UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
| (Mark One) | ||
| [ü] | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. | |
| [ ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
Commission file number 000-32821
ROADWAY CORPORATION
| Delaware | 34-1956254 | |
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No) |
| 1077 Gorge Boulevard, Akron, OH | 44310 | |||
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| (Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (330) 384-1717
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 ü No .
Indicate by check mark whether the registrant is an accelerated filer (as
defined in rule 12b-2 of the Exchange Act).
Yes ü No .
The number of shares of common stock ($.01 par value) outstanding as of June 21, 2003 was 19,898,002.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Roadway Corporation and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
| June 21, 2003 | December 31, 2002 | |||||||||
| (in thousands, except share data) | ||||||||||
Assets |
||||||||||
Current assets: |
||||||||||
Cash and cash equivalents |
$ | 125,692 | $ | 106,929 | ||||||
Accounts receivable, including retained interest
in securitized receivables, net |
215,055 | 230,216 | ||||||||
Assets of discontinued operations |
| 87,431 | ||||||||
Other current assets |
49,541 | 38,496 | ||||||||
Total current assets |
390,288 | 463,072 | ||||||||
Carrier operating property, at cost |
1,511,699 | 1,515,648 | ||||||||
Less allowance for depreciation |
1,015,682 | 1,006,465 | ||||||||
Net carrier operating property |
496,017 | 509,183 | ||||||||
Goodwill, net |
286,181 | 283,910 | ||||||||
Other assets |
91,093 | 79,708 | ||||||||
Total assets |
$ | 1,263,579 | $ | 1,335,873 | ||||||
Liabilities and shareholders equity |
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Current liabilities: |
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Accounts payable |
$ | 164,806 | $ | 193,501 | ||||||
Salaries and wages |
125,162 | 151,464 | ||||||||
Liabilities of discontinued operations |
| 32,407 | ||||||||
Other current liabilities |
61,889 | 83,518 | ||||||||
Total current liabilities |
351,857 | 460,890 | ||||||||
Long-term liabilities: |
||||||||||
Casualty claims and other |
75,505 | 78,548 | ||||||||
Accrued pension and retiree medical |
147,800 | 135,053 | ||||||||
Long-term debt |
270,279 | 273,513 | ||||||||
Total long-term liabilities |
493,584 | 487,114 | ||||||||
Shareholders equity: |
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Common Stock - $.01 par value |
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Authorized - 100,000,000 shares |
||||||||||
Issued - 20,556,714 shares |
206 | 206 | ||||||||
Outstanding 19,898,002 in 2003 and 19,368,590 in 2002 |
||||||||||
Other shareholders equity |
417,932 | 387,663 | ||||||||
Total shareholders equity |
418,138 | 387,869 | ||||||||
Total liabilities and shareholders equity |
$ | 1,263,579 | $ | 1,335,873 | ||||||
Note: The balance sheet at December 31, 2002 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See notes to condensed consolidated financial statements.
1
Roadway Corporation and Subsidiaries
Condensed Statements of Consolidated Income (Unaudited)
| Twelve Weeks Ended | |||||||||
| (Second Quarter) | |||||||||
| June 21, 2003 | June 15, 2002 | ||||||||
| (in thousands, except per share data) | |||||||||
Revenue |
$ | 741,528 | $ | 656,003 | |||||
Operating expenses: |
|||||||||
Salaries, wages and benefits |
468,223 | 427,273 | |||||||
Operating supplies and expenses |
130,022 | 107,104 | |||||||
Purchased transportation |
75,725 | 57,775 | |||||||
Operating taxes and licenses |
18,688 | 17,481 | |||||||
Insurance and claims expense |
14,529 | 13,129 | |||||||
Provision for depreciation |
16,870 | 18,152 | |||||||
Net loss on disposal of operating property |
30 | 283 | |||||||
Total operating expenses |
724,087 | 641,197 | |||||||
Operating income from continuing operations |
17,441 | 14,806 | |||||||
Other (expense), net |
(6,044 | ) | (6,823 | ) | |||||
Income from continuing operations before income taxes |
11,397 | 7,983 | |||||||
Provision for income taxes |
4,787 | 3,347 | |||||||
Income from continuing operations |
6,610 | 4,636 | |||||||
(Loss) income from discontinued operations |
(302 | ) | 1,038 | ||||||
Net income |
$ | 6,308 | $ | 5,674 | |||||
Earnings (loss) per share basic: |
|||||||||
Continuing operations |
$ | 0.35 | $ | 0.25 | |||||
Discontinued operations |
(0.02 | ) | 0.05 | ||||||
Total earnings per share basic |
$ | 0.33 | $ | 0.30 | |||||
Earnings (loss) per share diluted: |
|||||||||
Continuing operations |
$ | 0.35 | $ | 0.25 | |||||
Discontinued operations |
(0.02 | ) | 0.05 | ||||||
Total earnings per share diluted |
$ | 0.33 | $ | 0.30 | |||||
Average shares outstanding basic |
18,955 | 18,474 | |||||||
Average shares outstanding diluted |
19,336 | 18,888 | |||||||
Dividends declared per share |
$ | 0.05 | $ | 0.05 | |||||
See notes to condensed consolidated financial statements.
