-----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, LtK5ROX+2AMZXuGKWkf0AQ3X8271exWuoHoR6Is5KlJbQYbovX6DKW07CKEE8rLa yhfOq7phFMJGTTo+2omraQ== 0000950152-97-007090.txt : 19971009 0000950152-97-007090.hdr.sgml : 19971009 ACCESSION NUMBER: 0000950152-97-007090 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971007 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971008 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIBER SYSTEM INC CENTRAL INDEX KEY: 0000701708 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 341365496 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11573 FILM NUMBER: 97692601 BUSINESS ADDRESS: STREET 1: 3925 EMBASSY PARKWAY STREET 2: P O BOX 5459 CITY: AKRON STATE: OH ZIP: 44334-0459 BUSINESS PHONE: 2163848184 MAIL ADDRESS: STREET 1: 3925 EMBASSY PARKWAY STREET 2: P O BOX 5459 CITY: AKRON STATE: OH ZIP: 44334-0459 FORMER COMPANY: FORMER CONFORMED NAME: ROADWAY SERVICES INC DATE OF NAME CHANGE: 19920703 8-K 1 CALIBER SYSTEM, INC. FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 7, 1997 ----------------------- CALIBER SYSTEM, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Ohio 0-10716 34-1365496 - ---------------------------- ------------------------ ------------------ (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 3925 Embassy Parkway, Akron, Ohio 44333 --------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code (330) 665-5646 --------------- 2 Caliber System, Inc. Form 8-K INFORMATION REQUIRED IN REPORT Item 5. Other Events - -------------------- The Registrant's news release dated October 7, 1997, a copy of which is attached hereto as Exhibit 99, is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits - -------------------------------------------------------------------------- (c) Exhibits. 99 Caliber System, Inc. News Release dated October 7, 1997. 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 hereto duly authorized. CALIBER SYSTEM, INC. ---------------------------- REGISTRANT Date: October 7, 1997 By: /s John E. Lynch, Jr. ------------------------ ----------------------- John E. Lynch, Jr. Vice President, General Counsel and Secretary 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99 Caliber System, Inc. News Release dated October 7, 1997. EX-99 2 EXHIBIT 99 1 Exhibit 99 INVESTOR CONTACT: Investor Relations (330) 665-8814 MEDIA CONTACT: David Edmonds (330) 665-8847 FOR IMMEDIATE RELEASE OCTOBER 7, 1997 CALIBER SYSTEM REPORTS STRONG THIRD QUARTER RESULTS OPERATING INCOME AT RPS UP 52% AKRON, OHIO - Caliber System, Inc. (NYSE: CBB) today reported net earnings from its ongoing businesses for the third quarter ended September 13, 1997, of $35.3 million or $.90 per share. These earnings exclude $4.3 million of transition costs attributable to operating losses at the former Central Freight Lines and other non-recurring costs related to the closing of the former Coles and Spartan Divisions of Viking Freight. Including the transition costs, the Company's net income for the quarter was $32.4 million or $.83 per share, compared to a net loss of $1.97 million or $.05 per share for the third quarter of 1996. Combined revenue for RPS, Caliber Logistics and Roberts Express increased 26% for the quarter, from $399.4 million in 1996 to $503.1 million in 1997. Third quarter 1997 revenue from Viking's ongoing operations in the West amounted to $84.4 million. Caliber's total revenue decreased from $627.2 million in the third quarter last year to $592.5 million in 1997 as a result of the Viking restructuring announced on March 27, 1997. RPS, Viking Freight and Roberts Express were positively impacted by the 12-day work stoppage at United Parcel Service (UPS). "We are pleased with our results," said Daniel J. Sullivan, Chairman, President and CEO of Caliber System. "These third quarter earnings, our best performance since the company was formed in 1996, represent continuing improvement over our first half numbers. We have realized significant increases in profits, operating margins and revenue from our ongoing operations." Sullivan added that the company has reduced its debt by half, from $430 million on January 1 to approximately $213 million at the close of the third quarter. For the first three quarters of 1997, net income from ongoing operations was $66.8 million or $1.70 per share. First quarter restructuring costs for Viking of $1.43 per share, discussed in Caliber's first quarter earnings release, and transition expenses of $.35 per share reduced year-to-date earnings per share to a loss of $.08, compared to earnings of $.20 per share for the first three quarters of 1996. Revenues from ongoing operations of $1.75 billion for the first three quarters are slightly below the $1.83 billion realized a year ago because of the restructuring. 