<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended Commission file number
JUNE 30, 1997 0-24806
U.S. XPRESS ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 62-1378182
(State or other jurisdiction of (I.R.S. employer identification no.)
Incorporation or organization)
2931 SOUTH MARKET STREET
CHATTANOOGA, TENNESSEE 37410 (423) 697-7377
(Address of principal executive (Zip Code) (Registrant's telephone no.)
offices)
--------------------------------------
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 June 30, 1997, 9,077,007 shares of the registrant's Class A common
stock, par value $.01 per share, and 3,040,262 shares of Class B common stock,
par value $.01 per share, were outstanding.
<PAGE>
U.S. XPRESS ENTERPRISES, INC.
INDEX
PAGE NO.
--------
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements................. 3
- -------
Consolidated Statements of Operations
for the Three Months Ended
June 30, 1997 and 1996............................ 4
Consolidated Balance Sheets as of
June 30, 1997 and March 31, 1997.................. 5
Consolidated Statements of Cash Flows for the
Three Months Ended June 30, 1997 and 1996......... 7
Notes to Consolidated Financial Statements........ 8
Item 2. Management's Discussion and Analysis
- --------- of Financial Condition and Results of
Operations........................................ 11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.................. 19
- ------
SIGNATURES................................................... 20
2
<PAGE>
U.S. XPRESS ENTERPRISES, INC.
PART I
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
The interim consolidated financial statements contained herein reflect
all adjustments which, in the opinion of management, are necessary for a fair
statement of the financial condition and results of operations for the periods
presented. They have been prepared by the Company, without audit, in accordance
with the instructions to Form 10-Q and the rules and regulations of the
Securities and Exchange Commission and do not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
Operating results for the three months ended June 30, 1997 are not
necessarily indicative of the results that may be expected for the year ending
March 31, 1998. In the opinion of management, all adjustments necessary for a
fair presentation of such financial statements have been included. Such
adjustments consisted only of items that are of a normal recurring nature.
These interim consolidated financial statements should be read in
conjunction with the Company's latest annual consolidated financial statements
(which are included in the Company's Form 10-K for the fiscal year ended March
31, 1997 filed with the Securities and Exchange Commission on June 25, 1997).
3
<PAGE>
U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(Unaudited)
THREE MONTHS ENDED
JUNE 30,
----------------------------
1997 1996
------- -------
OPERATING REVENUE $107,933 $87,817
-------- -------
OPERATING EXPENSES:
Salaries, Wages and Employee Benefits,
Including Contract Wages 43,758 36,208
Fuel and Fuel Taxes 16,450 14,351
Vehicle Rents 7,224 4,706
Depreciation & Amortization 3,172 4,316
Purchased Transportation 8,843 6,394
Operating Expense & Supplies 6,926 6,119
Insurance Premiums & Claims 3,550 4,289
Operating Taxes & Licenses 1,700 1,453
Communications & Utilities 1,874 1,547
Cost of Installation Supplies Sold 1,839 2,191
Building Rental 1,446 1,192
Bad Debt Expense 304 208
General & Other Operating 3,461 2,655
Gain on Sale of Equipment (649) (53)
------ ------
Total Operating Expenses 99,898 85,576
------ ------
INCOME FROM OPERATIONS 8,035 2,241
------ ------
OTHER INCOME AND (EXPENSES):
Interest Expense (1,582) (1,352)
Other Income 11 7
------ -----
(1,571) (1,345)
------ -------
INCOME BEFORE INCOME TAX PROVISION 6,464 896
INCOME TAX PROVISION (2,585) (344)
----- ----
NET INCOME $ 3,879 $ 552
-------- --------
EARNINGS PER COMMON SHARE $ 0.32 $ 0.05
-------- -------
WEIGHTED AVERAGE COMMON SHARES
AND COMMON SHARE EQUIVALENTS OUTSTANDING 12,221 12,135
-------- ------
(See accompanying Notes to Consolidated Financial Statements)
4
<PAGE>
U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
ASSETS JUNE 30, 1997 MARCH 31, 1997
- ------------------------------------------- ------------- --------------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 5,270 $ 5,092
