-----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, SOdJOITiM/NUHSk/1CTIsVNkm2NK5andZvX8cYS9tPRrWZ3pmqxznIJwj7itjP0l 3AEQcvvSyngQ2/tz7FQEaA== 0000914480-98-000010.txt : 19980515 0000914480-98-000010.hdr.sgml : 19980515 ACCESSION NUMBER: 0000914480-98-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980514 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRISM INC /DE/ CENTRAL INDEX KEY: 0000914480 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 133491658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-23210 FILM NUMBER: 98620830 BUSINESS ADDRESS: STREET 1: 4174 JILES ROAD STREET 2: P O BOX 9000 CITY: KENNESAW STATE: GA ZIP: 30144 BUSINESS PHONE: 7707954621 MAIL ADDRESS: STREET 1: CITY CENTER TOWER 2 STE 1101 STREET 2: 301 COMMERCE STREET CITY: FORT WORTH STATE: TX ZIP: 76102-5384 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1998 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-23210 TRISM, INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 13-3491658 (I.R.S. Employer Identification No.) 4174 Jiles Road, Kennesaw, Georgia 30144 (Address of principal executive offices) (Zip Code) (770) 795-4600 Registrant's telephone number, including area code Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ] Yes [ ] No As of April 30, 1998, 5,702,337 shares of TRISM, Inc.'s common stock, par value $.01 per share, were outstanding. TRISM, INC TABLE OF CONTENTS ITEM PAGE Part I FINANCIAL INFORMATION Item 1. Financial Statements 3 Item 2 Management's Discussion and Analysis of 8 Financial Condition and Results of Operations Part II OTHER INFORMATION Item 1. Legal Proceedings 7 Item 6. Exhibits and Reports on Form 8-K 14 ITEM 1. FINANCIAL STATEMENTS (In thousands, unaudited) TRISM, Inc. - CONSOLIDATED BALANCE SHEETS As of March 31, 1998 and December 31, 1997 Mar. 31, 1998 Dec. 31, 1997 ASSETS Current assets: Cash and cash equivalents $ 8,009 6,271 Restricted cash and insurance deposits 994 1,010 Accounts receivable, net of allowance for doubtful accounts of $1,744 and $2,070 for 1998 and 1997, respectively 42,816 44,076 Materials and supplies 1,425 1,643 Prepaid expenses 17,219 18,418 Deferred income taxes 3,100 3,789 Total current assets 73,563 75,207 Property and equipment, at cost 181,507 184,232 Less: Accumulated depreciation and amortization (65,400) (62,428) Net Property and Equipment 116,107 121,804 Intangibles, net 18,523 18,685 Other 2,337 3,128 Total assets $ 210,530 218,824 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 8,718 11,859 Bank overdraft 4,548 4,796 Accrued expenses and insurance reserves 16,768 13,733 Current maturities of long-term debt: Principal payments 11,688 13,025 Residual obligations on equipment debt 8,245 8,696 Total current liabilities 49,967 52,109 Long-term debt, less current maturities 133,637 135,833 Insurance reserves 5,301 5,423 Deferred income taxes 515 2,314 Total liabilities 189,420 195,679 Commitments and contingencies Stockholders' equity: Common stock; $.01 par; 10,000 shares authorized; issued 5,903 shares at March 31, 1998 and December 31, 1997 59 59 Additional paid-in capital 37,327 37,327 Loans to stockholders (368) (368) Accumulated deficit (14,271) (12,324) Treasury stock, at cost, 201 and 166 shares at March 31, 1998 and December 31, 1977 (1,637) (1,549) Total stockholders' equity 21,110 23,145 Total liabilities and stockholders' equity $ 210,530 218,824 See accompanying notes to consolidated financial statements. ITEM 1. FINANCIAL STATEMENTS, Continued TRISM, INC. CONSOLIDATED STATEMENTS OF OPERATIONS For the three months ended March 31, 1998 and 1997 (In thousands, except per share amounts, unaudited) 1998 1997 Revenues $ 72,129 77,733 Operating expenses: Salaries, wages and fringe benefits 28,023 28,331 Operating supplies and expenses 10,916 12,084 Operating taxes and licenses 6,591 7,057 Contractor equipment 5,301 4,213 Depreciation and amortization 5,049 4,724 Brokerage carrier expense 4,624 6,814 General supplies and expenses 3,562 4,344 Revenue equipment rents 3,211 3,777 Claims and insurance 2,426 2,862 Communications and utilities 1,273 1,396 Loss on disposition of assets 417 183 Restructuring expenses - 3,000 Total operating expenses 71,393 78,785 Operating income (loss) 736 (1,052) Interest expense and other, net 3,732 3,814 Loss before income taxes (2,996) (4,866) Income tax benefit 1,049 1,460 Net loss $ (1,947) (3,406) Basic loss per share $ (.34) (.59) Diluted loss per share $ (.34) (.59) Weighted average number of shares used in computation of basic and diluted loss per share 5,725 5,737 See accompanying notes to consolidated financial statements. ITEM 1. FINANCIAL STATEMENTS, Continued (In thousands, unaudited) TRISM, Inc. - CONSOLIDATED STATEMENTS OF CASH FLOWS For the