-----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, L8mkwXU8IPOkGTqk/9Hf0ubTPCZQqMxslScinlqly9OkXze8IgdPjThqDdjxE4Vu XiO9v3KCd2fYpmdMj+Tdqw== /in/edgar/work/20000627/0000881791-00-000015/0000881791-00-000015.txt : 20000920 0000881791-00-000015.hdr.sgml : 20000920 ACCESSION NUMBER: 0000881791-00-000015 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000401 FILED AS OF DATE: 20000627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USFREIGHTWAYS CORP CENTRAL INDEX KEY: 0000881791 STANDARD INDUSTRIAL CLASSIFICATION: [4213 ] IRS NUMBER: 363790696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-19791 FILM NUMBER: 661526 BUSINESS ADDRESS: STREET 1: 8550 W BRYN MAWR AVE STREET 2: SUITE 700 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 8476960200 MAIL ADDRESS: STREET 1: 9700 HIGGINS ROAD SUITE 570 CITY: ROSEMONT STATE: IL ZIP: 60018 FORMER COMPANY: FORMER CONFORMED NAME: TNT FREIGHTWAYS CORP DATE OF NAME CHANGE: 19930328 10-Q/A 1 0001.txt AMENDED FIRST QUARTER REPORT SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 Form 10-Q/A X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 1, 2000, 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 0-19791 USFREIGHTWAYS CORPORATION (Exact name of registrant as specified in its charter) Delaware 36-3790696 (State of Incorporation) (IRS Employer Identification No.) 8550 W. Bryn Mawr Ave., Chicago, Illinois 60631 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (773) 824-1000 Not applicable (Former name or former address, if changed since the last report) 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 Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of May 3, 2000, 26,604,777 shares of common stock were outstanding. PART I: FINANCIAL INFORMATION Item 1. Financial Statements. USFreightways Corporation Condensed Consolidated Balance Sheets Unaudited (Dollars in thousands)
April 1, December 31, 2000 1999 - ----------------------------------------------------------------------------------------------------- Assets Current assets: Cash $ 9,162 $ 6,862 Accounts receivable, net 304,122 293,989 Other 71,057 62,077 ----------------- ------------------- Total current assets 384,341 362,928 ----------------- ------------------- Net property and equipment 691,581 660,510 Net intangible assets 174,430 174,538 Other assets 15,329 14,191 ----------------- ------------------- Total assets $ 1,265,681 $ 1,121,167 ----------------- ------------------- Liabilities and Stockholders' Equity Current liabilities: Current debt $ 17,044 $ 20,561 Notes payable 100,000 100,000 Accounts payable 80,340 89,193 Other current liabilities 200,400 160,590 ----------------- ------------------ Total current liabilities 397,784 370,344 ----------------- ------------------ Long-term liabilities: Long-term debt 36,848 33,137 Notes payable 100,000 100,000 Other long-term liabilities 150,983 149,827 ----------------- ------------------ Total long-term liabilities 287,831 282,964 ----------------- ------------------ Common stockholders' equity 580,066 558,859 ----------------- ------------------ Total liabilities and stockholders' equity $ 1,265,681 $ 1,121,167 ----------------- ------------------
USFreightways Corporation Consolidated Statements of Income Unaudited (Dollars in thousands, except per-share amounts)
Three months ended ------------------------------------- April 1, April 3, 2000 1999 - ----------------------------------------------------------------------------- Operating revenue LTL Trucking $ 460,804 $ 410,797 TL Trucking 19,488 10,286 Logistics 67,125 41,022 Freight Forwarding 60,804 51,124 ----------------- ---------------- Total operating revenue $ 608,221 $ 513,229 Operating expenses: LTL Trucking 422,621 380,653 TL Trucking 18,543 9,601 Logistics 62,883 38,291 Freight Forwarding 60,088 49,674 Corporate and other 3,327 2,779 ----------------- ---------------- Total operating expenses 567,462 480,998 ----------------- ---------------- Income from operations 40,759 32,231 ----------------- ---------------- Non-operating income (expense): Interest expense (4,571) (2,812) Interest income 192 232 Other, net 493 24 ---------------- --------------- Total non-operating expense (3,886) (2,556) ---------------- --------------- Net income before income taxes 36,873 29,675 Income tax expense 14,823 12,167 Minority interest, net of taxes (266) - ----------------- --------------- Net income $ 22,316 $ 17,508 ----------------- --------------- Average shares outstanding - basic 26,509,438 26,313,897 Average shares outstanding - diluted 27,456,591 26,988,930 Basic earnings per common share: $ 0.84 $ 0.67 Diluted earnings per common share: $ 0.81 $ 0.65 ----------------- ------------------
