PST VANS INC
10-Q, 1997-11-18
TRUCKING (NO LOCAL)
Previous: FIRST FEDERAL BANCORPORATION /MN/, SC 13D, 1997-11-18
Next: ADVANCED UROSCIENCE INC, SB-2/A, 1997-11-18




                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

     [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
                           Commission File No. 0-25506

     [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

                                 PST VANS, INC.
             (Exact name of registrant as specified in this charter)


            Utah                                                87-0411704
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                              1901 West 2100 South
                            Salt Lake City, UT 84119
                    (Address of Principal Executive Offices)
                                   (Zip Code)

Registrant's telephone number, including area code: 801-975-2500

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
                             -----------     -----------

The number of shares outstanding of Registrant=s  Common Stock, par value $0.001
per share, as of October 31, 1997, was 4,239,945 shares.

<PAGE>

                                 PST VANS, INC.

                                      INDEX


PART I, FINANCIAL INFORMATION
                                                                            Page
                                                                          Number
                                                                          ------
Item 1.  Financial Statements

     Condensed Balance Sheets as of September 30, 1997
     (unaudited) and December 31, 1996.......................................  1

     Condensed Statements of Operations (unaudited) for
     the Three and Nine Months periods ended September 30, 1997
     and September 30, 1996..................................................  2

     Condensed Statements of Cash Flows (unaudited) for the
     Nine Month periods ended September 30, 1997 and September 30,
     1996....................................................................  3

     Notes to Condensed Financial Statements.................................  5

Item 2.  Management's Discussion and Analysis of Financial
     Condition and Results of Operations.....................................  6

PART II, OTHER INFORMATION

Item 1.  Legal Proceedings...................................................  *

Item 2.  Changes in Securities...............................................  *

Item 3.  Defaults Upon Senior Securities.....................................  *

Item 4.  Submission of Matters to a Vote of Security Holders.................  *

Item 5.  Other Information...................................................  *

Item 6.  Exhibits and Reports on Form 8-K.................................... 10



*No Information Submitted Under This Caption
<PAGE>

<TABLE>

                                 PST VANS, INC.
                            CONDENSED BALANCE SHEETS

                                     ASSETS
<CAPTION>

                                                     September 30,    December 31,
                                                         1997             1996
                                                     ------------     -----------
                                                      (unaudited)
CURRENT ASSETS:
<S>                                                  <C>             <C>         
     Cash                                            $  2,019,640    $  4,098,361
     Receivables, net                                  16,984,814      14,607,292
     Prepaid expenses and other                         3,149,370       3,258,669
     Inventories and operating supplies                   631,661         689,875
     Deposits                                             362,535         353,437
                                                     ------------    ------------
               Total current assets                    23,148,020      23,007,634
                                                     ------------    ------------
PROPERTY AND EQUIPMENT, net                            48,711,706      58,116,763

GOODWILL, net                                           8,408,178       8,612,150

OTHER ASSETS, net                                         325,635         523,539
                                                     ------------    ------------

     TOTAL ASSETS                                    $ 80,593,539    $ 90,260,086
                                                     ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Line of Credit                                  $  5,309,805    $          0
     Current portion of long-term obligations           1,188,602       1,388,581
     Current portion of capitalized lease
      obligations                                      23,969,432      18,708,614
     Accounts payable                                   4,053,565       4,140,985
     Current portion of accrued claims payable          4,817,840       5,456,316
     Accrued liabilities                                3,464,735       2,469,915
                                                     ------------    ------------
          Total current liabilities                    42,803,979      32,164,411
                                                     ------------    ------------
LONG-TERM ACCRUED CLAIMS PAYABLE,
     net of current portion                             1,638,691       1,429,227
                                                     ------------    ------------