Customer receivables, net of allowance 60,307 50,056
Other receivables 2,284 3,969
Prepaid insurance and licenses 2,936 3,853
Operating and Installation supplies 4,308 4,904
Deferred income taxes 4,443 4,443
Other current assets 664 719
------- ------
Total current assets 80,212 73,036
------- ------
PROPERTY AND EQUIPMENT, AT COST:
Land and buildings 5,955 2,717
Revenue and service equipment 114,322 112,076
Furniture and equipment 12,394 11,265
Leasehold improvements 10,140 7,619
-------- --------
142,811 133,677
Less accumulated depreciation and
amortization (41,937) (39,803)
--------- ---------
Net property and equipment 100,874 93,874
-------- ---------
OTHER ASSETS:
Goodwill, net 12,813 7,700
Other 4,688 3,474
------- --------
Total other assets 17,501 11,174
------- ---------
TOTAL ASSETS $198,587 $178,084
======== ========
(See accompanying Notes to Consolidated Financial Statements)
5
<PAGE>
U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY JUNE 30, 1997 MARCH 31, 1997
------------- ---------------
(Unaudited)
CURRENT LIABILITIES:
Accounts payable $ 9,912 $ 8,708
Accrued wages and benefits 5,723 5,086
Claims and insurance accruals 7,714 9,601
Other accrued liabilities 5,472 2,804
Current maturities of long-term debt 12,666 13,008
--------- ---------
Total current liabilities 41,487 39,207
--------- ---------
LONG-TERM DEBT, NET OF CURRENT MATURITIES 73,067 59,318
--------- ---------
DEFERRED INCOME TAXES 14,543 14,543
--------- ---------
OTHER LONG-TERM LIABILITIES 2,279 1,854
--------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, 2,000,000
shares authorized, no shares issued - -
Common stock Class A, $.01 par value,
30,000,000 shares authorized, 9,077,007 and
9,046,044 shares issued and
outstanding at June 30, 1997 and
March 31, 1997, respectively 90 90
Common stock Class B, $.01 par value,
7,500,000 shares authorized, 3,040,262
shares issued and outstanding at
June 30, 1997 and March 31, 1997 30 30
Additional paid-in capital 34,002 33,832
Retained earnings 33,322 29,443
Notes receivable from stockholders (233) (233)
--------- ---------
Total stockholders' equity 67,211 63,162
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 198,587 $ 178,084
========= =========
(See accompanying Notes to Consolidated Financial Statements)
6
<PAGE>
U.S. XPRESS ENTERPRISES AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(Unaudited)
THREE MONTHS ENDED
JUNE 30,
-------------------------
1997 1996
-------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 3,879 $ 552
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities:
Depreciation & Amortization 3,172 4,316
Gain on sale of equipment (649) (53)
Change in receivables (5,361) (7,394)
Change in prepaid insurance 1,379 2,415
Change in operating supplies 634 82
Change in other assets (243) (140)
Change in accounts payable and other
accrued liabilities (285) 1,194
Change in accrued wages and benefits 593 (1,424)
Other 2 4
-------- -------
Net cash provided by (used in)
operating activities 3,121 (448)
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for purchase of property
and equipment (3,912) (5,291)
Proceeds from sales of property
and equipment 7,414 1,086
Acquisition of businesses,
net of cash acquired (4,990) -
-------- -------
Net cash used in investing activities (1,488) (4,205)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowing under lines of credit 2,000 3,000
Payment of long-term debt (21,212) (3,420)
Borrowings under long-term debt 17,590 2,225
Proceeds from exercise of stock
options 168 -
Decrease in other liabilities - (736)
-------- -------
Net cash provided by (used in)
financing activities (1,454) 1,069
-------- -------
NET INCREASE (DECREASE) IN CASH 179 (3,584)
CASH, beginning of period 5,091 4,378
------- -------
CASH, end of period $ 5,270 $ 794
======= =======
Cash paid during the period for
interest $ 1,509 $ 1,514
------- -------
Cash paid during the period for
income taxes $ 1,161 $ 142
======= =======
(See accompanying Notes to Consolidated Financial Statements)
7
<PAGE>
U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION AND OPERATIONS
U.S. Xpress Enterprises, Inc. ("Enterprises" or the "Company") is a holding
company which operates primarily through three wholly-owned subsidiaries: U.S.
