-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IRYv9IgAAjcSi56v9HUh5xDBDrXVQL8kyG+BB+f2HBfMTXA+/yCR7Ng0blPEo/HC ssKs756hf6dmqCmgYjipKw== /in/edgar/work/20000720/0000950144-00-008908/0000950144-00-008908.txt : 20000920 0000950144-00-008908.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950144-00-008908 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000207 ITEM INFORMATION: FILED AS OF DATE: 20000720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S TRUCKING INC CENTRAL INDEX KEY: 0000820408 STANDARD INDUSTRIAL CLASSIFICATION: [4213 ] IRS NUMBER: 680133692 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 033-16417-LA FILM NUMBER: 676024 BUSINESS ADDRESS: STREET 1: 550 LONG POINT ROAD STREET 2: SUITE C CITY: MT. PLEASANT STATE: SC ZIP: 29464 BUSINESS PHONE: (843) 972-2055 MAIL ADDRESS: STREET 1: 550 LONG POINT ROAD STREET 2: SUITE C CITY: MT. PLEASANT STATE: SC ZIP: 29464 FORMER COMPANY: FORMER CONFORMED NAME: NORTHERN DANCER CORP DATE OF NAME CHANGE: 19930723 8-K/A 1 e8-ka.txt U.S. TRUCKING, INC. 1 WASHINGTON, D.C. FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 February 7, 2000 - -------------------------------------------------------------------------------- Date of Report (date earliest event reported) U. S. Trucking, Inc. - -------------------------------------------------------------------------------- Exact Name of Registrant as Specified in its Charter Colorado 33-16417-LA 68-0133692 - -------- ----------- ---------- State of Other Commission File IRS Employer Jurisdiction Number Identification of Incorporation Number 550 Long Point Road, Suite C, Mt. Pleasant, South Carolina 29464 - -------------------------------------------------------------------------------- Address of Principal Executive Office, Including Zip Code (843) 972-2055 - -------------------------------------------------------------------------------- Registrant's Telephone Number, Including Area Code 2 ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits On February 7, 2000 we acquired Checkmate Truck Brokerage, Inc. and Maverick Truck Brokerage, Inc. Audited Financial Statements for Checkmate and Maverick and an unaudited pro forma combined condensed Balance Sheet and Statement of Operations as of December 31, 1999 and for the year then ended are included as follows: (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
INDEX PAGE Independent Auditors' Report ........................................... F-1 Combined Balance Sheet - December 31, 1999 ............................. F-2 Combined Statements of Operations - For the Years Ended December 31, 1999 and 1998 ................................. F-3 Combined Statement of Stockholders' Equity (Deficit) - For the Years Ended December 31, 1999 and 1998 ....................................... F-4 Combined Statements of Cash Flows - For the Years Ended December 31, 1999 and 1998 ................................. F-5 Notes to the Combined Financial Statements ............................. F-6
(b) PRO FORMA FINANCIAL INFORMATION. Pro forma Combined Condensed Balance Sheet--December 31, 1999 .......... F-10 Pro Forma Combined Condensed Statement of Operations--For the Year Ended December 31, 1999 ....................................... F-11
3 INDEPENDENT AUDITOR'S REPORT U.S. Trucking, Inc. We have audited the accompanying combined balance sheet of Checkmate Truck Brokerage, Inc. and Maverick Truck Brokerage, Inc. as of December 31, 1999 and the related combined statements of operations, combined statements of changes in shareholders' equity (deficit) and combined statements of cash flows for the years ended December 31, 1999 and 1998. These combined financial statements are the responsibility of the companies' management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of Checkmate Truck Brokerage, Inc. and Maverick Truck Brokerage, Inc. as of December 31, 1999 and the combined results of their operations and cash flows for the years ended December 31, 1999 and 1998 in conformity with generally accepted accounting principles. New York, New York June 10, 2000 F-1 4 CHECKMATE TRUCK BROKERAGE, INC. MAVERICK TRUCK BROKERAGE, INC. COMBINED BALANCE SHEET - --------------------------------------------------------------------------------