LONG-TERM OBLIGATIONS, net of current portion           2,177,926       1,986,214
                                                     ------------    ------------                 
CAPITALIZED LEASE OBLIGATIONS,
     net of current portion                            16,957,334      32,907,995
                                                     ------------    ------------
STOCKHOLDER'S EQUITY:
     Common stock                                           4,240           4,217
     Additional paid-in capital                        49,828,247      49,759,238
     Accumulated deficit                              (32,816,878)    (27,991,216)
                                                     ------------    ------------
          Total stockholders' equity                   17,015,609      21,772,239
                                                     ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY           $ 80,593,539    $ 90,260,086
                                                     ============    ============

</TABLE>




            See accompanying notes to condensed financial statements


                                       1
<PAGE>

<TABLE>

                                 PST VANS, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (unaudited)
<CAPTION>

                                                      Three Months Ended                Nine Months Ended        
                                                ------------------------------    ------------------------------
                                                September 30,    September 30,    September 30,    September 30,
                                                    1997             1996             1997             1996
                                                -------------    -------------    -------------    -------------
<S>                                             <C>              <C>              <C>              <C>          
REVENUES                                        $  35,760,263    $  36,297,413    $ 105,596,782    $ 110,961,630
                                                -------------    -------------    -------------    -------------
COST AND EXPENSES:
     Salaries, wages and benefits                  11,073,127       10,820,348       32,573,589       32,860,728
     Purchased transportation                     166,130,358        7,779,282       18,980,948       24,908,947
     Fuel and fuel taxes                            5,420,846        5,114,328       16,315,505       15,428,120
     Depreciation and amortization                  3,002,657        3,263,477        9,164,195        9,950,253
     Insurance and claims                           3,944,489        1,894,238        8,979,185        7,110,398
     Revenue equipment lease expense                1,970,832        1,837,571        5,556,919        6,064,963
     Maintenance                                    2,387,938        2,032,899        6,208,561        5,717,257
     General supplies and expense                   1,810,090        1,374,371        4,513,179        4,239,349
     Taxes and licenses                               734,301          793,971        2,154,247        2,549,636
     Communications and utilities                     726,013          831,492        2,248,339        2,577,582
     Amortization of goodwill                          67,991           67,991          203,972          203,972
     (Gain) Loss on disposition
       of assets                                      303,597         (329,678)         273,236       (1,585,561)
                                                -------------    -------------    -------------    -------------

                                                   37,572,239       35,480,290      107,171,875      110,025,644
                                                -------------    -------------    -------------    -------------

OPERATING INCOME (LOSS)                            (1,811,976)         817,123       (1,575,093)         935,986
                                                -------------    -------------    -------------    -------------

OTHER INCOME (EXPENSES):
     Interest expense                              (1,144,038)      (1,188,172)      (3,347,916)      (3,845,904)
     Other income (expense)                            55,698           24,222           97,347          114,638
                                                -------------    -------------    -------------    -------------
                                                   (1,088,340)      (1,163,950)      (3,250,569)      (3,731,266)
                                                -------------    -------------    -------------    -------------
LOSS BEFORE
     PROVISION FOR INCOME TAXES                    (2,900,316)        (346,827)      (4,825,662)      (2,795,280)

PROVISION FOR INCOME TAXES                                 --               --               --               --
                                                -------------    -------------    -------------    -------------

NET LOSS                                        $  (2,900,316)   $    (346,827)   $  (4,825,662)   $  (2,795,280)
                                                =============    =============    =============    =============

NET LOSS PER COMMON SHARE                       $       (0.68)   $       (0.08)   $       (1.14)   $       (0.66)
                                                -------------    -------------    -------------    -------------

WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING                                    4,239,945        4,212,862        4,231,299        4,210,568
                                                -------------    -------------    -------------    -------------
</TABLE>




         See accompanying notes to condensed financial statements

                                       2
<PAGE>

<TABLE>
                                 PST VANS, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<CAPTION>