three months ended March 31, 1998 and 1997 1998 1997 Cash flows from operating activities: Net loss $ (1,947) (3,406) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 5,242 4,893 Loss on disposition of assets 417 183 Provision for losses on accounts receivable 223 329 Deferred gain on sale-leaseback (65) - Restructuring charge - 3,000 Deferred income taxes (1,110) (1,460) Changes in assets and liabilities: Accounts receivable 1,212 6,240 Prepaid expenses 1,199 648 Accrued expenses and insurance reserves 3,212 4,410 Accounts payable (3,141) (2,752) Other (81) (392) Net cash provided by operating activities 5,161 11,693 Cash flows from investing activities: Proceeds from sale of assets 2,643 1,726 Purchases of property and equipment (411) (563) Proceeds from sale-leaseback - 2,504 Collection of notes receivable 688 546 Refund of restricted deposits 16 178 Contingent acquisition payments (200) - Net cash provided by investing activities 2,736 4,391 Cash flows from financing activities: Net proceeds (repayment) under revolving credit agreement 1,239 (11,635) Repayment of long-term debt and capital lease obligations (7,062) (5,402) Decrease in bank overdrafts (248) - Purchase of treasury stock (88) - Net cash used in financing activities (6,159) (17,037) Increase (decrease) in cash and cash equivalents 1,738 (953) Cash and cash equivalents, beginning of period 6,271 1,468 Cash and cash equivalents, end of period $ 8,009 515 Supplemental cash flow information: Cash paid during the period for: Interest (non-capitalized) $ 1,317 1,222 Income Taxes $ 61 21 Capital lease equipment purchases and borrowings $ 1,839 - See accompanying notes to the consolidated financial statements. TRISM, INC. Notes to Consolidated Financial Statements ACCOUNTING POLICIES The 1997 Annual Report on Form 10-K for Trism, Inc. includes a summary of significant accounting policies and should be read in conjunction with this Form 10-Q. The statements for the periods presented are condensed and do not contain all information required by generally accepted accounting principles to be included in a full set of financial statements. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of March 30, 1998 and December 31, 1997 and the results of operations and cash flows for the periods ended March 30, 1998 and 1997, respectively have been included. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the entire year. ACCOUNTING PRONOUNCEMENTS In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income." SFAS No. 130 establishes standards for reporting and display of comprehensive income and its components in the financial statements. SFAS No. 130 is effective for the Company's fiscal year beginning January 1, 1998. Reclassification of financial statements for earlier periods presented for comparative purposes is required. The adoption of SFAS No. 130 had no impact on the Company's consolidated results of operations, financial position or cash flows. In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS No. 131 establishes standards for the way that public business enterprises report information about operating segments in annual and interim financial statements. It also establishes standards for related disclosures about products, services, and geographic areas. SFAS No. 131 is required beginning with the Company's 1998 annual financial statements and prior period disclosures are required to be restated. The Company is in the process of evaluating the disclosure requirements. The adoption of SFAS No. 131 will have no material impact on the Company's consolidated results of operations, financial position or cash flows. In February 1998, the FASB issued SFAS No. 132, Employers' Disclosure about Pensions and Other Post Retirement Benefits. SFAS No. 132 standardized the disclosure requirements for pensions and other post retirement benefits to the extent practical. This standard is effective beginning with the Company's 1998 annual financial statements, and prior period disclosures are required to be restated. Management is currently reviewing the provisions of SFAS No. 132 and does not believe that the Company's financial statements will be materially impacted by the adoption. Notes to Consociated Financial Statements, Continued CORPORATE RESTRUCTURING In February 1997, the Company announced an organizational restructuring to consolidate certain sales, operations, and administrative functions and reengineer business processes to reduce overhead and increase operational efficiency. During 1997, the Company recorded total charges of $3.2 million associated with the organizational restructuring. LONG TERM DEBT Revolving Credit Facility On July 15, 1997, the Company refinanced its revolving credit facility ("Facility") with