Xpress, Inc. ("U.S. Xpress"), a national truckload carrier that provides
time-definite and expedited services in the United States, Canada and Mexico,
regional truckload services in the Western and Southeastern United States and
logistics services that specialize in serving air cargo shippers; CSI/Crown,
Inc. ("CSI/Crown") which provides logistics services to the floorcovering
industry, including freight consolidation, transportation, warehousing services
and installation supplies; and JTI, Inc.("JTI"), a regional truckload carrier
serving primarily a 24-state region in the Midwest and South.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company
and its subsidiaries. All significant intercompany transactions and accounts
have been eliminated.
PROPERTY AND EQUIPMENT
Depreciation and amortization of property and equipment is computed using
the straight-line method for financial reporting purposes and accelerated
methods for tax purposes over the estimated useful lives of the related assets
(net of salvage value) as follows:
Buildings........................................ 10-30 years
Revenue and service equipment.................... 3-8 years
Furniture and equipment.......................... 3-7 years
Leasehold improvements........................... 5-6 years
Upon the retirement of property and equipment, the related asset cost and
accumulated depreciation are removed from the accounts and any gain or loss is
reflected in the Company's statement of operations, with the exception of gains
on trade-ins, which are included in the basis of the new asset.
INCOME TAXES
Income taxes are accounted for using the provisions of Statement of
Financial Accounting Standards No. 109 ("SFAS No. 109"), "Accounting for Income
Taxes". Under SFAS No. 109, deferred tax assets and liabilities are computed
based on the difference between the financial statement and income tax basis of
assets and liabilities using the enacted marginal tax rate. Deferred income tax
expenses or credits are based on the changes in the asset or liability from
period to period.
8
<PAGE>
U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
CONTRACT WAGES
Prior to August 1996, the Company leased a substantial portion of its
personnel, including drivers, from an independent personnel leasing company.
Under the lease agreements, the Company paid a contracted amount per person and
the personnel leasing company had the responsibility for payroll, unemployment
insurance and workers' compensation claims. In August 1996, the lease
agreements with the independent personnel leasing company were terminated and
the personnel previously leased under these agreements became employees of the
Company. Effective January 1, 1997, the Company entered into an agreement with
Employee Solutions, Inc. ("ESI"). ESI coordinates the processing and
administration of the Company's payroll, including tax reporting, group health
benefits and worker's compensation.
EARNINGS PER SHARE
Earnings per share is computed based on the weighted average number of
common shares outstanding plus the dilutive effect of outstanding common stock
options.
RECLASSIFICATIONS
Certain reclassifications have been made in the fiscal 1997 financial
statements to conform with the fiscal 1998 presentation.
3. COMMITMENTS AND CONTINGENCIES
The Company is party to certain legal proceedings incidental to its
business. The ultimate disposition of these matters, in the opinion of
management, based in part on the advice of legal counsel, will not have a
material adverse effect on the Company's financial position or results of
operations.
The Company has letters of credit of $3,055,000 outstanding at June 30,
1997. The letters of credit are maintained primarily to support the Company's
insurance program.
4. DEBT
The Company has an unsecured credit agreement (the "Credit Agreement") with
a group of banks. The Credit Agreement operates as a revolving credit facility
until November 1997, at which time it will convert to a three year installment
loan, if not extended or renewed.