DECEMBER 31, 1999 ----------- ASSETS CURRENT ASSETS Cash $ 100 Certificates of deposit 23,202 Trade accounts receivable, net of allowance for doubtful accounts of $30,000 3,316,249 Due from employees 17,006 Interest receivable 1,067 Prepaid expenses 2,144 Current portion of note receivable 12,000 ----------- Total current assets 3,371,768 PROPERTY AND EQUIPMENT, NET 228,373 NONCURRENT PORTION OF NOTE RECEIVABLE 39,845 DEPOSITS 2,150 ----------- $ 3,642,136 =========== LIABILITIES AND SHAREHOLDERS' DEFICIT CURRENT LIABILITIES Cash overdraft $ 567,232 Line of credit 1,712,226 Current maturities of long-term debt 9,436 Accounts payable 1,519,157 Accrued liabilities 183,871 ----------- Total current liabilities 3,991,922 LONG-TERM DEBT, NET OF CURRENT MATURITIES 156,932 ----------- Total liabilities 4,148,854 ----------- SHAREHOLDERS' DEFICIT Common stock 1,300 Treasury stock (2,000) Accumulated deficit (506,018) ----------- Total shareholders' deficit (506,718) ----------- $ 3,642,136 ===========
- -------------------------------------------------------------------------------- See accompanying notes. F-2 5 CHECKMATE TRUCK BROKERAGE, INC. MAVERICK TRUCK BROKERAGE, INC. COMBINED STATEMENTS OF OPERATIONS - --------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999 1998 ------------ ------------ OPERATING REVENUES $ 23,090,103 $ 20,945,003 ------------ ------------ Salaries, wages and benefits 1,688,114 1,131,823 Purchased transportation 20,566,781 18,827,482 Operating supplies and expenses 427,610 313,324 Advertising and promotion 73,305 102,151 Communications and utilities 299,913 277,997 Depreciation 23,161 29,968 Operating taxes and licenses 18,910 29,436 Bad debt expense 30,044 -.- Office rent 44,788 67,779 Other operating expenses 76,778 87,400 ------------ ------------ Total operating expenses 23,249,404 20,867,360 ------------ ------------ (LOSS) INCOME FROM OPERATIONS (159,301) 77,643 ------------ ------------ OTHER INCOME (EXPENSE) Rental income and other 13,992 11,168 Interest and dividend income 6,030 5,566 Interest expense (130,760) (121,066) Gain on sale of investments 2,606 8,642 ------------ ------------ Total other income (expense) (108,132) (95,690) ------------ ------------ NET LOSS $ (267,433) $ (18,047) ============ ============
- -------------------------------------------------------------------------------- See accompanying notes. F-3 6 CHECKMATE TRUCK BROKERAGE, INC. MAVERICK TRUCK BROKERAGE, INC. COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - --------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, ------------------------------------------------------------------- Retained Earnings (Accumu- Common Stock lated Treasury Stock Shares $ Deficit) Shares $ Total -------- --------- --------- ------ ------- --------- BALANCE - DECEMBER 31, 1997 1,300 $ 1,300 $ 701,731 2,000 $(2,000) $ 701,031 Net loss (18,047) (18,047) Distributions (165,695) (165,695) -------- --------- --------- ----- ------- --------- BALANCE - DECEMBER 31, 1998 1,300 1,300 517,989 2,000 (2,000) 517,289 Net loss (267,433) (267,433) Distributions (756,574) (756,574) -------- --------- --------- ----- ------- --------- BALANCE - DECEMBER 31, 1999 1,300 $ 1,300 $(506,018) 2,000 $(2,000) $(506,718) ======== ========= ========= ===== ======= =========
- -------------------------------------------------------------------------------- See accompanying notes. F-4 7 CHECKMATE TRUCK BROKERAGE, INC. MAVERICK TRUCK BROKERAGE, INC. COMBINED STATEMENTS OF CASH FLOWS - --------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1999 1998 ----------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (267,433) $ (18,047) Adjustments to reconcile net loss to net cash (used in) provided by operating activities Depreciation 23,161 29,968 Provision for doubtful accounts 30,044 -.- Changes in operating assets and liabilities: Trade accounts receivable, net (449,437) 61,348 Due from employees 5,691 1,464 Prepaid expenses 11,292 (12,742) Accounts payable and accrued liabilities 139,640 85,544 Deposits 287 46,213 ----------- --------- Net cash (used in) provided by operating activities (506,755) 193,748 ----------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment (3,635) (181,734) (Purchase of) proceeds from certificate of deposit (1,115) 506 Advances for note receivable -.