2
Roadway Corporation and Subsidiaries
Condensed Statements of Consolidated Income (Unaudited)
| Twenty-four Weeks Ended | |||||||||||
| (Two Quarters) | |||||||||||
| June 21, 2003 | June 15, 2002 | ||||||||||
| (in thousands, except per share data) | |||||||||||
Revenue |
$ | 1,495,598 | $ | 1,254,970 | |||||||
Operating expenses: |
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Salaries, wages and benefits |
943,658 | 826,437 | |||||||||
Operating supplies and expenses |
260,434 | 206,313 | |||||||||
Purchased transportation |
150,509 | 109,284 | |||||||||
Operating taxes and licenses |
38,554 | 33,045 | |||||||||
Insurance and claims expense |
29,641 | 24,560 | |||||||||
Provision for depreciation |
34,169 | 36,240 | |||||||||
Net loss on disposal of operating property |
841 | 578 | |||||||||
Total operating expenses |
1,457,806 | 1,236,457 | |||||||||
Operating income from continuing operations |
37,792 | 18,513 | |||||||||
Other (expense), net |
(12,838 | ) | (13,647 | ) | |||||||
Income from continuing operations before income taxes |
24,954 | 4,866 | |||||||||
Provision for income taxes |
10,481 | 2,103 | |||||||||
Income from continuing operations |
14,473 | 2,763 | |||||||||
(Loss) income from discontinued operations |
(155 | ) | 1,162 | ||||||||
Net income |
$ | 14,318 | $ | 3,925 | |||||||
Earnings (loss) per share basic: |
|||||||||||
Continuing operations |
$ | 0.77 | $ | 0.15 | |||||||
Discontinued operations |
(0.01 | ) | 0.06 | ||||||||
Total earnings per share basic |
$ | 0.76 | $ | 0.21 | |||||||
Earnings (loss) per share diluted: |
|||||||||||
Continuing operations |
$ | 0.76 | $ | 0.15 | |||||||
Discontinued operations |
(0.01 | ) | 0.06 | ||||||||
Total earnings per share diluted |
$ | 0.75 | $ | 0.21 | |||||||
Average shares outstanding basic |
18,802 | 18,514 | |||||||||
Average shares outstanding diluted |
19,177 | 18,968 | |||||||||
Dividends declared per share |
$ | 0.10 | $ | 0.10 | |||||||
See notes to condensed consolidated financial statements.
3
Roadway Corporation and Subsidiaries
Condensed Statements of Consolidated Cash Flows (Unaudited)
| Twenty-four Weeks Ended | ||||||||
| (Two Quarters) | ||||||||
| June 21, 2003 | June 15, 2002 | |||||||
| (in thousands) | ||||||||
Cash flows from operating activities |
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Income from continuing operations |
$ | 14,473 | $ | 2,763 | ||||
Depreciation and amortization |
35,849 | 37,175 | ||||||
Other operating adjustments |
(31,928 | ) | (45,756 | ) | ||||
Net cash provided (used) by operating activities |
18,394 | (5,818 | ) | |||||
Cash flows from investing activities |
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Purchases of carrier operating property |
(22,448 | ) | (24,313 | ) | ||||
Sales of carrier operating property |
1,721 | 1,869 | ||||||
Business disposal |
47,430 | | ||||||
Net cash provided (used) by investing activities |
26,703 | (22,444 | ) | |||||
Cash flows from financing activities |
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Dividends paid |
(1,931 | ) | (1,940 | ) | ||||
Treasury stock activity, net |
1,713 | (1,383 | ) | |||||
Transfer from discontinued operation |
| 2,500 | ||||||
Long-term (repayments) borrowings |
(26,426 | ) | (2,500 | ) | ||||
Net cash (used) by financing activities |
(26,644 | ) | (3,323 | ) | ||||
Effect of exchange rate changes on cash |
348 | (90 | ) | |||||
Net increase (decrease) in cash and cash
equivalents from continuing operations |
18,801 | (31,675 | ) | |||||
Net (decrease) in cash and cash equivalents
from discontinued operations |
(38 | ) | (5,163 | ) | ||||
Cash and cash equivalents at beginning of period |
106,929 | 110,432 | ||||||
Cash and cash equivalents at end of period |
$ | 125,692 | $ | 73,594 | ||||
See notes to condensed consolidated financial statements.