Borrowings (including letters of credit) under the Credit Agreement are
limited to the lesser of: (a) 90% of the book value of eligible revenue
equipment plus 85% of eligible accounts receivable; or (b) $50,000,000. At June
30, 1997, $12.5 million was unused and available to the Company under the Credit
Agreement.
9
<PAGE>
The Credit Agreement contains a number of covenants that limit, among other
things, the payment of dividends, the incurrence of additional debt, and the
pledge of assets as security for other indebtedness. The Credit Agreement also
requires the Company to meet certain financial tests, including a minimum amount
of tangible net worth, a minimum fixed charge coverage and a maximum amount of
leverage. The Company was in compliance with these covenants during the period
ended June 30, 1997.
5. ACQUISITION OF ROSEDALE TRANSPORT AND JTI, INC.
The Company completed its acquisition of JTI on April 30, 1997. The
Company paid cash for JTI in a transaction accounted for as a purchase. The
Company also acquired certain assets from Rosedale Transport, Inc. ("Rosedale")
on April 1, 1997. Accordingly, the results of operations of JTI and Rosedale are
included in the Consolidated Statements of Operations from the date of
acquisition. The pro forma effect of these transactions on prior period
financial statements is not significant.
6. HEDGING
The Company has only limited involvement with derivative financial
instruments and does not use them for trading purposes. They are periodically
used to hedge the effects of fluctuations in the price of fuel. The resulting
gains or losses are accounted for as a decrease or increase in fuel expense in
the period the fuel is purchased. At June 30, 1997, the Company had commitments
to purchase approximately 500,000 gallons of fuel a month through April 1998.
The fair value of the fuel contracts are not significant. The Company is exposed
to fuel hedging transaction losses in the event of nonperformance by
counterparties, but management does not expect any counterparty to fail to meet
its obligations.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company provides transportation and logistics services throughout the
United States and in parts of Canada and Mexico, specializing in time-definite
and expedited longhaul and regional truckload services. U.S. Xpress provides
time-definite and expedited longhaul and regional truckload services, as well as
transportation and logistics services to the air freight industry. CSI/Crown is
the leader in providing logistics services to manufacturers and retailers in the
floorcovering industry. JTI provides regional truckload carrier services in the
Midwest.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the components
of the consolidated statements of income expressed as a percentage of operating
revenue:
THREE MONTHS ENDED
JUNE 30,
----------------------
1997 1996
---------- ---------
OPERATING REVENUE 100.0 % 100.0 %
------- -------
OPERATING EXPENSES:
Salaries, Wages and Employee Benefits,
Including Contract Wages 40.6 41.2
Fuel and Fuel Taxes 15.3 16.3
Vehicle Rents 6.7 5.4
Depreciation & Amortization 2.9 4.9
Purchased Transportation 8.2 7.3
Operating Expense & Supplies 6.4 7.0
Insurance Premiums & Claims 3.3 4.9
Operating Taxes & Licenses 1.6 1.7
Communications & Utilities 1.7 1.8
Cost of Installation Supplies Sold 1.7 2.5
Building Rental 1.3 1.4
Bad Debt Expense 0.3 0.2
General & Other Operating 3.2 3.0
Gain on Sale of Equipment (0.6) (0.1)
------ -----
Total Operating Expenses 92.6 97.5
------ -----
INCOME FROM OPERATIONS 7.4 2.5
------ -----
OTHER INCOME AND (EXPENSES):
Interest Expense, net (1.4) (1.5)
Other Income - -
------ -----
(1.4) (1.5)
------ -----
INCOME BEFORE INCOME TAX PROVISION 6.0 1.0
INCOME TAX PROVISION (2.4) (0.4)
------ -----
NET INCOME 3.6 % 0.6 %
------ -----
11
<PAGE>
COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 1997 TO THE
THREE MONTHS ENDED JUNE 30, 1996
Operating revenue during the three month period ended June 30, 1997
increased $20.1 million, or 22.9%, to $107.9 million, compared to $87.8 million
during the same period in fiscal 1997. This increase resulted partially from the
first quarter acquisition of JTI and Rosedale, which together contributed
approximately $7.0 million of the $20.1 million increase. U.S. Xpress linehaul
operations contributed $10.4 million to the increase due to increased revenue
miles.
