,986
Total assets $ 224,989 232,497
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $10,376 $ 10,791
Claims issued in excess of bank balance 4,773 4,567
Claims and insurance accruals 8,435 6,012
Accrued expenses and other 10,420 6,551
Note payable to J.B. Hunt -- 2,500
Current maturities of long-term debt:
Monthly principal payments 12,234 11,477
Residual obligations 8,696 368
Total current liabilities 54,934 42,266
Long-term debt, less current maturities 133,203 148,878
Claims, insurance accruals and other 5,840 6,443
Deferred income taxes 4,625 6,160
Total liabilities 198,602 203,747
Stockholders' equity
Common stock; $.01 par; 10,000,000 shares
authorized; 5,903,337 shares issued at
September 30, 1997, and December 31, 1996 59 59
Additional paid-in capital 37,327 37,327
Loans to stockholders (368) (368)
Accumulated deficit (9,082) (6,719)
Treasury stock, at cost, 166,000 shares at
September 30, 1997 and December 31, 1996 (1,549) (1,549)
Total stockholders' equity 26,387 28,750
Total liabilities & stockholders' equity $ 224,989 232,497
See accompanying notes to the consolidated financial
statements.
<PAGE>
TRISM, INC.
Consolidated Statements of Operations
(In Thousands, except per share data)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
Revenues $ 78,472 80,166 237,545 232,434
Operating expenses:
Salaries, wages and fringe
benefits 27,752 28,426 84,799 84,507
Operating supplies and
expenses 11,276 11,220 35,044 34,318
Brokerage carrier expenses 7,572 7,015 21,049 19,003
Operating taxes and licenses 6,666 7,221 20,843 21,504
Depreciation and
amortization 4,683 4,764 14,063 14,723
Contractor expenses 4,682 4,292 13,892 14,630
General supplies and
expenses 4,014 4,661 12,564 13,280
Revenue equipment rents 3,636 3,679 11,161 9,836
Claims and insurance 2,950 2,516 8,765 7,416
Communications and utilities 1,258 1,472 3,918 4,519
Restructuring charge - - 3,000 -
Loss on sale of equipment 311 43 708 18
Total operating expenses 74,800 75,309 229,806 223,754
Income from operations 3,672 4,857 7,739 8,680
Interest expense and other, net 3,555 3,633 11,110 10,835
Income (loss) before income
tax expense benefit) 117 1,224 (3,371) (2,155)
Income tax expense (benefit) (29) 610 (1,008) (1,078)
Net earnings (loss) $146 614 (2,363) (1,077)
Earnings (loss) per common
share $ .03 .11 (.41) (.19)
Number of shares used in
computation of earnings
(loss) per common share 5,737 5,734 5,737 5,734
See accompanying notes to the consolidated financial
statements.
<PAGE>
TRISM, INC.
Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
Nine Months
Ended September 30,
1997 1996
Cash flows from operating activities:
Net loss $(2,363) $(1,077)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 14,573 15,192
Restructuring charge, net 610 -
Loss on sale of assets 708 18
Income tax benefit (1,008) (1,078)
Provision for uncollectible receivables 970 662
Changes in:
Accounts receivable 7,950 (13,115)
Prepaid expenses (1,080) (3,193)
Accounts payable (415) 433
Claims and insurance accruals 1,820 (217)
Accrued liabilities 3,259 4,064
Other 914 249
Net cash provided by operating activities 25,938 1,938
Cash flows from investing activities:
Increase in restricted deposits (1,273) (173)
Proceeds from sale of property and 4,668 5,555
equipment, net
Purchases of property and equipment (11,920) (17,983)
Collection (issuance) of notes receivable, 587 (1,372)
net
Payment for purchase of companies,
net of cash acquired - (2,886)
Net cash used in investing activities (7,938) (16,859)
Cash flows from financing activities:
Net (repayment) proceeds under revolving
credit agreement (14,411) 8,104
Repayment of long-term debt (12,062) (7,843)
Proceeds from issuance of long-term debt 17,383 15,603
Payment of loan acquisition costs (458) -
Net cash (used in) provided by financing (9,548) 15,864
activities
Increase in cash and cash equivalents 8,452 943
Cash and cash equivalents, beginning of 1,468 643
period
Cash and cash equivalents, end of period $9,920 $1,586
Supplemental cash flow information:
Cash paid during the period for:
Interest (net of $315,000 capitalized in 1996 $8,593 $7,991
Income tax payments $ 64 $ 73
See accompanying notes to the consolidated financial
statements.