USFreightways Corporation Condensed Consolidated Statements of Cash Flows Unaudited (Dollars in thousands)
Three months ended -------------------------------------- April 1, April 3, 2000 1999 - ----------------------------------------------------------------------------------- Cash flows from operating activities: Net Income $ 22,316 $ 17,508 Adjustments to net income: Depreciation and amortization 26,519 22,462 Other items affecting cash 5,548 4,517 from operating activities ----------------- --------------- Net cash provided by operating activities 54,383 44,487 ----------------- --------------- Cash flows from investing activities: Capital expenditures (45,830) (30,293) Proceeds on sales 1,960 1,020 Acquisitions (7,300) (31,300) ----------------- ---------------- Net cash used in investing activities (51,170) (60,573) ----------------- ---------------- Cash flows from financing activities: Dividends paid (2,473) (2,452) Proceeds from sale of treasury stock 1,366 1,415 Proceeds from long-term debt 40,000 25,000 Payments on long-term debt (40,498) (1,780) Net change in short-term debt 692 (5,497) ----------------- ---------------- Net cash provided by (used in) financing activities (913) 16,686 ----------------- ---------------- Net increase/(decrease) in cash 2,300 600 ----------------- ---------------- Cash at beginning of period 6,862 5,548 ----------------- ----------------- Cash at end of period $ 9,162 $ 6,148 ----------------- -----------------
Notes to Condensed Consolidated Financial Statements (Dollars in thousands, except per share amounts) (Unaudited) 1. General The financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The statements are unaudited but, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The Company's results of operations are affected by the seasonal aspects of the trucking and air freight industries. Therefore, operating results for the three months ended April 1, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. For further information, refer to consolidated financial statements and footnotes thereto included in the registrant's annual report on Form 10-K for the year ended December 31, 1999. 2. Earnings per share Basic earnings per share are calculated on income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share are calculated using earnings available to each share of common stock outstanding during the period and to each share that would have been outstanding assuming the issuance of common shares for all dilutive potential common shares outstanding during the reporting period. Unexercised stock options, calculated under the treasury stock method, is the only reconciling item between the Company's basic and diluted earnings per share. The number of options included in the denominator, used to calculate diluted earnings per share are 947,153 and 675,033 for the first quarters of 2000 and 1999 respectively. 3. Acquisitions On January 10, 2000, USF Glen Moore, the Company's truckload (TL) carrier, acquired (for approximately $7 million in cash) all of the shares of Tri-Star Transportation, Inc, a Tennessee based TL carrier. Tri-Star operates 170 tractor/trailer units and while not included in the Company's Fiscal 1999 revenue, generated $28 million in revenue for 1999, with approximately two- thirds coming from dedicated fleet operations. On January 18, 2000 the Company announced an agreement to acquire all of the shares of Transport Corporation of America, Inc. (a stock-for-stock transaction). By mutual agreement of the boards of directors of each company, the agreement was terminated on February 8, 2000. 