Operating expenses represented 92.6% of operating revenue for the three
months ended June 30, 1997, compared to 97.5% during the same period in fiscal
1997.
Salaries, wages and employee benefits as a percentage of operating revenue
were 40.6% during the three months ended June 30, 1997, compared to 41.2% during
the same period in fiscal 1997. This decrease is a result of increased use of
owner-operators from the acquisition of JTI and increased use of outside
linehaul carriers from the acquisition of Rosedale. All owner-operator expenses
and purchased linehaul services are reflected as purchased transportation.
Fuel and fuel taxes as a percentage of operating revenue were 15.3% during
the three months ended June 30, 1997, compared to 16.3% during the same period
in fiscal 1997. This decrease was primarily attributable to a 4.7 decrease in
average price per gallon, and a 3.1% increase in the average miles per gallon.
The percentage decrease was mitigated by logistics and non-transportation
revenue of $5.9 million during the three months ended June 30, 1997, compared to
$5.6 million during the same period in fiscal 1997. As a percentage of operating
revenue, excluding logistics and non-transportation revenue, fuel and fuel taxes
were 16.1% during the three months ended June 30, 1997, compared to 17.5% during
the same period in fiscal 1997. The Company's exposure to increases in fuel
prices is managed by fuel surcharges to its customers and, on a limited basis,
by hedges against fluctuations in fuel prices.
Vehicle rents as a percentage of operating revenue was 6.7% during the
three months ended June 30 1997, compared to 5.4% during the same period in
fiscal 1997. Depreciation and amortization as a percentage of operating revenue
was 2.9% for the three months ended June 30, 1997, compared to 4.9% during the
same period in fiscal 1997. Overall, as a percentage of operating revenue,
vehicle rents and depreciation were 9.6% during the three months ended June 30,
1997, compared to 10.3% during the same period in fiscal 1997. As a percentage
of operating revenue, excluding logistics and non-transportation revenue,
vehicle rents and depreciation were 10.2% during the three months ended June 30,
1997, compared to 11.0% during the same period in fiscal 1997. The Company
expects that depreciation expense will continue to be a lower percentage of
operating revenue and vehicle rent will be a higher percentage of operating
revenue as the Company is finding it more advantageous to lease, rather than
purchase, revenue equipment at this time.
Purchased transportation as a percentage of operating revenue was 8.2%
during the three months ended June 30, 1997, compared to 7.3% during the same
period in fiscal 1997. This increase resulted primarily from increased third
party transportation purchases by CSI/Crown, due in part from the acquisition of
Rosedale in April 1997 and increased owner-operator expenses from the May 1997
acquisition of JTI.
Operating expenses and supplies as a percentage of operating revenue were
6.4% during the three months ended June 30, 1997, compared to 7.0% during the
same period in fiscal 1997. This decrease was due primarily to reductions in
maintenance expenses and the increased use of owner-operators after the
acquisition of JTI.
12
<PAGE>
Insurance premiums and claims as a percentage of operating revenue were
3.3% during the three months ended June 30, 1997, compared to 4.9% during the
same period in fisal 1997. This decrease was primarily due to obtaining new
insurance policies in late fiscal 1997 at rates more favorable to the Company.
Cost of installation supplies sold during the three months ended June 30,
1997 were $1.8 million, compared to $2.2 million during the same period in
fiscal 1997. This decrease was due to a decrease in installation supplies sold
to $2.4 million during the three months ended June 30, 1997, compared to $2.9
million during the same period in fiscal 1997.