a $45 million credit line (the "Revolver"). The proceeds of the Revolver were used to retire the Facility loan and are available for the Company's working capital needs. The Revolver matures July 15, 2000 and contains provisions for a letter of credit subline of $15 million, bears interest at the Prime rate plus .25% or LIBOR plus 2.25%, and is secured by accounts receivable. The Revolver also includes covenants applicable once Availability under the Revolver falls below $8 million for 10 consecutive business days. Availability under the Revolver was approximately $14.5 million at March 31, 1998, net of a reduction for outstanding letters of credit of approximately $11.4 million. The foregoing letters of credit and deposits totaling $1.0 million are furnished to insurance carriers for the estimated cost of self-insured claims and for premium payments as of March 31, 1998. Senior Subordinated Notes The Company's Senior Subordinated Notes ("Notes") bear interest at 10.75% payable on June 15th and December 15th of each year through December 15, 2000. The Notes are redeemable at the option of the Company, in whole or in part, on or after December 15, 1998, at a redemption price of 105% through December 1999 and 102.5% thereafter. Through March 31, 1998, the Company has repurchased $5.3 million of the Notes at approximately face value of which $1.0 million of the notes were repurchased in the first quarter of 1998. CONTINGENCIES Under the Comprehensive Environmental Responses, Compensation and Liability Act ("CERCLA") and similar state laws, a transporter of hazardous substances may be liable for the costs of responding to the release or threatened release of hazardous substances from disposal sites if such transporter selected the site for disposal. Because it is the Company's practice not to select the sites where hazardous substances and wastes will be disposed, the Company does not believe it will be subject to material liability under CERCLA and similar laws. Notes to Consociated Financial Statements, Continued Although the Company has been identified as a "potentially responsible party" (PRP) at two sites, solely because of its activities as a transporter of hazardous substances, the Company does not believe it will be subject to material liabilities at such sites. The Company is a party to certain legal proceedings incidental to its business, primarily involving claims for personal injury or property damage arising from the transportation of freight. The Company does not believe that these legal proceedings, or any other claims or threatened claims of which it is aware, are likely to materially and adversely affect the Company's financial condition. With regard to personal injury, property damage, workers' compensation claims, and cargo claims, the Company is and has been covered by insurance. Such matters may include claims for punitive damages. It is an open question in some jurisdictions in which the Company does business as to whether or not punitive damages awards are covered by insurance. The Company is a defendant in one additional litigation in the Circuit Court of Jefferson County, Alabama. The case is captioned Roy A. Reese v. Trism Specialized Carriers, Inc. and Tri-State Motor Transit Co. It arises from a lease, transfer and consulting agreement between the Company and plaintiff (Mr. Reese and his wholly owned corporation) dated August 24, 1992. Plaintiff alleges breach of contract, promissory fraud, conversion and conspiracy claims arising from the Company's termination of the contract. He seeks compensatory and punitive damages. The Company maintains that it properly terminated the contract because of misrepresentations and non-performance by plaintiff and his company, and has asserted certain counterclaims. The case was tried in August 1996, and plaintiff was awarded $47,000 in rental fees admitted by the Company to be due for the use of plaintiff's trailer equipment after cancellation of the original contract. All other claims for damages were found in favor of the defendant (the "Company"). Plaintiff appealed to the Alabama Court of Civil Appeals which reversed and remanded the case on the legal argument that the jury had found both defendants liable to plaintiff but only awarded damages ($47,000) to one defendant. Both parties appealed the matter to the Alabama Supreme Court which granted a certiorari. Briefs have been filed, and the Company is awaiting the decision of the Alabama Supreme Court. The Company believes it will again prevail should a second trial become necessary. In addition to matters referred to above, the Company is a party to certain additional lawsuits, none of which is believed to involve a significant risk of materially and