2 Third Quarter Results Page 2 of 4 RPS's Year-Over-Year Operating Income Rises by 52% - -------------------------------------------------- Operating income at RPS for the quarter rose 52% to $44.8 million from $29.5 million for the same period in 1996. Revenue was $388.4 million, up 28% from $304.3 million a year ago as RPS continued its trend of double-digit growth. Daily package volume topped 1.5 million during the UPS work stoppage, compared to pre-strike levels of approximately 1.2 million. "RPS's terminal network is still operating near capacity in the aftermath of the new UPS labor agreement, and we expect that to be the case at least through the end of the year," said Sullivan. "We have maintained package quotas for our customers so that we can continue to preserve our on-time service record throughout the traditional peak season." Sullivan added that RPS's first priority remains servicing existing customers and that the carrier will add new customers only as capacity allows. The 12-day impact of the UPS strike amounted to approximately $21 million in revenue and $6 million of operating income. Our analysis indicates that RPS has retained more than 15% of the incremental business enjoyed during the work stoppage. Viking's Ongoing Operations Show Significant Improvement - -------------------------------------------------------- Viking's ongoing operations earned an operating profit of $5.8 million in the third quarter, compared to $1.4 million posted in the second quarter. In 1996, Viking reported third quarter operating losses of $38.2 million. "Viking is outperforming our post-restructuring expectations," stated Sullivan. "Both our yields and operating ratio are steadily improving as volume continues to grow, and on-time service is consistently exceeding 98%." Caliber Logistics and Roberts Express Record Strong Performances - ---------------------------------------------------------------- Caliber Logistics experienced a 32% increase in gross revenue and a 27% gain in net revenue and also improved its operating income over the same quarter last year. Critical-shipment carrier Roberts Express recorded year-over-year revenue and operating income growth of 14% and 30%, respectively, while continuing to post a strong operating ratio. 3 Third Quarter Results Page 3 of 4 Consolidated Results - -------------------- Unaudited revenue and earnings for the third quarter of 1997 and year to date, with comparable figures for 1996, are as follows:
Third Quarter Year to Date ------------- ------------ Sept. 13, 1997 Sept. 7, 1996 Sept. 13, 1997 Sept. 7, 1996 -------------- ------------- -------------- ------------- (dollars in thousands, except per share data) Revenue: RPS $ 388,399 $ 304,253 $ 1,066,249 $ 894,404 Viking 84,379 227,864 366,869 665,429 Other 114,231 95,109 319,891 265,368 ----------- ----------- ----------- ----------- 587,009 627,226 1,753,009 1,825,201 Transition Revenue 5,479 -- 55,351 -- ----------- ----------- ----------- ----------- Net Revenue 592,488 627,226 1,808,360 1,825,201 Operating Expenses 534,066 627,002 1,796,452 1,805,382 ----------- ----------- ----------- ----------- Operating Income (Loss): RPS 44,821 29,447 115,869 85,382 Viking 5,841 (38,217) (25,817) (85,458) Other 12,065 8,994 27,297 19,895 ----------- ----------- ----------- ----------- 62,727 224 117,349 19,819 Transition Operating Loss (4,305) -- (20,441) -- Restructuring Charge -- -- (85,000) -- ----------- ----------- ----------- ----------- Operating Income 58,422 224 11,908 19,819 Other Expense, Net (3,039) (2,965) (5,567) (5,567) ----------- ----------- ----------- ----------- Income (Loss) Before Income Taxes 55,383 (2,741) 6,341 14,252 Provision (Benefit) For Income Taxes 22,934 (771) 9,531 6,381 ----------- ----------- ----------- ----------- Net Income (Loss) $ 32,449 $ (1,970) $ (3,190) $ 7,871 =========== =========== =========== =========== Earnings (Loss) Per Share $ 0.83 $ (0.05) $ (0.08) $ 0.20 =========== =========== =========== =========== Average Shares Outstanding 39,207 39,505 39,221 39,512 =========== =========== =========== =========== Note: The gain on the sale of investments decreased other expense, net by $7.6 million or $.12 per share year to date. The Company operates in 13 four-week periods. Each of the first three quarters contain 12 weeks and the fourth quarter contains 16 weeks.
4 Third Quarter Results Page 4 of 4 Caliber System is a leading provider of value-added transportation, logistics and related information services. Its operating companies include RPS, a business-to-business small-package carrier; Viking Freight, a supplier of regional freight service in the West; Caliber Logistics, a contract logistics provider; Roberts Express, a critical-shipment carrier; and Caliber Technology, a producer of systemwide information services. As announced on October 6, 1997, Caliber System has entered into a definitive agreement with Federal Express Corporation. FDX Corporation, a new holding company to be formed as part of the transaction, will acquire Caliber and its operating units. The transaction, which is subject to approval by the shareholders of both companies and other customary conditions, is expected to close in early 1998. This release contains forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties are detailed from time to time in reports filed by the Company with the Securities and Exchange Commission, including Forms 8-K, 10-Q and 10-K. - ### - -----END PRIVACY-ENHANCED MESSAGE-----