                                                                     Nine Months Ended September 30,
                                                                     -------------------------------
                                                                           1997            1996
                                                                     --------------   --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                   <C>             <C>          
     Net loss                                                         $ (4,825,662)   $ (2,795,280)
     Adjustments to reconcile net loss to net
       cash provided by operating activities -
          Depreciation and amortization                                  9,368,167      10,154,225
          Provision for losses on accounts receivable                      766,848         960,687
          (Gain) loss on sale of property and equipment                    273,236      (1,585,561)
          Increase in receivables                                       (3,144,370)       (816,945)
          Increase in deposits                                              (9,098)       (448,923)
          Decrease in prepaid and other expenses                           109,453         564,862
          Decrease (increase) in inventories and operating supplies         58,061         (12,772)
          Decrease in other assets, net                                    197,903         227,019
          Increase (decrease) in accounts payable                          (87,420)        128,937
          Increase (decrease) in accrued claims payable                   (429,012)        332,506
          Increase (decrease) in accrued liabilities                       394,821        (477,484)
                                                                      ------------    ------------
     Total adjustments                                                   7,498,589       9,026,551
                                                                      ------------    ------------
     Net cash flows provided by operating activities                     2,672,927       6,231,271
                                                                      ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of property and equipment                              (2,384,482)     (1,149,741)
     Proceeds from sale of property and equipment                        2,888,297       4,097,996
                                                                      ------------    ------------
     Net cash flows provided by investing
       activities                                                          503,815       2,948,255
                                                                      ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Increase in line of credit                                          5,309,805              --
     Proceeds from long-term debt                                        1,597,325              --
     Principal payments on long-term obligations                        (1,541,782)     (1,342,610)
     Principal payments on capitalized lease obligations               (10,689,843)     (8,024,856)
     Proceeds from issuance of common stock, net                            69,032          27,970
                                                                      ------------    ------------
     Net cash flows used in
       financing activities                                             (5,255,463)     (9,339,496)
                                                                      ------------    ------------

NET DECREASE IN CASH                                                    (2,078,721)       (159,970)

CASH AT BEGINNING OF PERIOD                                              4,098,361       4,249,981
                                                                      ------------    ------------

CASH AT END OF PERIOD                                                 $  2,019,640    $  4,090,011
                                                                      ============    ============
</TABLE>

         See accompanying notes to condensed financial statements

                                       3
<PAGE>

                                 PST VANS, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                                 Nine Months Ended September 30,
                                                 -------------------------------
                                                     1997             1996
                                                 -------------    --------------
SUPPLEMENTAL DISCLOSURES OF CASH
    FLOW INFORMATION:
          Cash paid for -
          Interest                                $  3,410,232    $  3,875,478
          Income taxes                                  35,633          85,395

SUPPLEMENTAL SCHEDULE OF NONCASH
    INVESTING AND FINANCING ACTIVITIES:
          Equipment disposed of as satisfaction
            of capitalized lease obligations      $    932,690              --



























         See accompanying notes to condensed financial statements



                                       4
<PAGE>

                                 PST VANS, INC.

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 1.    Financial Information:

The  accompanying  condensed  financial  statements  included  herein  have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange  Commission.  Certain  information  and  disclosures
normally included in financial  statements prepared in accordance with generally
accepted  accounting  principles have been condensed or omitted pursuant to such
rules and regulations,  although the Company believes the following  disclosures
are adequate to make the information presented not misleading. In the opinion of
Management,   all  adjustments  (consisting  of  normal  recurring  adjustments)
considered  necessary for a fair  presentation  have been  included.  Results of
operations for interim periods are not  necessarily  indicative of results for a
full year. These condensed financial statements and notes thereto should be read
in  conjunction  with the  Company's  financial  statements  and notes  thereto,
included in the Company's Form 10-K for the year ended December 31, 1996.

Note 2.    Income Taxes:

Income  taxes for the  interim  periods are based upon the  Company's  estimated
effective annual tax rates. The Company's effective tax rate (income tax expense
divided by income before  provision for income taxes) was zero for the three and
nine months ended  September  30,  1997,  and zero for the three and nine months
ended September 30, 1996, respectively, as a result of the Company not recording
any benefit on its year-to-date pre-tax losses.