adversely affecting the Company's financial condition. Notes to Consociated Financial Statements, Continued MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain statements in this Form 10-Q include information that is forward-looking, such as the Company's opportunities to reduce overhead costs and increase operational efficiency, its anticipated liquidity and capital requirements and the results of legal proceedings. The matters referred to in forward-looking statements could be affected by the risks and uncertainties involved in the Company's business. Subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements in this paragraph. The following discussion and analysis should be read in conjunction with the Company's Consolidated Financial Statements and notes for the year ended December 31, 1997 and quarter ended March 31, 1998. The following table summarizes certain financial information on a percentage of revenue basis for the three months ended March 31, 1998 and 1997. Reference to 1998 and 1997 apply to the three month period ended March 31, 1998 and 1997, respectively. PERCENTAGE OF REVENUE BASIS: 1998 1997 Variance Operating Revenue 100.0 100.0 - Operating Expenses: Salaries, wages and fringe benefits 38.9 36.4 (2.5) Operating supplies and expenses 15.1 15.5 .4 Operating taxes and licenses 9.1 9.1 - Contractor equipment 7.3 5.4 (1.9 ) Depreciation and amortization 7.0 6.1 (.9 ) Brokerage carrier expense 6.4 8.8 2.4 General supplies and expenses 4.9 5.6 .7 Revenue equipment rents 4.5 4.9 .4 Claims and insurance 3.4 3.7 .3 Communications and utilities 1.8 1.8 - Loss on disposition of assets .6 .2 (.4 ) Restructuring expenses - 3.9 3.9 Total operating expenses 99.0 101.4 2.4 Income (loss) from operations 1.0 (1.4 ) 2.4 Interest and other, net 5.2 4.9 (.3 ) Loss before income taxes 4.2 6.3 2.1 Income tax benefit 1.5 1.9 (.4 ) Net loss 2.7 4.4 1.7 Notes to Consociated Financial Statements, Continued OPERATING REVENUE Operating revenue was approximately $72.1 million in 1998 compared to $77.7 million in 1997. Revenue per loaded mile improved to $1.77 in 1998 from $1.71 in 1997. The foregoing rate improvement was offset by a decrease in the load ratio to 82.8% in 1998 compared to 84.2% in 1997. Furthermore, total miles driven amounted to 45.3 million miles in 1998 compared to 48.4 million miles in 1997. External factors impacting operating results were the Company's exit from the Commercial Flatbed market in 1997, softness in the Secured Materials market, and asset productivity in Heavy Haul primarily due to driver retention issues. Operating revenues between the periods includes the following (in thousands): MARKET 1998 1997 Heavy Haul (1) $ 48,779 51,119 Secured Materials 24,327 25,910 Trism Logistics 2,314 3,175 Elimination's and other (3,291) (2,471) $ 72,129 $ 77,733 (1) Includes Commercial Flatbed results as if the consolidation into Heavy Haul occurred as of January 1, 1997. Operating revenue for the Commercial Flatbed market amounted to approximately $7.4 million during the first quarter of 1997. OPERATING INCOME Operating income (loss) between the periods includes the following (in thousands): MARKET 1998 1997 Heavy Haul (a) $ 207 368 Secured Materials 331 1,469 Logistics 198 111 Restructuring charge - (3,000) Operating income (loss) $ 736 (1,052) Operating expense ratio (b) 99.0% 101.4% (a) Includes Commercial Flatbed results as if the consolidation into Heavy Haul occurred as of January 1, 1997. The operating loss for the Commercial Flatbed market amounted to $.7 million during the first quarter of 1997. (b) The operating ratio represents operating expenses as a percentage of operating revenue. Notes to Consociated Financial Statements, Continued Operating income was impacted by certain external business factors described in the Operating Revenue Section of this discussion. Further, operating income for the three months ended March 31, 1998 was affected by positive profit contributions in comparison to 1997 as follows: (a) restructuring charges of $3.0 million recorded in 1997 with no corresponding adjustment in 1998; (b) lower fuel costs of $1.3 million due to a reduction in the per gallon cost of fuel from $1.21 in 1997 to $1.04 in 1998; (c) lower claims and insurance costs of $.4 million as a result of favorable accident and claims experience; and (d) lower fixed freight expenses of approximately $1.4 million relating to reduced personnel and administrative expenses. Offsets to the positive profit contribution variances impacting 1998 operating income compared to 1997 resulted from: (a) higher driver and lease operator costs of $2.5 million due to an increase in driver compensation rates, lease operator miles of approximately .8 million, and driver