4. Long-Term Debt The Company's debt includes $100,000,000 of notes due May 1, 2000 and $100,000,000 of guaranteed notes due May 1, 2009. On January 31, 2000, the Company filed a Form S-3 registration statement that allowed for the sale of up to $400,000,000 in additional guaranteed notes. The guaranteed notes are fully and unconditionally guaranteed, on a joint and several basis, on an unsecured senior basis, by all of the Company's direct and indirect domestic subsidiaries (the "Subsidiary Guarantors"). The Company is a holding company and during the period presented substantially all of the assets were the stock of the Subsidiary Guarantors, and substantially all of the operations were conducted by the Subsidiary Guarantors. Accordingly, the aggregate assets, liabilities, earnings and equity of the Subsidiary Guarantors were substantially equivalent to the assets, liabilities, earnings and equity of the Company on a consolidated basis. Management of the Company believes that separate financial statements of, and other disclosures with respect to, the Subsidiary Guarantors are not meaningful or material to investors. 5. Other On March 15, 2000, the Company announced the formation of USF Worldwide Logistics, a new operating group that brings together the Company's logistics and freight forwarding business units into one cohesive organization. 6. Subsequent events On April 19, 2000, the Company sold $150,000,000 in 8 1/2% guaranteed notes due April 15, 2010 as part of the $400,000,000 Form S-3 registration statement filed on January 31, 2000. The net proceeds from the sale of the guaranteed notes, after deducting underwriting fees and other expenses were approximately $149,000,000, were used to repay $100,000,000 in 6 5/8% notes that matured May 1, 2000 and to reduce other unsecured lines of credit.
5. Segment Reporting Three Months Ended April 1, April 3, 2000 1999 - ------------------------------------------------------------------------------- Revenue LTL Group: USF Holland $ 246,617 $ 219,950 USF Reddaway 62,532 55,135 USF Red Star 65,184 53,774 USF Dugan 50,589 47,097 USF Bestway 35,882 34,841 - ------------------------------------------------------------------------------- Sub total LTL Group 460,804 410,797 Truckload - Glen Moore 19,488 10,286 Logistics subsidiaries 67,125 41,022 Freight forwarding 60,804 51,124 Corporate and other - - - ------------------------------------------------------------------------------- Total Revenue $ 608,221 $ 513,229 Income From Operations LTL Group: USF Holland $ 25,801 $ 21,258 USF Reddaway 4,650 3,504 USF Red Star 1,355 305 USF Dugan 2,712 1,187 USF Bestway 3,665 3,890 - ------------------------------------------------------------------------------- Sub total LTL Group 38,183 30,144 Truckload - Glen Moore 945 685 Logistics subsidiaries 4,242 2,731 Freight forwarding 716 1,450 Corporate and other (1,658) (1,417) Amortization of intangibles (1,669) (1,362) - ------------------------------------------------------------------------------- Total Income from Operations $ 40,759 $ 32,231 - -------------------------------------------------------------------------------
Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations. Results of Operations USFreightways Corporation ("the Company") reported net income for the thirteen weeks ended April 1, 2000 of $22,316,000, a 27% increase over the $17,508,000 which was reported for the thirteen weeks which ended April 3, 1999. This is the fifteenth consecutive quarter that earnings have increased over the same quarter of the previous year. Net income per share for the current year's quarter was equivalent to 81 cents diluted earnings per share, a 25% increase compared to the 65 cents diluted earnings per share for the same quarter of 1999. The current year's quarter included an after tax charge of 2.5 cents per share for the start-up costs for USF Asia Group and legal and other professional costs incurred in connection with the aborted merger with Transport Corporation of America, Inc. Revenue for the 2000 quarter increased by 18.5% to $608,221,000 from $513,229,000 for the first quarter of 1999. USF Processors, acquired March 1, 1999 and Tri-Star Transportation, Inc.acquired by USF Glen Moore early in January this year collectively contributed approximately $22,000,000 additional revenue. Revenue and net income for the 2000 quarter improved compared to the same period of the previous year, although revenue and operating earnings this year were negatively impacted by adverse weather in weeks three and four this year and by rising fuel costs. Less-than-truckload (LTL) revenue for the current quarter at the regional trucking subsidiaries increased 12.1% over