Income from operations for the three months ended June 30, 1997 increased
$5.8 million, or 258.5%, to $8.0 million from $2.2 million during the same
period in fiscal 1997. As a percentage of operating revenue, income from
operations was 7.4% in 1997, compared to 2.5% in fiscal 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity during the three month period
ended June 30, 1997 were funds provided by operations, borrowings under long-
term debt facilities, lines of credit and proceeds from the sale of used
property and equipment. At June 30, 1997, the Company had in place a $50
million credit facility with a group of banks with a weighted average interest
rate of 7.18%, of which $12.5 million was available for borrowing. In the
remainder of fiscal 1998, the Company's primary sources of liquidity are
expected to be funds from operations, borrowings under lines of credit and
borrowings under installment notes payable.
Cash generated from operations was $3.1 million during the first quarter of
fiscal 1998, compared to a use of $0.5 million during the same period of fiscal
1997. Net cash used in investment activities was $1.5 million in the first
quarter of fiscal 1998, compared to $4.2 million during the same period of
fiscal 1997. Of the cash used in investment activities, $3.9 million was used
to acquire additional property and equipment in the first quarter of fiscal
1998. The Company anticipates that expenditures (net of trade-ins) for the
acquisition of revenue equipment will be approximately $68 million in fiscal
1998 and will be either acquired by purchases or financed through operating
leases. The Company used $5.0 million in the acquisition of JTI and Rosedale in
the first quarter of fiscal 1998.
Net cash used for financing activities was $1.5 million in the first
quarter of fiscal 1998, compared to $1.1 million provided by financing
activities during the same period of fiscal 1997. Net repayments under lines of
credit and long-term debt were $1.6 million in the first quarter of fiscal 1998,
compared to net borrowings of $1.8 million during the same period of fiscal
1997. Borrowings under long-term debt during the first three months of fiscal
1998 were $17.6 million, compared to $2.2 million during the same period of
fiscal 1997. Payments of long-term debt during the first quarter of fiscal 1998
were $21.2 million, compared to $3.4 million during the same period of fiscal
1997. Increased borrowings and payments of long-term debt resulted primarily
from the refinancing of high interest rate loans assumed by the Company in its
acquisition of JTI.
13
<PAGE>
In June, 1997, the Company entered into a $10 million loan and security
agreement maturing July 1, 2001, the proceeds of which were used to repay
indebtedness under the revolving line of credit. The note is collateralized by
certain property and equipment.
Management believes that funds provided by operations and from borrowings
under lines of credit will be sufficient to fund its cash needs and anticipated
capital expenditures through at least the next twelve months.
This Form 10-Q contains certain forward looking information that is
subject to certain risks and uncertainties that could cause actual results to
differ materially from those projected. Without limitation, these risks and
uncertainties include economic recessions or downturns in customers' business
cycles, excessive increases in capacity within the truckload markets, decreased
demand of transportation services offered by the Company, rapid fluctuations in
fuel pricing or availability, increases in interest rates, and the availability
of qualified drivers. Readers are urged to carefully review and consider the
various disclosures made by the Company in this Form 10-Q and in the Company's
Form 10-K for the year ended March 31, 1997.
14
<PAGE>
U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No reports on Form 8-K were filed during
the quarter for which this report is filed.
15
<PAGE>
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.
U.S. XPRESS ENTERPRISES, INC.
(REGISTRANT)
DATE: AUGUST 14, 1997 BY: /s/ Patrick E. Quinn
--------------- -----------------------
PATRICK E. QUINN
PRESIDENT
DATE: AUGUST 14, 1997 BY: /s/ Ray M. Harlin
--------------- ----------------------
RAY M. HARLIN
PRINCIPAL FINANCIAL OFFICER
16
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<PAGE>
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<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 5,270
<SECURITIES> 0
<RECEIVABLES> 60,307
<ALLOWANCES> 0
<INVENTORY> 4,308
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<PP&E> 142,811
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<BONDS> 0<F1>
0
0
<COMMON> 120
<OTHER-SE> 67,091
<TOTAL-LIABILITY-AND-EQUITY> 198,587
<SALES> 0
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<CGS> 0
<TOTAL-COSTS> 99,594
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