recruit- ing and advertising expenses; (b) higher maintenance charges of $.7 million resulting from an increase in the overall age of the tractor fleet; (c) higher loss on disposition of assets of $.2 million, primarily related to trailers previously used in Commercial Flatbed market; (d) higher escort and permit charges of $.5 million due to commodity mix changes; and (e) other, net expenditure increases of $.5 million. OPERATING AND OTHER EXPENSES Total operating expenses were approximately $71.4 million in 1998 as compared to $78.7 million after a $3.0 million restructuring charge in 1997. The following expense categories increased or decreased significantly as a percentage of revenue between the periods: Salaries, wages and fringe benefits increased 2.5% from the first quarter ended 1997 to 1998. The increase is due to driver compensation increases, net of a reduction in non-driver compensation as a result of the restructuring effort. Operating supplies and expenses decreased .4% from the first quarter ended 1997 to 1998. The improvement resulted from reduced fuel expenditures offset by an increase in maintenance expenditures due to the increasing age of the tractor fleet. Contractor equipment expenses increased 1.9% from the first quarter ended 1997 to 1998 due to an increase in overall lease operator rates and an increase in the number of miles that the Company used lease operators from 4.0 million miles in 1997 to 4.8 million miles in 1998. Notes to Consociated Financial Statements, Continued Revenue equipment rental expenditures decreased .4% due to the maturity of certain operating equipment leases and a result of financing new tractors and trailers primarily with capital leases throughout 1997 and the first quarter of 1998. The change in mix of owned tractors and trailers versus operating lease equipment caused an increase in depreciation and interest charges as a percentage of revenue of .9% and .3%, respectively. Brokerage expenses decreased 2.4% consistent with a decrease in brokerage revenue of $2.4 million between the periods. General supplies and expenses decreased .7% due to lower professional fees and uncollectable revenue reserves offset by increased charges for driver recruiting and advertising. Loss on disposition of assets increased $.2 million, or .4% primarily related to the sale of trailers previously used in the Commercial Flatbed market. Restructuring charge of $3.0 million was recorded in the first quarter of 1997 with no corresponding adjustment in 1998. Income tax benefit was $1.1 million for the quarter ended 1998 compared to $1.5 million in 1997 resulting in an effective tax rate of 35% and 30%, respectively. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities was $5.2 million in 1998 compared to $11.7 million in 1997. The decrease is due to lower operating income, net of the restructuring charge and reduced gross collection amounts on accounts receivable due to lower sales. The accounts receivable turnover improved to 51 days in 1998 compared to 57 days in 1997. Net cash provided by investing activities was $2.7 million in 1998 compared to $4.4 million in 1997. The decrease in investing activity cash is attributed to a reduction in sale-leaseback proceeds of $2.5 million used to repay existing indebtedness associated with the acquisition of J.B. Hunt Special Commodities Division. Net cash used in financing activities was $6.2 million in 1998 compared to $17.1 million in 1997. The decrease in cash from financing activities related to net borrowings under the Company's revolving credit line of $1.2 million in 1998 versus net repayments under the credit line of $11.6 million in 1997. Furthermore, the Company repaid long-term debt, capital lease obligations, and note payments of approximately $7.1 million in 1998 compared to $5.4 million in 1997. Notes to Consociated Financial Statements, Continued CAPITAL REQUIREMENTS The Company estimates 1998 capital expenditures for tractor and trailer of approximately $45 million, net of $2 million from the sale of replaced equipment. The Company has obtained finance commitments for the majority of its needs during 1998. In addition, residual obligations of approximately $8.2 million primarily relating to certain capital lease obligations will mature in the next twelve months, and the Company will have the option to either purchase the revenue equipment for the residual amount, sell the equipment and repay the residual, or return the equipment to the lessor at the end of the lease term. The Company believes that it will be able to meet its on-going capital requirements, scheduled principal payments and working capital needs from cash flow from operations, availability under its working capital line, proceeds