- (65,845) Proceeds from repayment of note receivable 11,000 3,000 Proceeds from (advances to) shareholder 532,500 (502,500) Increase in interest receivable (618) (449) Purchases of investments -.- (59,382) Proceeds from sale of investments 40,878 273,486 ----------- --------- Net cash provided by (used in) investing activities 579,010 (532,918) ----------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from line of credit 1,712,226 267,000 Cash overdraft 405,573 161,659 Proceeds from long-term debt -.- 124,523 Repayments of long-term debt (1,435,125) (53,036) Distributions (756,574) (165,695) ----------- --------- Net cash (used in) provided by financing activities (73,900) 334,451 ----------- --------- NET DECREASE IN CASH (1,645) (4,719) Cash - beginning of year 1,745 6,464 ----------- --------- CASH - END OF YEAR $ 100 $ 1,745 =========== =========
- -------------------------------------------------------------------------------- See accompanying notes. F-5 8 CHECKMATE TRUCK BROKERAGE, INC. MAVERICK TRUCK BROKERAGE, INC. NOTES TO COMBINED FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 - -------------------------------------------------------------------------------- 1. ORGANIZATION AND OPERATIONS Checkmate Truck Brokerage, Inc. ("Checkmate") and Maverick Truck Brokerage, Inc. ("Maverick") (collectively the "Company") provide brokerage services to companies, mainly in the produce industry, that are in need of third party transportation. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying combined financial statements include the accounts of Checkmate and Maverick, companies which are under common control. All significant intercompany balances and transactions have been eliminated. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. RECOGNITION OF REVENUE For financial reporting purposes, the Company recognizes revenue when a shipment is loaded and dispatched. Significant related costs associated with earning this revenue are accrued at that time. In 1991, the Emerging Issues Task Force ("EITF") released issue 91-B, "Revenue and Expense Recognition for Freight Services in Process." The EITF reached a consensus that the preferable method of recognizing revenue and expenses was either (1) the recognition of both revenue and direct cost when the shipment is completed or (2) the allocation of revenue between reporting periods based on relative transit time in each reporting period and the recognition of expenses as incurred. The difference between the Company's method of revenue recognition and the preferable methods described above is not material to the accompanying combined financial statements. CASH AND CASH EQUIVALENTS AND CERTIFICATES OF DEPOSIT The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 1999, the Company had certificates of deposit amounting to $23,202. Both certificates of deposit matured in February 2000 and were subsequently rolled over to mature in February 2001. The Company will, from time to time, maintain cash balances in banks in excess of insured limits. - -------------------------------------------------------------------------------- F-6 9 CHECKMATE TRUCK BROKERAGE, INC. MAVERICK TRUCK BROKERAGE, INC. NOTES TO COMBINED FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 - -------------------------------------------------------------------------------- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Major property additions, replacements and betterments are capitalized, while maintenance and repairs which do not extend the useful lives of these assets are expensed as incurred. Depreciation is provided over the estimated useful lives of the assets using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. Upon retirement or disposal of assets, the cost and related accumulated depreciation are removed from the balance sheet, and any gain or loss is reflected in earnings. The detail of property and equipment at December 31, 1999 is as follows: Land $ 20,000 Building 156,368 Transportation 25,294 Equipment and improvements 201,007 -------- 402,669 Less accumulated depreciation 174,296 -------- $228,373 ========