<PAGE>
TRISM, INC.
Notes to Consolidated Financial Statements
(Unaudited)
1.Accounting Policies
The 1996 Annual Report on Form 10-K for TRISM, Inc. includes a
summary of significant accounting policies and should be read
in conjunction with this Form 10-Q. The statements for the
periods presented are condensed and do not contain all
information required by generally accepted accounting principles
to be included in a full set of financial statements. In the opinion
of management, all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position as of
September 30, 1997 and December 31, 1996 and the results of operations
and cash flows for the periods ended September 30, 1997 and 1996,
respectively have been included. The results of operations for any
interim period are not necessarily indicative of the results of
operations to be expected for the entire year.
2.Accounting Pronouncements
In February 1997, the Financial Accounting Standards Board issued
SFAS No. 128, Earnings per Share (SFAS No. 128), which the Company
Company is required to adopt in 1997. SFAS No. 128 specifies the
computation, presentation and disclosure requirements for earnings
earnings per share in order to be substantially similar to
International Accounting Standards. The adoption of SFAS No. 128
is not expected to have a material impact on the Company's earnings per
share or other per share disclosures.
3.Corporate Restructuring
In February 1997, the Company announced an organizational
restructuring to consolidate certain sales, operations, and
administrative functions and reengineer business processes to
reduce overhead and increase operational efficiency. During
the first quarter of 1997, the Company recorded a $3 million
charge associated with the organizational restructuring.
Actual restructuring expenditures incurred through September 30,
1997, amounted to approximately $1.3 million for outside consulting
services, $.8 million for costs associated with the termination of
employees, and $.3 million in terminal facility closure expenses.
The Company eliminated 97 full-time positions ("FTP") from the
first quarter 1997 through the third quarter 1997 as a result of
the restructuring effort. The foregoing headcount reduction, by
market, is Heavy Haul - 15 FTP; Secured - 26 FTP;
Transport - 38 FTP; and, Other - 18 FTP.
The Company has slated 20 terminal facilities for closure; of
which, 10 facilities were closed through September 30, 1997.
Expenditures charged against the provision represent building
rent and certain selling and maintenance expenses incurred from
the first quarter through the actual closure / disposition date.
<PAGE>
4. Long-Term Debt
In December 1996, the Company temporarily increased the maximum amount
of its revolving credit facility to $25 million (the "Facility"). The
Facility provided for the issuance of standby letters of credit which
reduced the availability of cash advances.
On July 15, 1997, the Company refinanced the Facility with a
$45.0 million credit line (the "Revolver"). The proceeds of the
Revolver were used to retire the Facility loan and are available
for the Company's working capital needs. The Revolver matures
July 15, 2000 and contains provisions for a letter of credit subline
of $15 million, bears interest at the Prime rate plus .25% or LIBOR
plus 2.25%, and is secured by accounts receivable. The Revolver
also includes certain covenants applicable once availability under
the Revolver falls below $8,000,000 for 10 consecutive days.
Availability under the Revolver was approximately $13 million at
September 30, 1997, including a reduction for outstanding letters of
credit of approximately $10 million.
5. Contingencies
Under the Comprehensive Environmental Responses, Compensation
and Liability Act ("CERCLA") and similar state laws, a transporter
of hazardous substances may be liable for the costs of responding
to the release or threatened release of hazardous substances from
disposal sites if such transporter selected the site for disposal.
Because it is the Company's practice not to select the sites where
hazardous substances and wastes will be disposed, the Company does
not believe it will be subject to material liability under CERCLA
and similar laws. Although the Company has been identified as a
"potentially responsible party" (PRP), solely because of its
activities as a transporter of hazardous substances, at two
sites, the Company does not believe it will be subject to
material liabilities at such sites. The Company is a party to
certain legal proceedings incidental to its business, primarily
involving claims for personal injury or property damage arising
from the transportation of freight. The Company does not believe
that these legal proceedings, or any other claims or threatened
claims of which it is aware, are likely to materially and adversely
affect the Company's financial condition. With regard to personal
injury, property damage, workers' compensation claims, and cargo
claims, the Company is and has been covered by insurance. Such
matters may include claims for punitive damages. It is an open
open question in some jurisdictions in which the Company does
does business as to whether or not punitive damages awares are
covered by insurance.