from the sale of equipment and additional borrowing commitments. The Company also has additional borrowing capacity supported by unencumbered tangible assets. YEAR 2000 POSITION STATEMENT The Company has considered the potential impact of the year 2000 to its computer systems. The year 2000 problem arises as a result of the year being entered as a two-digit number rather than four to define the applicable year. In the Company's AIX-based operating environment, all dates are converted to a five-digit number, which is a count of the number of days since December 31, 1969. Further, the system interprets all dates as a future year rather than a prior year, thus 2000 will not be interpreted as 1900. The Company believes that this construct eliminates any serious year 2000 problems and leaves only some minor clean-up work to be done so that representations of the date in any report where the 1900 portion of the date might be assumed are corrected to reflect 2000. The Company plans a full system test during calendar year 1998, and anticipates that it will not be required to engage outside consultants to attain compliance, and any costs associated with attaining compliance will not be material. The Company plans to load a copy of all of its production applications, its database system software, the current release of AIX and copies of live data for testing. Key factors to be tested include: proper recognition of dates in 1999 for date; arithmetic and proper program logic; proper recognition and use of dates crossing the century year from 1999 to 2000; and proper recognition and use of dates for February 29, 2000. Notes to Consociated Financial Statements, Continued INFLATION AND FUEL COSTS Inflation can be expected to have an impact on the Company's earnings; however, the effect of inflation has been minimal over the past three years. An extended period of inflation or increase in fuel costs would adversely affect the Company's results of operations without a corresponding freight rate increase from customers. The Company uses forward purchase commitments to reduce its exposure to fluctuations in fuel prices by entering into short-term fuel price agreements for the actual delivery of fuel. These agreements, which settle monthly, fix the price of fuel for approximately .8 million gallons of the Company's estimated usage during the fourth quarter of 1998. The Company recognizes an expense or benefit on these agreements in the period in which the fuel is used. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K A. EXHIBITS The following exhibit is filed as part of this report. DESIGNATION NATURE OF EXHIBIT 11 Computation of earnings Per Common Share B. REPORTS ON FORM 8-K During the quarter covered by this report there were no reports on Form 8-K filed. Items 2, 3, and 5 of Part II were not applicable and have been omitted. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRISM, INC. By:/s/James M. Revie James M. Revie Director, Chairman of the Board and Chief Executive Officer By:/s/James G. Overley James G. Overley Senior Vice President of Finance, Chief Financial Officer and Treasurer Date: May 14, 1998 TRISM, INC. EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION PAGE NUMBER 11 Computation of basic and diluted earnings Per common share 15 EXHIBIT 11 TRISM, INC. Computation of Basic and Diluted Earnings Per Common Share (In thousands, except per share amounts, unaudited) Three Months Ended March 31, 1998 1997 Net loss $ (1,947) (3,406) Weighted average number of shares Basic: Average common shares outstanding 5,725 5,737 Diluted: Average common shares outstanding 5,725 5,737 Common share equivalents resulting From Assumed exercise of stock - - options 5,725 5,737 Loss per common share: Basic $ (.34) (.59) Diluted $ (.34) (.59) Earnings (Loss) Per Share Basic earnings (loss) per share excludes dilution and is computed by dividing net earnings (loss) by the weighted average number of common shares outstand- ing. Common shares outstanding include issued shares less shares held in treasury. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock (common stock equivalents). Diluted earnings per share is calculated by dividing net income by the sum of the weighted average number of common shares outstanding and dilutive common stock equivalents at the end of each reporting period. Common stock equivalents are excluded from the diluted calculation if a net loss was incurred for the period as these transactions are anti-dilutive. EX-27 2
5 3-MOS DEC-31-1998 MAR-31-1998 8009 0 44560 1744 1425 73563 181507 65400 210530 49967 133637 0 0 59 21051 210530 0 72129 0 71393 (160) 0 3892 (2996) 1049 (1947) 0 0 0 (1947) (.34) (.34)
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