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. | |
| For the Period ended September 13, 2003. | ||
| OR | ||
| [ ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
Commission file number 000-32821
ROADWAY CORPORATION
| Delaware (State or other jurisdiction of incorporation or organization) |
34-1956254 (I.R.S. Employer Identification No.) |
| 1077 Gorge Boulevard, Akron, OH (Address of principal executive offices) |
44310 (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 September 13, 2003 was 20,422,417.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Roadway Corporation and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
| September 13, 2003 | December 31, 2002 | |||||||||
| (in thousands, except share data) | ||||||||||
Assets |
||||||||||
Current assets: |
||||||||||
Cash and cash equivalents |
$ | 132,894 | $ | 106,929 | ||||||
Accounts receivable, including retained interest
in securitized receivables, net |
241,975 | 230,216 | ||||||||
Assets of discontinued operations |
| 87,431 | ||||||||
Other current assets |
48,125 | 38,496 | ||||||||
Total current assets |
422,994 | 463,072 | ||||||||
Carrier operating property, at cost |
1,509,280 | 1,515,648 | ||||||||
Less allowance for depreciation |
1,017,936 | 1,006,465 | ||||||||
Net carrier operating property |
491,344 | 509,183 | ||||||||
Goodwill, net |
285,874 | 283,910 | ||||||||
Other assets |
83,201 | 79,708 | ||||||||
Total assets |
$ | 1,283,413 | $ | 1,335,873 | ||||||
Liabilities and shareholders equity |
||||||||||
Current liabilities: |
||||||||||
Accounts payable |
$ | 187,924 | $ | 193,501 | ||||||
Salaries and wages |
125,863 | 151,464 | ||||||||
Liabilities of discontinued operations |
| 32,407 | ||||||||
Other current liabilities |
58,951 | 83,518 | ||||||||
Total current liabilities |
372,738 | 460,890 | ||||||||
Long-term liabilities: |
||||||||||
Casualty claims and other |
71,584 | 78,548 | ||||||||
Accrued pension and retiree medical |
146,582 | 135,053 | ||||||||
Long-term debt |
248,924 | 273,513 | ||||||||
Total long-term liabilities |
467,090 | 487,114 | ||||||||
Shareholders equity: |
||||||||||
Common Stock - $.01 par value
|
||||||||||
Authorized - 100,000,000 shares
|
||||||||||
Issued - 20,556,714 shares |
206 | 206 | ||||||||
Outstanding 20,422,417 in 2003 and 19,368,590 in 2002
|
||||||||||
Other shareholders equity |
443,379 | 387,663 | ||||||||
Total shareholders equity |
443,585 | 387,869 | ||||||||
Total liabilities and shareholders equity |
$ | 1,283,413 | $ | 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 | |||||||||
| (Third Quarter) | |||||||||
| September 13, 2003 | September 7, 2002 | ||||||||
| (in thousands, except per share data) | |||||||||
Revenue |
$ | 751,594 | $ | 681,696 | |||||
Operating expenses: |
|||||||||
Salaries, wages and benefits |
477,174 | 438,017 | |||||||
Operating supplies and expenses |
122,412 | 108,176 | |||||||
Purchased transportation |
77,246 | 63,850 | |||||||
Operating taxes and licenses |
18,515 | 17,966 | |||||||
Insurance and claims expense |
15,133 | 16,483 | |||||||
Provision for depreciation |
16,658 | 18,079 | |||||||
Net (gain) loss on disposal of operating property |
(5,068 | ) | 1,075 | ||||||
Compensation and other expense related to the
acquisition by Yellow Corporation |
24,337 | | |||||||
Total operating expenses |
746,407 | 663,646 | |||||||
Operating income from continuing operations |
5,187 | 18,050 | |||||||
Interest (expense) |
(4,735 | ) | (5,469 | ) | |||||
Other (expense), net |
(1,544 | ) | (1,181 | ) | |||||
(Loss) income from continuing operations before income taxes |
(1,092 | ) | 11,400 | ||||||
Provision for income taxes |
2,309 | 4,944 | |||||||
(Loss) income from continuing operations |
(3,401 | ) | 6,456 | ||||||
Income from discontinued operations |
| 480 | |||||||
Net (loss) income |
$ | (3,401 | ) | $ | 6,936 | ||||
(Loss) earnings per share basic: |
|||||||||
Continuing operations |
$ | (0.18 | ) | $ | 0.35 | ||||
Discontinued operations |
| 0.03 | |||||||
Total (loss) earnings per share basic |
$ | (0.18 | ) | $ | 0.38 | ||||
(Loss) earnings per share diluted: |
|||||||||
Continuing operations |
$ | (0.18 | ) | $ | 0.33 | ||||
Discontinued operations |
| 0.03 | |||||||
Total (loss) earnings per share diluted |
$ | (0.18 | ) | $ | 0.36 | ||||
Average shares outstanding basic |
19,460 | 18,478 | |||||||
Average shares outstanding diluted |
19,460 | 18,914 | |||||||