The Company is a defendant in one additional litigation pending
in the Circuit Court of Jefferson County, Alabama. The case is
captioned Roy A. Reese v.Trism Specialized Carriers, Inc. and
Tri-State Motor Transit Co. It arises from a lease and consulting
agreement between the Company and plaintiff (Mr. Reese and his
wholly owned corporation) dated August 24, 1992. Plaintiff alleges
breach of contract, promissory fraud, conversion and conspiracy
conspiracy claims arising from the Company's termination of the
contract. He seeks compensatory and punitive damages. The Company
maintains that it properly terminated the contract because of
misrepresentations and non-performance by plaintiff and his
company, and has asserted certain counterclaims. The case was
tried in August 1996 and plaintiff was awarded $47,000 in rental
fees admitted by TRISM to be due for the use of plaintiff's
trailer equipment after cancellation of the original contract.
All other claims for damages were found in favor of the defendant
(TRISM). Plaintiff appealed to the Court of Civil Appeals of Alabama
and, on July 11, 1997, that court reversed the lower court ruling
and remanded the case for a new trial. Trism has filed an
Application for Rehearing, and is prepared to appeal to the
Alabama Supreme Court to protect the original jury verdict. The
Company believes that it will again prevail should a second trial
become necessary.
In addition to matters referred to above, the Company is a party
to certain additional lawsuits, none of which is believed to
involve a significant risk of materially and adversely affecting
the Company's financial condition.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The Private Securities Litigation Reform Act of 1995 provides
a "safe harbor" for forward looking statements. Certain statements
in this Form 10-Q include information that is forward looking,
such as the Company's opportunities to reduce overhead costs and
increase operational efficiency, its anticipated liquidity and
capital requirements and the results of legal proceedings. The
matters referred to in forward looking statements could be affected
by the risks and uncertainties involved in the Company's business.
Subsequent written and oral forward looking statements attributable to
the Company or persons acting on its behalf are expressly qualified in
their entirety by the cautionary statements in this paragraph. The
following discussion and analysis should be read in conjunction with the
Company's Consolidated Financial Statements and notes for the year ended
December 31, 1996 and period ended September 30, 1997.
Results of Operations
The following table sets forth the percentage change between periods
of certain revenue and expense items.
Three Months Ended Nine Months Ended
September 30 September 30
Percentage of Vari Vari
Revenue Basis: 1997 1996 ance 1997 1996 ance
Revenue 100.0% 100.0% - 100.0% 100.0% -
Operating Expenses:
Salaries, wages and
fringe benefits 35.4% 35.5% 0.1% 35.7% 36.4% 0.7%
Operating supplies
and expenses 14.4% 14.0% (0.%) 14.8% 14.8% -
Brokerage carrier
expenses 9.6% 8.8% (0.8%) 8.9% 8.2% (0.7%)
Operating taxes and
licenses 8.5% 9.0% 0.5% 8.8% 9.3% 0.5%
Depreciation and
amortization 6.0% 5.9% (0.1%) 5.9% 6.3% 0.4%
Contractor expenses 6.0% 5.4% (0.6%) 5.8% 6.3% 0.5%
General supplies and
expenses 5.1% 5.8% 0.7% 5.3% 5.7% 0.4%
Revenue equipment rents 4.6% 4.5% (0.1%) 4.7% 4.2% (0.5%)
Claims and insurance 3.8% 3.1% (0.7%) 3.7% 3.2% (0.5%)
Communication and
utilities 1.6% 1.8% 0.2% 1.6% 1.9% 0.3%
Restructuring charge - - - 1.3% - (1.3%)
Loss on sale of asset 0.4% 0.1% (0.3%) 0.3% - (0.3%)
Total Operating
Expenses 95.4% 93.9% (1.5%) 96.8% 96.3% (0.5%)
Income from operations 4.6% 6.1% (1.5%) 3.2% 3.7% (0.5%)
Interest and other, net 4.5% 4.5% - 4.7% 4.7% -
Income (loss) before
taxes 0.1% 1.6% (1.5%) (1.5%) (1.0%) (0.5%)
Income tax expense
(benefit) - 0.8% 0.8% (0.5%) (0.5%) -
Net earnings (loss) 0.1% 0.8% (0.7%) (1.0%) (0.5%) (0.5%)
<PAGE>
Operating Revenue
Operating revenue between periods includes the following (000's):
Quarter Ended September 30 NineMonths Ended September 30
1997 1996 1997 1996
Market
Heavy Haul $48,905 46,189 141,831 138,376
Secured 25,795 25,841 80,029 72,764
Transport 3,441 9,115 14,970 25,752
Logistics 3,424 1,175 9,264 4,078
Eliminations and Other (3,093) (2,154) (8,549) (8,536)
$78,472 80,166 237,545 232,434
Operating revenues decreased $1.7 million, or 2.1%, from the third
quarter 1996 to 1997 and increased $5.1 million, or 2.2% from the
nine month period ended 1996 to 1997. The loaded rate per mile
improved $.06 from 1996 to comparable periods in 1997 and the
loaded mile ratio improved .8% and 1.4% from the third quarter 1996
and nine month period ended September 1996, respectively.