The estimated useful lives of the various classes of physical assets were as follows during 1999: Building 39 years Transportation 5 years Equipment and improvements 5 - 15 years
During February 2000, the Company distributed to shareholders, the building and land with a net book value of $169,018 (see Note 4). ACCRUED LIABILITIES Accrued liabilities consist of the following at December 31, 1999: Salaries, wages and benefits $ 71,225 Professional fees 50,000 Advances 38,050 Other 24,596 -------- $183,871 ========
- -------------------------------------------------------------------------------- F-7 10 CHECKMATE TRUCK BROKERAGE, INC. MAVERICK TRUCK BROKERAGE, INC. NOTES TO COMBINED FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 - -------------------------------------------------------------------------------- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INCOME TAXES Checkmate and Maverick file separate income tax returns. Each company, with the consent of its stockholders elected to be taxed as an S corporation pursuant to provisions of the Internal Revenue Code and applicable state laws. Accordingly, all income or losses of the Company will pass directly to the stockholders, who will be liable for payment of federal and state income taxes. SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
1999 -------- Cash paid for interest $148,185 Cash paid for income taxes -.-
ACCOUNTING STANDARDS TO BE ADOPTED In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," effective for fiscal years beginning after June 15, 1999. In June 1999, the FASB issued SFAS 137 deferring the effective date of SFAS 133 to fiscal years beginning after June 15, 2000. SFAS No. 133 establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value and that changes in the derivative's fair value be recognized in earnings in the current period unless specific hedge accounting criteria are met. The Company plans to adopt SFAS No. 133 in the first quarter of fiscal year 2000. Management does not believe the adoption of this statement will have a material impact on the Company's financial statements. 3. RELATED PARTY TRANSACTIONS Checkmate rents its Homestead, Florida office from the sole shareholder of the Company. For the years ended December 31, 1999 and 1998, rent paid to the shareholder amounted to $14,500 and $29,860, respectively. - -------------------------------------------------------------------------------- F-8 11 CHECKMATE TRUCK BROKERAGE, INC. MAVERICK TRUCK BROKERAGE, INC. NOTES TO COMBINED FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 - -------------------------------------------------------------------------------- 4. LINE OF CREDIT AND LONG-TERM DEBT LINE OF CREDIT During 1999, the Company obtained a $2,000,000 line of credit agreement with a bank. Amounts outstanding under this agreement bear interest at 8.525%. Interest is payable monthly and the line has a maturity date of May 31, 2000. As of December 31, 1999, the Company has $1,712,226 outstanding on the line, which was collateralized by accounts receivable. LONG-TERM DEBT Mortgage payable to Edison National Bank bearing interest at the bank's prime rate plus 1/2% (8.25% at December 31, 1999) payable in monthly principal installments of $539 plus interest through April 2008, secured by building and land. During February 2000 building, land and note were distributed to the shareholders of the Company in connection with the sale of the Company's stock $ 118,054 Note payable to the Small Business Administration bearing interest at 4% payable in monthly installments of $404 including interest through January 2008, guaranteed and secured by real estate owned by one of the shareholders 48,314 --------- 166,368 Less current maturities 9,436 --------- $ 156,932 =========
Future maturities of long-term at December 31, 1999 are as follows: 2000 $ 9,436 2001 9,557 2002 9,683 2003 9,814 2004 9,950 Thereafter 117,928 -------- $166,368 ========
- -------------------------------------------------------------------------------- F-9 12 U.S. Trucking, Inc and Subsidiaries Combined Company Pro Forma Combined Condensed Balance Sheet December 31, 1999 (Unaudited)