Note 3    Recent Accounting Pronouncement

In February 1997, the Financial Accounting Standards Board released Statement of
Financial  Accounting  Standards No. 128  "Earnings Per Share" (SFAS 128).  This
statement specifies the computation,  presentation,  and disclosure requirements
for earnings  per share (EPS) for  financial  statements  issued for all periods
ending after December 15, 1997.  SFAS 128 simplifies the standards for computing
EPS  previously  found in APB Opinion No. 15 and replaces the  presentation  for
Primary EPS and Fully Diluted EPS. When the Company incurs a loss,  common stock
equivalents are not included in the  calculation of the weighted  average number
of shares  outstanding as they would be anti-dilutive.  The adoption of SFAS 128
is not expected to have a significant impact on the Company's calculation of its
net loss per common share.











                                       5
<PAGE>

                                 PST VANS, INC.

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                   OPERATIONS

Results of Operations

Comparison of the Three Months Ended September 30, 1997 to the Three Months
Ended September 30, 1996

Revenues decreased by 1.5% to $35.8 million for the three months ended September
30, 1997,  compared to $36.3  million for the three months ended  September  30,
1996. The decline in revenues resulted primarily from a 2.6% decrease in average
revenue  equipment to 1147  tractors for the three  months ended  September  30,
1997,  compared to 1177 tractors for the three months ended  September 30, 1996.
Revenues in the three months ended September 30, 1997, were positively  affected
by rate increases  averaging 1.5% implemented during the second quarter of 1997.
The decrease in revenue  equipment  was due primarily to a shortage of qualified
independent  contractors  which management  believes will continue in the fourth
quarter of 1997 and 1998.

Operating  costs and expenses were 105.1% of revenues for the three months ended
September  30,  1997,  compared to 97.7% of revenues  for the three months ended
September 30, 1996. The increase in operating  costs and expenses in the quarter
ended  September 30, 1997, as a percent of revenue,  resulted  primarily from an
approximately  $2.0 million increase in insurance claims expense,  and a loss on
the disposition of assets of  approximately  $300,000  compared to a gain on the
disposition  of assets of  approximately  $300,000  in the  three  months  ended
September 30, 1996, as discussed below.

Salaries, wages and benefits increased to 31.0% of revenues for the three months
ended  September  30,  1997,  compared to 29.8% of revenues for the three months
ended  September  30, 1996 and  purchased  transportation  decreased to 17.1% of
revenues  for the three months ended  September  30, 1997,  compared to 21.4% of
revenues for the three months ended September 30, 1996.  These changes  resulted
primarily  from the reduction in  independent  contractor  revenue  equipment as
described above. Independent contractors are under contract with the Company and
are responsible for their own salaries,  wages and benefits,  fuel,  maintenance
and  depreciation.  Independent  contractor  costs are  classified  as purchased
transportation expenses.

Fuel and fuel taxes  increased  to 15.2% of revenues  for the three months ended
September  30,  1997,  compared to 14.1% of revenues  for the three months ended
September 30, 1996, as a result of increased  fuel prices and the Company having
no fuel secured under  guaranteed  price  contracts  during the third quarter of
1997 due to higher  contract fuel prices during the three months ended September
30, 1997. In order to reduce the vulnerability of the Company to rapid increases
in the  price of fuel,  the  Company  has  historically  entered  into  purchase
contracts  with fuel  suppliers from time to time for a portion of its estimated
fuel  requirements at guaranteed  prices.  As of September 30, 1997, the Company
had  entered  into   various   agreements   with  fuel   suppliers  to  purchase
approximately  17% of its estimated fuel needs during the fourth quarter of 1997
and 6% of its fuel needs during the first quarter of 1998 at a guaranteed price.
The Company  has also  implemented  fuel  surcharges  to many of its  customers.
Although  this  arrangement  helps reduce the Company's  vulnerability  to rapid
increases in the price of fuel,  the Company will not benefit from a decrease in
the price of fuel to the extent of its  commitment  to purchase fuel under these
contracts. Management expects the cost of fuel to remain high through the fourth
quarter,  but anticipates  that the purchase  contracts and fuel surcharges will
help offset some of the increase in the cost of fuel.