Operating Income
Operating income between periods includes the following (000's):
Quarter Ended September 30 Nine Months Ended September 30
1997 1996 1997 1996
Market
Heavy Haul $3,009 3,577 8,854 8,760
Secured 980 2,291 5,984 3,131
Transport (544) (206) (1,995) (706)
Logistics 108 (91) 308 (149)
Restructuring charge - - (3,000) -
Over (under) allocation
of overhead 119 (714) (2,412) (2,356)
$3,672 4,857 7,739 8,680
<PAGE>
Operating income for the 1997 third quarter decreased 24.4% over
1996 and 10.8% for the nine months ended September 1997 compared
to 1996. The 1997 quarterly results were adversely impacted by
a lower than expected ratio of active tractor capacity to total
tractor capacity caused by a shortage of drivers which left
approximately 10% of the Company's tractor fleet idle. In
addition, Secured operating income was adversely impacted
primarily due to a change in the allocation of overhead of $.6
million and increased contractor costs of $.4 million.
As a result of driver retention issues, the Company was unable
to fully participate in the industry-wide surge in freight
demand. Although drivers are in short supply across the
trucking industry, the problem was particularly acute for the
Company in the third quarter and primarily related to the
organization-wide restructuring effort. The Company has engaged
an outside consultant and created a new Executive Vice President
of Operations position to shore up the recruiting effort. The
Company believes the process of improving to acceptable levels
the ratio of active tractor capacity to total tractor capacity
will take at least another 3 - 6 months.
The operating results in 1997 for the Company were primarily
driven by the improved performance at Secured offset by lower
results at Transport and the restructuring charge. The
improvement at Secured is primarily due to improved conditions
in the munitions, commercial explosives, and environmental
services markets.
Transport operating results continued to adversely affect the
Company's overall performance in 1997. As a result, the Company
has completely removed itself from this market and the remaining
administration and operations functions were consolidated into
Heavy Haul in October 1997.
Operating income results for 1997, before allocation of
overhead, is materially consistent with 1996 results for all
other markets.
Operating and Other Expenses
Salaries, wages and fringe benefits dropped .7% of revenue for
the nine month period ended September 1996 to the corresponding
periods in 1997. The improvement resulted from a reduction in
non-driver compensation for the 1997 quarter and nine month
period and leveraging these costs over a larger revenue base.
General supplies and expenses decreased 0.7% of revenue for the
three months ended September 30, 1996 to 1997, primarily due to
a decrease in travel and road driver expenditures of
approximately $.4 million.
Claims and insurance expenses increased .7% of revenue for the
three months ended September 30, 1997, as a result of an
increase in claim and self-insurance reserves.
<PAGE>
In February 1997, the Company announced an organizational
restructuring to consolidate certain sales, operations, and
administrative functions and reengineer business processes to
reduce overhead and increase operational efficiency. During the
first quarter of 1997, the Company recorded a $3 million charge
associated with the organizational restructuring.
Actual restructuring expenditures incurred through September 30,
1997, amounted to approximately $1.3 million for outside
consulting services, $.8 million for costs associated with the
termination of employees, and $.3 million in terminal facility
closure expenses.
The Company eliminated 97 full-time positions ("FTP") from the
first quarter 1997 through the third quarter 1997 as a result of
the restructuring effort. The foregoing headcount reduction, by
market, is Heavy Haul - 15 FTP; Secured - 26 FTP; Transport - 38
FTP; and, Other - 18 FTP.
The Company has slated 20 terminal facilities for closure; of
which, 10 facilities were closed through September 30, 1997.
Expenditures charged against the provision represent building
rent and certain selling and maintenance expenses incurred from
the first quarter through the actual closure / disposition date.
Interest expense is consistent in the 1996 and 1997 time periods
due to similar debt levels and terms.
The effective income tax rates for the third quarter and nine
months ended September 30, 1997, decreased from the
corresponding periods in 1996 due to the effect of non-
deductible items and projected operating results for the
remainder of the year.