the 1999 first quarter, LTL shipments increased 9.8% and LTL tonnage increased 9.4%. LTL revenue per shipment increased from $108.75 to $110.94 and the weight per shipment decreased from 1,151 pounds to 1,147 pounds. Operating earnings for the regional trucking group increased 26.7% to $38,183,000 in 2000 compared to $30,144,000 for the same period of 1999. The consolidated operating ratio improved to 91.7 from 92.7 last year led by USF Holland with an operating ratio of 89.5 this year compared to 90.3 in the previous year and improvements also at USF Dugan, USF Red Star and USF Reddaway. Improvements in costs occurred in Labor, Workers' Compensation, Insurance and Claims and Depreciation expenses, but were partially offset by increases in Operating Expenses and Supplies due to rising fuel costs net of fuel surcharges. The increase in the price of fuel in excess of surcharge recoveries was equivalent to four cents a share. USF Glen Moore, the Company's TL carrier, recorded operating earnings of $945,000 at an operating ratio of 95.1 compared to $685,000 and an operating ratio of 93.3 in 1999 as fuel increased from 13.3% of revenue in 1999 to 15.1% in the current year equivalent to approximately one cent a share. Revenue in the Logistics group increased by 63.6% to $67,125,000 in the current quarter from $41,022,000 million in the prior year. USF Processsors contributed revenue in the 2000 quarter amounting to approximately $18.7 million compared to $4.1 million in last year's quarter, from its acquistion on March 1, 1999. Other existing logistics' contracts increased revenue by $5.6 million over the prior year's quarter. USF Distribution Services increased revenue by $6.0 million of which expansion into its centers in Dallas, Kansas City, Montgomery, Fontana and Oklahoma City (that were not open in the 1999 first quarter) contributed $4.1 million, while other existing distribution centers increased revenue by $1.9 million. Earnings in the Logistics group increased 55.3% over the prior year's quarter to $4.2 million from $2.7 million due to earnings increases at USF Processors, USF Distribution Services and higher profits from existing customers' business. Revenue in the Freight Forwarding group increased 18.9% to $60,804,000 from $51,124,000 in the prior year's quarter. The group's operating earnings decreased to $716,000 from $1,450,000 for the 1999 quarter. Results in the Freight Forwarding group include USF Asia, the trading name given to a joint venture formed in October 1999 of which USF Worldwide(a wholly owned subisidiary in the Freight Forwarding group)is a partner, which recorded first quarter revenue of approximately $1.2 million and an operating loss before tax of $890,000 (due to start-up costs) before reduction for minority interest. On January 10th, USF Glen Moore, the Company's truckload (TL) carrier, acquired (for approximately $7 million in cash) all of the shares of Tri-Star Transportation, Inc, a Tennessee based TL carrier. Tri-Star operates 170 tractor/trailer units and while not included in the Company's Fiscal 1999 revenue, generated $28 million in revenue for 1999, with approximately two- thirds coming from dedicated fleet operations. On January 18th, the Company announced an agreement to acquire all of the shares of Transport Corporation of America, Inc. (a stock-for-stock transaction). By mutual agreement of the boards of directors of each company, the agreement was terminated on February 8th. On March 15th, the Company announced the formation of USF Worldwide Logistics, a new operating group that brings together the Company's logistics and freight forwarding business units into one cohesive organization. Liquidity and Capital Resources Cash flows from operating activities contributed $54.4 million during the current quarter compared to $44.5 million in last year's quarter. Net capital expenditures for the 2000 quarter amounted to approximately $51 million including $37.4 million for revenue equipment, $3.5 million for terminal facilities, and the balance for other capital items plus the acquisition of Tri-Star Transportation. Last year for the same quarter, net capital expenditures amounted to $60.6 million, mainly for revenue equipment, terminal facilities and the USF Processors acquisition. Bank borrowings increased only slightly during the