Maintenance  expense  increased  to 6.7% of revenues  for the three months ended
September  30,  1997,  compared to 5.6% of revenues  for the three  months ended
September 30, 1996, as a result of increased  maintenance  costs associated with
an older tractor and trailer  fleet,  and repairs on tractors that have exceeded
factory  warrantees.  The average age of Company owned tractors increased to 2.4
years during the three months ended September 30, 1997 compared to 1.5 years for
the three months ended September 30, 1996.

Insurance  and claims  increased to 11.0% of revenues for the three months ended
September 30, 1997,  from 5.2% of revenues for the three months ended  September
30, 1996,  primarily as a result of  increases in insurance  claims  reserves of
approximately $2,400,000 following recent adverse developments in certain claims
which occurred during a period when the Company's  insurance  deductibles ranged
from $325,000 to $500,000.  Effective  July 1, 1997,  the Company  significantly
reduced its  liability  insurance  deductible  and  effective  November 1, 1997,
placed damage  coverage at a low deductible on company owned tractors which will
increase the premium, but in Management's opinion will reduce overall costs from


                                       6
<PAGE>

recent  levels  experienced  by the  Company.  Management  continues  to  review
accidents to determine what actions may be taken to reduce future claims costs.

Communications and utilities  decreased to 2.0% of revenues for the three months
ended  September  30,  1997,  compared to 2.3% of revenues  for the three months
ended September 30, 1996, primarily as a result of the Company discontinuing use
of a  cellular  on-board  communications  system in its fleet of  tractors.  The
Company is currently installing the "Qualcomm" satellite on-board communications
system in its tractors.  The use of the "Qualcomm" system generally enhances the
Company's ability to track loads, service customers and communicate with drivers
and monitor  drivers.  Installation  of the "Qualcomm"  system is expected to be
completed in the fourth  quarter of 1997.  Management  believes that the savings
that should be realized from better equipment utilization should exceed the cost
of the "Qualcomm" system.

General supplies and expenses increased to 5.1% of revenues for the three months
ended  September  30,  1997,  compared to 3.8% of revenues  for the three months
ended September 30, 1996,  primarily because of an increase in the allowance for
doubtful  accounts due an increase in accounts  receivable that had aged to over
60 days.  The increased  aging in accounts  receivable  was due to an electronic
data processing  problem that occurred during the third quarter and was resolved
in the fourth quarter

Loss on disposition  of assets was $303597 for the three months ended  September
30, 1997 as compared to a gain of $329,678 for the three months ended  September
30, 1996. This change was because of accrued  disposition costs of approximately
$600,000  related to tractors to be returned to the lessor at the  expiration of
their leases.

As a  consequence  of the items  discussed  above,  the Company  incurred a loss
before provision for income taxes for the three months ended September 30, 1997,
of $2,900,316  compared to a loss before  provision for income taxes of $346,827
for the three months ended September 30, 1996.

The Company's  effective  tax rate (income tax expense  divided by income before
income taxes) was zero for the three months ended  September  30, 1997,  and for
the three  months  ended  September  30,  199,  as a result of the  Company  not
recording any benefit on its pretax loss.

Comparison of the Nine Months Ended  September 30, 1997 to the Nine Months Ended
September 30, 1996

Revenues decreased by 4.8% to $105.6 million for the nine months ended September
30, 1997,  compared to $111.0  million for the nine months ended  September  30,
1996.  The decrease in revenues  was a result of a 8.9%  decrease in the average
number  of  tractors  to 1149 for the nine  months  ended  September  30,  1997,
compared to 1261 for the nine months  ended  September  30,  1996,  offset by an
increase  in rates  averaging  1.5% and a 3.0%  increase  in  average  miles per
tractor.  The decrease in revenue  equipment  was due primarily to a shortage of
qualified independent contractors.