Liquidity and Capital Resources
Net cash provided by operating activities amounted to $25.9
million in the nine months ended September 1997 as compared to
1996. This increase is primarily due to improved income from
operations and a decrease in accounts receivable created by an
improvement in the collection period.
In 1997, the Company repaid scheduled debt obligations of $12.1
million and reduced borrowings under the revolving credit
facility by $14.4 million. The Company received proceeds of
$17.4 million under certain sale-leaseback and long-term
borrowing arrangements which were used to refinance certain
outstanding indebtedness and purchase new equipment.
<PAGE>
The Company estimates 1997 capital expenditures of approximately
$21 million primarily related to the replacement of tractors and
trailers. Proceeds from the sale of the replaced equipment is
expected to approximate $5.3 million. The Company has financing
commitments for all of its anticipated capitalized expenditures.
The Company believes that it will be able to meet its on-going
capital requirements, scheduled principal payments and working
capital needs with cash flow from operations, availability under
its working capital facility, proceeds from the sale of
equipment and additional borrowing commitments. The Company
also has additional borrowing capacity supported by unencumbered
tangible assets.
On July 15, 1997, the Company refinanced the Facility with a $45.0
million credit line (the "Revolver"). The proceeds of the
Revolver were used to retire the Facility loan and are available
for the Company's working capital needs. The Revolver matures
July 15, 2000 and contains provisions for a letter of credit
subline of $15 million, bears interest at the Prime rate plus
.25% or LIBOR plus 2.25%, and is secured by accounts receivable.
The Revolver also includes certain covenants applicable once
availability under the Revolver falls below $8,000,000 for 10
consecutive days. Availability under the Revolver was
approximately $13 million at September 30, 1997, including a
reduction for outstanding letters of credit of approximately $10
million.
Accounting Pronouncements
In August 1997, the Financial Accounting Standards Board issued
SFAS No. 128, Earnings per Share (SFAS No. 128), which the
Company is required to adopt in 1997. SFAS No. 128 specifies
the computation, presentation and disclosure requirements for
earnings per share in order to be substantially similar to
International Accounting Standards. The adoption of SFAS No.
128 is not expected to have a material impact on the Company's
earnings per share or other per share disclosures.
<PAGE>
Year 2000 Software
The Company has considered the potential impact of the year 2000
to its computer systems. The year 2000 problem arises as a
result of the year being entered as a two digit number rather
than four to define the applicable year. In the Company's AIX
based operating environment all dates are converted to a five
digit number which is a count of the number of days since
December 31, 1969. Further, the system interprets all dates as a
future year rather than a prior year thus 2000 will not be
interpreted as 1900. The Company believes that this structure
eliminates any serious year 2000 problems. The Company plans a
full system test during calendar year 1998 and anticipates that
it will not be required to engage outside consultants to attain
compliance. Any costs associated with attaining compliance will
not be material.
Inflation and Fuel Costs
Inflation can be expected to have an impact on the Company's
earnings; however, the effect of inflation has been minimal over
the past three years. An extended period of inflation or
increase in fuel costs would adversely affect the Company's
results of operations without a corresponding freight rate
increase from customers.
The Company entered into short term fuel price contracts for the
actual delivery of fuel for the fourth Quarter of 1997 and the
first quarter of 1998. These contracts, which settle monthly,
fix the price of fuel for approximately 4.5 million gallons or
approximately 30% of the Company's estimated usage during these
periods.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Under Comprehensive Environmental Responses, Compensation and
Liability Act ("CERCLA") and similar state laws, a transporter
of hazardous substances may be liable for the costs of
responding to the release or threatened release of hazardous
substances from disposal sites if such transporter selected
the site for disposal. Because it is the Company's practice
not to select the sites where hazardous substances and wastes
will be disposed, the Company does not believe it will be
subject to material liability under CERCLA and similar laws.
Although the Company has been identified as a "potentially
responsible party" (PRP), solely because of its activities as
a transporter of hazardous substances, at two sites, the
Company does not believe it will be subject to material
liabilities at such sites.
The Company is a party to certain legal proceedings incidental
to its business, primarily involving claims for personal
injury or property damage arising from the transportation of
freight. The Company does not believe that these legal
proceedings, or any other claims or threatened claims of which
it is aware, are likely to materially and adversely affect the
Company's financial condition. With regard to personal
injury, property damage, workers' compensation claims, and
cargo claims, the Company is and has been covered by
insurance. Such matters may include claims for punitive
damages. It is an open question in some jurisdictions in
which the Company does business as to whether or not punitive
damages awards are covered by insurance.