quarter. The Company's debt includes $100,000,000 of notes due May 1, 2000 and $100,000,000 of guaranteed notes due May 1, 2009. On January 31, 2000, the Company filed a Form S-3 registration statement that allowed for the sale of up to $400,000,000 in additional guaranteed notes. The guaranteed notes are fully and unconditionally guaranteed, on a joint and several basis, on an unsecured senior basis, by all of the Company's direct and indirect domestic subsidiaries (the "Subsidiary Guarantors"). The Company is a holding company and during the period presented substantially all of the assets were the stock of the Subsidiary Guarantors, and substantially all of the operations were conducted by the Subsidiary Guarantors. Accordingly, the aggregate assets, liabilities, earnings and equity of the Subsidiary Guarantors were substantially equivalent to the assets, liabilities, earnings and equity of the Company on a consolidated basis. Management of the Company believes that separate financial statements of, and other disclosures with respect to, the Subsidiary Guarantors are not meaningful or material to investors. On April 19, 2000, the Company sold $150,000,000 in 8 1/2% guaranteed notes due April 15, 2010 as part of the $400,000,000 Form S-3 registration statement filed on January 31, 2000. The net proceeds from the sale of the guaranteed notes, after deducting underwriting fees and other expenses was approximately $149,000,000, was used to repay $100,000,000 in 6 5/8% notes that matured May 1, 2000 and to reduce other unsecured lines of credit. A dividend of 9 1/3 cents per share equivalent to $2.5 million was paid on April 7, 2000 to shareholders of record on March 24, 2000. PART II: OTHER INFORMATION Item 1. Legal Proceedings. The Company is a party to a number of proceedings brought under the Comprehensive Environmental Response, Compensation and Liability Act, (CERCLA). The Company has been made a party to these proceedings as an alleged generator of waste disposed of at hazardous waste disposal sites. In each case, the Government alleges that the parties are jointly and severally liable for the cleanup costs. Although joint and several liability is alleged, these proceedings are frequently resolved on the basis of the quantity of waste disposed of at the site by the generator. The Company's potential liability varies greatly from site to site. For some sites the potential liability is de minimis and for others the costs of cleanup have not yet been determined. While it is not feasible to predict or determine the outcome of these proceedings or similar proceedings brought by state agencies or private litigants, in the opinion of management, the ultimate recovery or liability, if any, resulting from such litigation, individually or in the aggregate, will not materially adversely affect the Company's financial condition or results of operations and, to the Company's best knowledge, such liability, if any, will represent less than 1% of its revenues. Also, the Company is involved in other litigation arising in the ordinary course of business, primarily involving claims for bodily injuries and property damage. In the opinion of management, the ultimate recovery or liability, if any, resulting from such litigation, individually or in the aggregate, will not materially adversely affect the Company's financial condition or results of operations. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits 1. Exhibit 27-Financial Data Schedule. (b) Current Reports on Form 8-K were filed: 1. A Current Report on Form 8-K was filed on January 20, 2000 and February 9, 2000. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated the 27th day of June, 2000. USFREIGHTWAYS CORPORATION By: /s/ Christopher L. Ellis ________________________ Christopher L. Ellis Senior Vice President, Finance and Chief Financial Officer By: /s/ Robert S. Owen ___________________ Robert S. Owen Controller and Principal Accounting Officer EX-27 2 0002.txt FDS WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE. EXHIBIT 27 FINANCIAL DATA SCHEDULE (FDS)
5 1000 3-MOS DEC-31-2000 JAN-01-2000 APR-01-2000 9,162 0 304,122 0 0 384,341 691,581 0 1,265,681 397,784 0 0 0 0 580,066 1,265,681 0 608,221 0 567,462 (685) 0 4,571 36,873 14,823 22,316 0 0 0 22,316 0.84 0.81
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