4
Roadway Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the twelve and twenty-four weeks ended June 21, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. For further information, refer to the consolidated financial statements and footnotes thereto included in the Roadway Corporation Annual Report on Form 10-K for the year ended December 31, 2002.
The Company completed the required goodwill impairment test under SFAS No. 142 for all reporting units effective June 21, 2003 which did not indicate any impairment. The Company expects to perform the required annual goodwill impairment assessment on a recurring basis at the end of the second quarter each year, or more frequently should any indicators of possible impairment be identified.
Note 2Accounting Period
Roadway Corporation (the registrant or Company) operates on 13 four-week accounting periods with 12 weeks in each of the first three quarters and 16 weeks in the fourth quarter.
Note 3Discontinued operations
On December 26, 2002, the Company entered into an agreement to sell Arnold Transportation Services (ATS) to a management group led by the units president and a private equity firm, for approximately $55,000,000. The ATS business segment was acquired as part of the Companys purchase of Arnold Industries, Inc. (subsequently renamed Roadway Next Day Corporation) in November 2001, but did not fit the Companys strategic focus of being a LTL carrier. The transaction was completed on January 23, 2003. The Company did not recognize a significant gain or loss as a result of this transaction.
The Company has reported the ATS results as a discontinued operation in the accompanying financial statements and, unless otherwise stated, the notes to the financial statements for all periods presented exclude the amounts related to this discontinued operation.
5
Note 4Earnings per Share
The following table sets forth the computation of basic and diluted earnings per share:
| Twelve Weeks Ended | Twenty-four Weeks Ended | ||||||||||||||||
| (Second Quarter) | (Two Quarters) | ||||||||||||||||
| June 21, 2003 | June 15, 2002 | June 21, 2003 | June 15, 2002 | ||||||||||||||
| (in thousands, except per share data) | |||||||||||||||||
Income (loss) from: |
|||||||||||||||||
Continuing operations |
$ | 6,610 | $ | 4,636 | $ | 14,473 | $ | 2,763 | |||||||||
Discontinued operations |
(302 | ) | 1,038 | (155 | ) | 1,162 | |||||||||||
Net income |
$ | 6,308 | $ | 5,674 | $ | 14,318 | $ | 3,925 | |||||||||
Weighted-average shares for
basic earnings per share |
18,955 | 18,474 | 18,802 | 18,514 | |||||||||||||
Management incentive stock plans |
381 | 414 | 375 | 454 | |||||||||||||
Weighted-average shares for
diluted earnings per share |
19,336 | 18,888 | 19,177 | 18,968 | |||||||||||||
Basic earnings (loss) per share from: |
|||||||||||||||||
Continuing operations |
$ | 0.35 | $ | 0.25 | $ | 0.77 | $ | 0.15 | |||||||||
Discontinued operations |
(0.02 | ) | 0.05 | (0.01 | ) | 0.06 | |||||||||||
Basic earnings per share |
$ | 0.33 | $ | 0.30 | $ | 0.76 | $ | 0.21 | |||||||||
Diluted earnings (loss) per share from: |
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Continuing operations |
$ | 0.35 | $ | 0.25 | $ | 0.76 | $ | 0.15 | |||||||||
Discontinued operations |
(0.02 | ) | 0.05 | (0.01 | ) | 0.06 | |||||||||||
Diluted earnings per share |
$ | 0.33 | $ | 0.30 | $ | 0.75 | $ | 0.21 | |||||||||
6
Note 5Segment information
The Company provides freight services in two business segments: Roadway Express (Roadway) and New Penn Motor Express (New Penn). The Roadway segment provides long haul, expedited, and regional LTL freight services in North America and offers services to over 100 countries worldwide. The New Penn segment provides regional, next-day LTL freight services primarily in the northeast region of the United States.
The Companys reportable segments are identified based on differences in products, services, and management structure. The measurement basis of segment profit or loss is operating income. Business segment assets consist primarily of customer receivables, net carrier operating property, and goodwill.
| Twelve weeks ended June 21, 2003 | |||||||||||||||
| (Second Quarter) | |||||||||||||||
| Roadway Express | New Penn | Total | |||||||||||||
| (in thousands) | |||||||||||||||
Revenue |
$ | 691,156 | $ | 50,372 | $ | 741,528 | |||||||||
Operating expense: |
|||||||||||||||
Salaries, wages & benefits |
433,101 | 32,657 | 465,758 | ||||||||||||
Operating supplies |
125,734 | 7,244 | 132,978 | ||||||||||||
Purchased transportation |
75,276 | 449 | 75,725 | ||||||||||||