Operating  costs and expenses  were 101.5% of revenues for the nine months ended
September  30,  1997,  compared to 99.2% of revenues  for the nine months  ended
September  30, 1996.  The  increase in operating  costs and expenses in the nine
months ended  September  30, 1997, as a percent of revenue,  resulted  primarily
from an approximately  $2.0 million increase in insurance claims expense,  and a
loss on the disposition of assets of approximately  $300,000  compared to a gain
on the disposition of assets of  approximately  $1.6 million for the nine months
ended September 30, 1996, as discussed below.

Salaries,  wages and benefits increased to 30.8% of revenues for the nine months
ended September 30, 1997, compared to 29.6 % for the nine months ended September
30, 1996,  and  purchased  transportation  decreased to 18.0% of revenue for the
nine months  ended  September  30,  1997,  compared to 22.4% for the nine months
ended September 30, 1996. These changes resulted primarily from the reduction in
independent  contractor  revenue  equipment  as  described  above.   Independent
contractors  are under contract with the Company and are  responsible  for their
own  salaries,   wages  and  benefits,   fuel,   maintenance  and  depreciation.
Independent   contractor  costs  are  classified  as  purchased   transportation
expenses.

Fuel and fuel taxes, net of fuel surcharges,  increased to 15.5% of revenues for
the nine months ended September 30, 1997,  compared to 13.9% of revenues for the
nine months ended  September  30, 1996,  as a result of a higher  percentage  of
miles  driven with  Company  tractors  and an  increase in fuel costs  partially
offset with fuel  surcharges  billed to customers and fuel  purchase  contracts.
Management  expects the cost of fuel to remain high through the remainder of the
year.


                                       7
<PAGE>

Maintenance  increased to 5.9% of revenues  for the nine months ended  September
30, 1997,  compared to 5.2% of revenues for the nine months ended  September 30,
1996,  as a result  of  increased  maintenance  costs  associated  with an older
tractor and trailer  fleet,  and repairs on tractors that have exceeded  factory
warrantees.  The average age of Company  owned  tractors  increased to 2.2 years
during the nine months ended  September 30, 1996,  compared to 1.3 years for the
nine months ended September 30, 1996.

Insurance  and claims  increased  to 8.5% of revenues  for the nine months ended
September  30, 1997,  from 6.4% of revenues for the nine months ended  September
30, 1996,  primarily as a result of  increases in insurance  claims  reserves of
approximately  $4,100,000  following  adverse  developments  IN 1997 in  certain
claims which occurred during a period when the Company's  insurance  deductibles
ranged from $325,000 to $500,000. The Company recently significantly reduced its
liability insurance deductible and placed damage coverage at a low deductible on
company  owned  tractors  which will increase the premium,  but in  Management's
opinion  should help to reduce  overall  costs from recent  levels as previously
discussed.  Management  continues to review  accidents to determine what actions
may be taken to reduce future claims costs.

General  supplies  and  maintenance  increased  to 4.3% of revenue  for the nine
months  ended June 30,  1997,  compared to 3.8% of revenues  for the nine months
ended  September  30,  1996,  as a result of an  increase in the  allowance  for
doubtful  accounts due an increase in accounts  receivable that had aged to over
60 days.  The increased  aging in accounts  receivable  was due to an electronic
data processing  problem that occurred during the third quarter and was resolved
in the fourth quarter

Taxes and  licenses  decreased  to 2.1% of revenues  for the nine  months  ended
September  30,  1997,  compared  to 2.3% of revenues  for the nine months  ended
September  30, 1996,  primarily as a result of decrease in the weighted  average
number of company  owned  tractors  during the nine months ended  September  30,
1997.