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)
| Thirty-six Weeks Ended | |||||||||
| (Three Quarters) | |||||||||
| September 13, 2003 | September 7, 2002 | ||||||||
| (in thousands, except per share data) | |||||||||
Revenue |
$ | 2,247,192 | $ | 1,936,666 | |||||
Operating expenses: |
|||||||||
Salaries, wages and benefits |
1,420,832 | 1,264,454 | |||||||
Operating supplies and expenses |
382,846 | 314,489 | |||||||
Purchased transportation |
227,755 | 173,134 | |||||||
Operating taxes and licenses |
57,069 | 51,011 | |||||||
Insurance and claims expense |
44,774 | 41,043 | |||||||
Provision for depreciation |
50,827 | 54,319 | |||||||
Net (gain) loss on disposal of operating property |
(4,227 | ) | 1,653 | ||||||
Compensation and other expense related to the
acquisition by Yellow Corporation |
24,337 | | |||||||
Total operating expenses |
2,204,213 | 1,900,103 | |||||||
Operating income from continuing operations |
42,979 | 36,563 | |||||||
Interest (expense) |
(14,616 | ) | (16,406 | ) | |||||
Other (expense), net |
(4,501 | ) | (3,891 | ) | |||||
Income from continuing operations before income taxes |
23,862 | 16,266 | |||||||
Provision for income taxes |
12,790 | 7,047 | |||||||
Income from continuing operations |
11,072 | 9,219 | |||||||
(Loss) income from discontinued operations |
(155 | ) | 1,642 | ||||||
Net income |
$ | 10,917 | $ | 10,861 | |||||
Earnings (loss) per share basic: |
|||||||||
Continuing operations |
$ | 0.58 | $ | 0.50 | |||||
Discontinued operations |
(0.01 | ) | 0.09 | ||||||
Total earnings per share basic |
$ | 0.57 | $ | 0.59 | |||||
Earnings (loss) per share diluted: |
|||||||||
Continuing operations |
$ | 0.58 | $ | 0.48 | |||||
Discontinued operations |
(0.01 | ) | 0.09 | ||||||
Total earnings per share diluted |
$ | 0.57 | $ | 0.57 | |||||
Average shares outstanding basic |
19,018 | 18,502 | |||||||
Average shares outstanding diluted |
19,038 | 18,982 | |||||||
Dividends declared per share |
$ | 0.15 | $ | 0.15 | |||||
See notes to condensed consolidated financial statements.
3
Roadway Corporation and Subsidiaries
Condensed Statements of Consolidated Cash Flows (Unaudited)
| Thirty-six Weeks Ended | ||||||||
| (Three Quarters) | ||||||||
| September 13, 2003 | September 7, 2002 | |||||||
| (in thousands) | ||||||||
Cash flows from operating activities |
||||||||
Income from continuing operations |
$ | 11,072 | $ | 9,219 | ||||
Depreciation and amortization |
53,226 | 55,565 | ||||||
Other operating adjustments |
(10,050 | ) | (20,654 | ) | ||||
Net cash provided by operating activities |
54,248 | 44,130 | ||||||
Cash flows from investing activities |
||||||||
Purchases of carrier operating property |
(37,427 | ) | (46,863 | ) | ||||
Sales of carrier operating property |
9,516 | 1,934 | ||||||
Business disposal (acquisition) |
47,430 | (24,191 | ) | |||||
Net cash provided (used) by investing activities |
19,519 | (69,120 | ) | |||||
Cash flows from financing activities |
||||||||
Dividends paid |
(2,941 | ) | (2,799 | ) | ||||
Sale of treasury shares |
8,927 | 994 | ||||||
(Purchase) of treasury shares |
(2,203 | ) | (14,115 | ) | ||||
Transfer from discontinued operation |
| 5,000 | ||||||
Long-term (repayments) borrowings |
(51,851 | ) | (5,000 | ) | ||||
Net cash (used) by financing activities |
(48,068 | ) | (15,920 | ) | ||||
Effect of exchange rate changes on cash |
305 | (200 | ) | |||||
Net increase (decrease) in cash and cash
equivalents from continuing operations |
26,004 | (41,110 | ) | |||||
Net (decrease) in cash and cash equivalents
from discontinued operations |
(39 | ) | (4,080 | ) | ||||
Cash and cash equivalents at beginning of period |
106,929 | 110,432 | ||||||
Cash and cash equivalents at end of period |
$ | 132,894 | $ | 65,242 | ||||
The following table shows all non-cash investing and financing activities for the three quarters ended September 13, 2003 and September 7, 2002:
| Thirty-six Weeks Ended | ||||||||
| (Three Quarters) | ||||||||
| September 13, 2003 | September 7, 2002 | |||||||
| (in thousands) | ||||||||
Investing activities: Issuance
of Note Receivable in connection
with the sale of ATS |
$ | 8,000 | $ | | ||||
Financing activities: Issuance
of Treasury shares to fund
various employee stock plans |
$ | 20,935 | $ | 13,568 | ||||
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 thirty-six weeks ended September 13, 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.