ASSETS Historical Pro Forma --------------------------------------- --------------------------- Checkmate Maverick U.S. Truck Truck Trucking Brokerage Brokerage Adjustments Combined ----------- ---------- ---------- ----------- ----------- Cash and cash equivalents 1,057,719 23,302 (836,961) 244,060 Accounts Receivable 8,140,132 1,827,651 1,488,598 11,456,381 Current portion-Other Assets 5,517,199 31,204 1,013 5,549,416 Inventory 258,405 258,405 Marketable Securities 188,136 188,136 Equipment 887,690 44,944 183,429 1,116,063 Goodwill and intangible 0 assets 5,501,756 2,523,319 8,025,075 Other assets 8,398,057 41,995 8,440,052 ----------- ---------- ---------- ----------- ----------- Total 29,949,094 1,969,096 1,673,040 1,686,358 35,277,588 =========== ========== ========== =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable 2,027,819 1,104,303 982,086 4,114,208 Accrued Liabilities 1,818,902 103,955 79,916 23,321 2,532,812 Current debt 6,736,536 1,028,236 683,990 8,448,762 Long-term debt 4,697,870 48,314 118,054 4,864,238 Convertible debentures 1,450,000 1,450,000 Other liabilities 122,865 122,865 Paid in capital 3,605,580 3,605,580 Preferred stock 5,265,762 5,265,762 Common stock 6,445,199 300 1,000 1,201,825 7,649,624 Accumulated other 0 comprehensive (loss) (11,976) (11,976) Accumulated deficit (1,302,675) (314,012) (192,006) 459,212 (1,855,499) Subscriptions receivable (906,788) (906,788) Treasury stock (2,000) (2,000) ----------- ---------- ---------- ----------- ----------- Total 29,949,094 1,969,096 1,673,040 1,686,358 35,277,588 =========== ========== ========== =========== ===========
F-10 13 U.S. Trucking, Inc and Subsidiaries Combined Company Pro Forma Combined Condensed Statement of Operations For the Year Ended December 31, 1999 (Unaudited)
Historical Pro Forma ----------------------------------------------------------------------- ----------------------- Checkmate Maverick U.S. Excalibur Fulmer Truck Truck Trucking Prostar Express Transport Brokerage Brokerage Adjustments Combined Net Revenues 44,736,677 2,158,664 2,304,133 12,854,302 13,403,845 9,686,258 (883,034) 84,260,845 Operating expenses 45,856,011 2,318,635 2,085,240 12,859,584 13,791,843 9,457,561 (1,027,763) 85,341,111 Operating income (loss) (1,119,334) (159,971) 218,893 (5,282) (387,998) 228,697 144,729 (1,080,266) Other income and (expense) Interest income 27,996 1,390 6,030 35,416 Interest expense (1,117,920) (41,512) (41,652) (224,754) (95,959) (34,801) 105,850 (1,450,748) Other income 406,845 3,094 31,213 200,000 (186,008) 455,144 Net gain on disposition of assets 767,208 2,606 769,814 Total other income and expense 84,129 (37,028) (41,652) (193,541) 112,677 (220,809) 105,850 (190,374) Net income (loss) before taxes (1,035,205) (196,999) 177,241 (198,823) (275,321) 7,888 250,579 (1,270,640) Benefit (provision) for income taxes 306,700 (48,512) 258,188 Benefit of net operating loss carryforward 835,263 835,263 Net income (loss) 106,758 (196,999) 128,729 (198,823) (275,321) 7,888 250,579 (177,189) Basic earnings per common share $0.01 $(0.02) Weighted average number of common shares 8,130,780 8,689,813
F-11 14 U. S. TRUCKING, INC. AND SUBSIDIARIES COMBINED COMPANY PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999 Pro-forma Adjustments For Acquisitions of Subsidiaries and Other Assets & Liabilities The proforma adjustments related to the acquisitions of Checkmate and Maverick Truck Brokerage Companies include a reduction in salaries and wages due to staff consolidation in the amount of $50,000, a reduction of interest expense of $36,000 due to lower average interest rates and amortization of goodwill of $132,806. The proforma adjustments to revenue represent revenue generated by the truckload sector of Fulmer Transport, Inc. that the Company did not acquire. The adjustments relating to operating expenses result from subtracting Fulmer Transport, Inc.'s truckload cost of revenues and the reduction of overheads expected. The reduction of interest expense relates to the estimated savings from converting Fulmer Transport, Inc. and Prostar from a factoring arrangement to a revolving credit facility. F-12 15 Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized. U.S. Trucking, Inc. Dated: July 19, 2000 By: /s/ W. Anthony Huff ---------------------------------------- W. Anthony Huff, Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----