Communications  and utilities  decreased to 2.1% of revenues for the nine months
ended September 30, 1997, compared to 2.3% of revenues for the nine months ended
September 30, 1996, primarily as a result of the Company  discontinuing use of a
cellular on-board communications system in its fleet of tractors. The Company is
currently installing the "Qualcomm" satellite on-board  communications system in
its tractors.  The use of the "Qualcomm" system generally enhances the Company's
ability to track  loads,  service  customers  and  communicate  with drivers and
monitor  drivers.  Installation  of the  "Qualcomm"  system  is  expected  to be
completed in the fourth quarter of 1997.

Loss on disposition  of assets was $273,236 for the nine months ended  September
30, 1997 as compared to a gain of $1,585,561 for the nine months ended September
30, 1996. This change was because of accrued  disposition costs of approximately
$600,000  related to tractors to be returned to the lessor at the  expiration of
their leases,  and as a result of the Company  selling its older trailers during
the first nine months of 1996.

As a  consequence  of the items  discussed  above,  the Company  incurred a loss
before  provision for income taxes for the nine months ended September 30, 1997,
of  $4,825,662,  compared  to a  loss  before  provision  for  income  taxes  of
$2,795,280 for the nine months ended September 30, 1996.

The Company's  effective  tax rate (income tax expense  divided by income before
income taxes) was zero for the nine months ended September 30, 1997, and for the
nine months ended  September  30, 1996, as a result of the Company not recording
any benefit on its pretax loss.

Liquidity and Capital Resources

The  Company's  sources of  liquidity  have been funds  provided by  operations,
leases on revenue equipment and revolving lines of credit.

The Company has a $11.5  million  working  capital line of credit with  Congress
Financial  Corporation  (Northwest)  which  expires  August  1999.  The  Company
anticipates that use of the line will be primarily for insurance related letters
of credit as well as providing any short term cash requirements. As of September
30, 1997 the Company has  utilized  $10.3  million of this line of credit,  $5.0
million for insurance related letters of credit,  and $5.3 million of short term
cash borrowings.  The Congress Agreement  restricts the payment of dividends and
is secured by accounts receivable.

The Company also has a credit facility with the Bank of New York for issuance of
letters of credit up to $5.8 million  which  expires  December  31, 1997.  As of
September  30,  1997,  the  Company  had used  $5.8  million  of this  facility,
principally for letters of credit in favor of the Company's  insurance  carrier.
As  outstanding  letters of credit  issued  under this credit  facility  are not


                                       8
<PAGE>

renewed,  the maximum  commitment  available  under this credit facility will be
reduced by the amount of the expiring  letters of credit.  This credit  facility
had loan covenants  which  obligated the Company to maintain a required level of
profitability  and cash flow. On March 21, 1997, the Company and The Bank of New
York  entered  into an  amendment  to this  credit  facility  to delete  certain
financial  covenants and add covenants  requiring certain levels of tangible net
worth for periods  through and including  December 31, 1997.  The Company may be
required to seek additional amendments of the revolving credit facility with The
Bank of New York in the future based on actual operating results.  The amendment
also shortened the expiration date of the credit facility from December 31, 1998
to December 31, 1997.  Management  believes that following the expiration of the
credit  facility with The Bank of New York,  the Company will be able to satisfy
its anticipated  insurance related letter of credit requirements,  including the
insurance  related letter of credit  requirements  which are currently being met
with  letters  of credit  under the credit  facility  with The Bank of New York,
under its working  capital line of credit with  Congress  Financial  Corporation
(Northwest) or new credit facilities.  There can be no assurance,  however, that
the  Congress  Financial   Corporation   (Northwest)  credit  facility  will  be
sufficient  to  satisfy  the  Company's   insurance  related  letter  of  credit
requirements or that the Company will be able to obtain additional or new credit
facilities on terms favorable to the Company, if at all.