Roadway Corporation (the 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.
The Company completed the required transitional 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.
Roadway recognizes revenue on the date that freight is delivered to the consignee, at which time all services have been rendered. Roadway recognizes revenue on a gross basis since we are the primary obligor in the arrangement, even if we use other transportation service providers who act on our behalf, because we are responsible to the customer for complete and proper shipment, including the risk of physical loss or damage of the goods and cargo claims issues. In addition, we retain all credit risk. Related expenses are recognized as incurred.
5
Note 2Stock-based compensation
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure. The Company has adopted the disclosure provision of SFAS No. 148 as of December 31, 2002. As permitted under SFAS No. 123, Accounting for Stock-Based Compensation, and SFAS No. 148, the Company has elected to follow APB Opinion No. 25, Accounting for Stock Issued to Employees. The Company has issued stock options for which compensation expense is not recognized in the Companys financial statements because the exercise price of the Companys employee stock options was equal to the market price of the underlying stock on the date of grant.
The following table sets forth the impact of stock based compensation had we elected to follow SFAS 123:
| Twelve weeks ended | Thirty-six weeks ended | |||||||||||||||||||
| (Third quarter) | (Three quarters) | |||||||||||||||||||
| Sept 13, 2003 | Sept 7, 2002 | Sept 13, 2003 | Sept 7, 2002 | |||||||||||||||||
| (in thousands, except per share data) | ||||||||||||||||||||
(Loss) incomeas reported from: |
||||||||||||||||||||
Continuing operations |
$ | (3,401 | ) | $ | 6,456 | $ | 11,072 | $ | 9,219 | |||||||||||
Discontinued operations |
| 480 | (155 | ) | 1,642 | |||||||||||||||
Net (loss) incomeas reported |
$ | (3,401 | ) | $ | 6,936 | $ | 10,917 | $ | 10,861 | |||||||||||
Add: Stock-based compensation expense
included in reported income from continuing
operations, net of tax effects. |
$ | 7,807 | $ | 1,183 | $ | 10,088 | $ | 3,748 | ||||||||||||
Deduct: Total stock-based compensation
expense determined under fair value based
method for all awards, net of tax effects. |
8,091 | 1,454 | 10,807 | 4,453 | ||||||||||||||||
(Loss) incomepro forma from: |
||||||||||||||||||||
Continuing operations |
(3,685 | ) | 6,185 | 10,353 | 8,514 | |||||||||||||||
Discontinued operations |
| 480 | (155 | ) | 1,642 | |||||||||||||||
Net (loss) incomepro forma |
$ | (3,685 | ) | $ | 6,665 | $ | 10,198 | $ | 10,156 | |||||||||||
Basic (loss) earnings per share |
||||||||||||||||||||
As reported: continuing operations |
$ | (0.18 | ) | $ | 0.35 | $ | 0.58 | $ | 0.50 | |||||||||||
As reported: discontinued operations |
| 0.03 | (0.01 | ) | 0.09 | |||||||||||||||
As reported: total |
$ | (0.18 | ) | $ | 0.38 | $ | 0.57 | $ | 0.59 | |||||||||||
Pro forma: continuing operations |
$ | (0.20 | ) | $ | 0.33 | $ | 0.54 | $ | 0.46 | |||||||||||
Pro forma: discontinued operations |
| 0.03 | (0.01 | ) | 0.09 | |||||||||||||||