The Company is a defendant in one additional litigation
pending in the Circuit Court of Jefferson County, Alabama.
The case is captioned Roy A. Reese v. Trism Specialized
Carriers, Inc. and Tri-State Motor Transit Co. It arises from
a lease and consulting agreement between the Company and
plaintiff (Mr. Reese and his wholly owned corporation) dated
August 24, 1992. Plaintiff alleges breach of contract,
promissory fraud, conversion and conspiracy claims arising
from the Company's termination of the contract. He seeks
compensatory and punitive damages. The Company maintains that
it properly terminated the contract because of
misrepresentations and non-performance by plaintiff and his
company, and has asserted certain counterclaims. The case was
tried in August 1996 and plaintiff was awarded $47,000 in
rental fees admitted by TRISM to be due for the use of
plaintiff's trailer equipment after cancellation of the
original contract. All other claims for damages were found in
favor of the defendant (TRISM).
Plaintiff appealed to the Court of Civil Appeals of Alabama
and, on July 11, 1997, that court reversed the lower court
ruling and remanded the case for a new trial. Trism has filed
an Application for Rehearing, and is prepared to appeal to the
Alabama Supreme Court to protect the original jury verdict.
The Company believes that it will again prevail should a
second trial become necessary.
In addition to matters referred to above, the Company is a party
to certain additional lawsuits, none of which is believed to
involve a significant risk of materially and adversely
affecting the Company's financial condition.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
The following exhibit is filed as part of this report
Designation Nature of Exhibit
11 Computation of earnings
per Common Share
B. Reports on Form 8-K
During the quarter covered by this report there were no
reports on Form 8-K filed.
Items 2, 3 and 5 of Part II were not applicable and have
been omitted.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
TRISM, INC.
By:/s/James M. Revie
James M. Revie
Director, Chairman of the
Board and Chief Executive
Officer
By:/s/James G. Overley
James G. Overley
Senior Vice President of
Finance, Chief Financial
Officer and Treasurer
Date:November 14, 1997
<PAGE>
TRISM, INC.
Exhibit Index
Page
Exhibit Number Description Number
11 Computation of earnings per common share 15
<PAGE>
EXHIBIT 11
TRISM, INC.
COMPUTATION OF EARNINGS PER COMMON SHARE
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended Nine Months Ended
September 30 September 30
1997 1996 1997 1996
Net earnings (loss) $ 146 $ 614 $(2,363) $(1,077)
Weighted average number of shares
Primary:
Average common
shares outstanding 5,737 5,733 5,737 5,733
Common share
equivalents resulting
from assumed exercise
of stock options - 1 - 1
5,737 5,734 5,737 5,734
Fully diluted:
Average common shares
outstanding 5,737 5,733 5,737 5,733
Common share
equivalents resulting
from assumed exercise
of stock options - 1 - 1
5,737 5,734 5,737 5,734
Earnings (loss) per common share:
Primary $ .03 $ .11 $(.41) $(.19)
Fully Diluted $ .03 $ .11 $(.41) $(.19)
Primary earnings (loss) per common share are computed by dividing net
income (loss), after deduction of undeclared dividends on redeemable
preferred stock, by the weighted average number of common shares and
common share equivalents outstanding during each presented period.
Commons share equivalents are computed using th treasuuy stock method.
Under the treasury stock method, an average market price is used to
determine the number of common share equivalents for primary earnings
(loss) per common share. The higher of the average or the end of
period market price is used to determine the number of common share
equivalents for fully diluted earnings (loss) per common share.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 9,920
<SECURITIES> 0
<RECEIVABLES> 48,696
<ALLOWANCES> 700
<INVENTORY> 1,664
<CURRENT-ASSETS> 86,692
<PP&E> 175,226
<DEPRECIATION> 59,202
<TOTAL-ASSETS> 224,989
<CURRENT-LIABILITIES> 54,934
<BONDS> 133,203
0
0
<COMMON> 59
<OTHER-SE> 26,328
<TOTAL-LIABILITY-AND-EQUITY> 224,989
<SALES> 0
<TOTAL-REVENUES> 78,472
<CGS> 0
<TOTAL-COSTS> 74,800
<OTHER-EXPENSES> (199)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,754
<INCOME-PRETAX> 117
<INCOME-TAX> (29)
<INCOME-CONTINUING> 146
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 146
<EPS-PRIMARY> .03
<EPS-DILUTED> .03
</TABLE>