Net cash provided by operating activities totaled approximately $2.7 million for
the nine months  ended  September  30,  1997.  Net cash  provided  by  investing
activities  (primarily  selling of  equipment)  amounted to $0.5 million for the
nine months ended September 30, 1997. Net payments on debt and capitalized lease
obligations was $5.2 million for the nine months ended September 30, 1997.

The  Company  expects  capital  expenditures  for  the  remainder  of 1997 to be
approximately $3.5 million primarily for an onboard communication system. During
the first nine months of 1997,  the Company  acquired $2.2 million of equipment,
comprised primarily of trailers that the Company was leasing.

Management  believes that  commitments  available  under the Company's  lines of
credit will be  sufficient to meet the Company's  capital  requirements  through
1997 However , the Company's  business is capital intensive and will require the
Company  to seek  additional  debt and  possibly  equity  capital  to enable the
Company to  maintain  a modern  fleet.  The  Company's  ability  to obtain  such
financing  could be affected by its operating  results to the extent the Company
continues to operate at a loss. In addition,  the Company's  need for additional
equity or debt  financing to meet its  operational  needs will be accelerated if
the  Company  continues  to  operate at a loss.  Whether  such  capital  will be
available on favorable  terms,  or at all, will depend on the  Company's  future
operating results, prevailing economic and industry conditions and other factors
over which the Company has little or no control.

Seasonality

In the  trucking  industry,  revenues  generally  show  a  seasonal  pattern  as
customers  reduce  shipments  during and after the winter holiday season and its
attendant weather  variations.  Operating expenses also tend to be higher during
the cold weather  months,  primarily  due to poorer fuel  economy and  increased
maintenance costs.

Inflation

Inflation  can be expected to have an impact on the  Company's  operations.  The
effect of inflation has been minimal over the past three years.

This  quarterly   report  on  Form  10-Q  may  be  deemed  to  contain   certain
forward-looking  statements.  These  statements are subject to known and unknown
risks and  uncertainties,  including  decreased demand for freight,  slower than
anticipated  economic  conditions,  shortages of drivers and such other risks as
are  identified  and  discussed  herein and in the  Company's  filings  with the
Securities  and  Exchange   Commission.   These  known  and  unknown  risks  and
uncertainties  could cause the Company's  actual results in future periods to be
materially  different from any future  performance  suggested  herein. 


                                       9
<PAGE>

                           PART II, OTHER INFORMATION




Item 6.   Exhibits and Reports on Form 8-K

      (a) Exhibits
          --------
               Exhibit 27.1 - Financial Data Schedule

      (b) Reports on Form 8-K
          -------------------
               None






















                                       10
<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 thereto duly authorized.


PST VANS, INC.


Date:    November 14, 1997              By:  \s\ Kenneth R. Norton
                                           ----------------------------------
                                             Kenneth R. Norton
                                             Chief Executive Officer


                                        By:  \s\ Neil R. Vos
                                           ----------------------------------
                                             Neil R. Vos
                                             Chief Financial Officer




<TABLE> <S> <C>


<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   SEP-30-1997
<CASH>                                             2019640
<SECURITIES>                                             0
<RECEIVABLES>                                     16984814
<ALLOWANCES>                                             0
<INVENTORY>                                         631814
<CURRENT-ASSETS>                                  23148020
<PP&E>                                            48711706
<DEPRECIATION>                                           0
<TOTAL-ASSETS>                                    80593539
<CURRENT-LIABILITIES>                             42803979
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                              4240
<OTHER-SE>                                        17611369
<TOTAL-LIABILITY-AND-EQUITY>                      80593539
<SALES>                                          105596782
<TOTAL-REVENUES>                                 105589782
<CGS>                                                    0
<TOTAL-COSTS>                                    106571875
<OTHER-EXPENSES>                                    (97347)
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                 3347916
<INCOME-PRETAX>                                   (4225622)
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                               (4225622)
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                      (4225622)
<EPS-PRIMARY>                                        (1.14)
<EPS-DILUTED>                                        (1.14)
        


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission