FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] 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: 0-19582
OLD DOMINION FREIGHT LINE, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 56-0751714
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1730 Westchester Drive
High Point, NC 27262
(Address of principal executive offices)
Telephone Number (336) 889-5000
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 .
--- ---
As of August 9, 2000, there were 8,312,840 shares of the registrant's
Common Stock ($.10 par value) outstanding.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
OLD DOMINION FREIGHT LINE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
------------------------------ ---------------------------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
(In thousands, except share and per share data) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
- ---------------------------------------------------------------------- -------------- ------------------- -------------------
Revenue from operations $ 120,144 $ 106,195 $ 232,943 $ 205,541
Operating expenses:
Salaries, wages and benefits 70,766 64,444 138,510 125,322
Purchased transportation 4,905 3,327 9,655 6,646
Operating supplies and expenses 11,555 8,570 24,052 16,581
Depreciation and amortization 6,635 6,303 13,090 12,617
Building and office equipment rents 1,777 1,829 3,686 3,683
Operating taxes and licenses 4,778 4,478 9,404 8,904
Insurance and claims 3,112 2,398 5,882 4,946
Communications and utilities 2,141 1,783 4,241 3,708
General supplies and expenses 4,792 4,236 8,998 7,991
Miscellaneous expenses 1,068 1,124 2,087 1,952
--------------- -------------- ------------------- -------------------
Total operating expenses 111,529 98,492 219,605 192,350
--------------- -------------- ------------------- -------------------
Operating income 8,615 7,703 13,338 13,191
Other deductions:
Interest expense, net 1,033 829 1,932 2,090
Other expense (income), net 80 (4) 89 241
--------------- -------------- ------------------- -------------------
Total other deductions 1,113 825 2,021 2,331
--------------- -------------- ------------------- -------------------
Income before income taxes 7,502 6,878 11,317 10,860
Provision for income taxes 2,926 2,614 4,414 4,127
--------------- -------------- ------------------- -------------------
Net income $ 4,576 $ 4,264 $ 6,903 $ 6,733
=============== ============== =================== ===================
Basic and diluted earnings per share: $ 0.55 $ 0.51 $ 0.83 $ 0.81
Weighted average shares outstanding:
Basic 8,312,840 8,312,196 8,312,840 8,312,196
Diluted 8,313,228 8,315,254 8,314,891 8,315,156
The accompanying notes are an integral part of these financial statements.
OLD DOMINION FREIGHT LINE, INC.
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
2000 1999
(In thousands, except share data) (Unaudited) (Audited)
- -------------------------------------------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 873 $ 781
Customer receivables, less allowances of $5,942
and $6,495, respectively 58,485 55,077
Other receivables 786 1,067
Tires on equipment 6,169 6,428
Prepaid expenses 6,032 10,631
Deferred income taxes 2,270 2,270
------------------ --------------------
Total current assets 74,615 76,254
Property and equipment:
Revenue equipment 181,957 178,301
Land and structures 69,653 68,972
Other equipment 50,566 31,557
Leasehold improvements 4,395 4,381
------------------ --------------------
Total property and equipment 306,571 283,211
Less accumulated depreciation and amortization (124,511) (116,249)
------------------ --------------------
Net property and equipment 182,060 166,962
Other assets 14,711 14,363
------------------ --------------------
Total assets $ 271,386 $ 257,579
================== ====================
The accompanying notes are an integral part of these financial statements.
OLD DOMINION FREIGHT LINE, INC.
CONSOLIDATED BALANCE SHEETS
(CONTINUED)
June 30, December 31,
2000 1999
(In thousands, except share data) (Unaudited) (Audited)
- -------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 18,456 $ 22,944
Compensation and benefits 13,928 11,352
Claims and insurance accruals 13,465 12,548
Other accrued liabilities 2,810 2,927
Income taxes payable 609 -
Current maturities of long-term debt 10,018 21,811
------------------ --------------------
Total current liabilities 59,286 71,582
Long-term debt 61,809 43,059
Other non-current liabilities 11,552 11,102
Deferred income taxes 20,798 20,798
------------------ --------------------
Total long-term liabilities 94,159 74,959
Stockholders' equity:
Common stock - $.10 par value, 25,000,000 shares
authorized, 8,312,840 outstanding 831 831
Capital in excess of par value 23,907 23,907
Retained earnings 93,203 86,300
------------------ --------------------
Total stockholders' equity 117,941 111,038
Commitments and contingencies - -
------------------ --------------------
Total liabilities and stockholders' equity $271,386 $ 257,579
================== ====================
The accompanying notes are an integral part of these financial statements.
OLD DOMINION FREIGHT LINE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30,
----------------------------------
2000 1999
(In thousands) (Unaudited) (Unaudited)
- ------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $ 6,903 $ 6,733
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 13,090 12,617
Deferred income taxes 756
(Gain) loss on sale of property and equipment (28) 149
Changes in assets and liabilities:
Customer and other receivables, net (3,127) 380
Tires on equipment 259 155
Prepaid expenses and other assets 4,037 4,471
Accounts payable (4,488) (6,034)
Compensation, benefits and other accrued liabilities 2,459 6,130
Claims and insurance accruals 1,162 666
Income taxes payable 609 (257)
Other liabilities 205 404
--------------- ---------------
Net cash provided by operating activities 21,081 26,170
--------------- ---------------
Cash flows from investing activities:
Acquisition of business assets, net - (1,100)
Purchase of property and equipment (28,763) (14,527)
Proceeds from sale of property and equipment 817 1,894
--------------- ---------------
Net cash used in investing activities (27,946) (13,733)
--------------- ---------------
Cash flows from financing activities:
Proceeds from issuance of long-term debt 1,626 -
Principal payments under long-term debt agreements (6,494) (4,766)
Net proceeds (payments) on revolving line of credit 11,825 (7,685)
--------------- ---------------
Net cash used in financing activities 6,957 (12,451)
--------------- ---------------
Increase (decrease) in cash and cash equivalents 92 (14)
Cash and cash equivalents at beginning of period 781 659
--------------- ---------------
Cash and cash equivalents at end of period $ 873 $ 645
=============== ===============
The accompanying notes are an integral part of these financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The consolidated interim financial statements are unaudited and reflect all
adjustments (consisting only of normal recurring adjustments) which are, in the
opinion of management, necessary for a fair presentation of the financial
position and operating results for the interim periods. The consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto contained in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1999. The results of
operations for the quarter ended June 30, 2000, are not necessarily indicative
of the results for the entire fiscal year ending December 31, 2000.
There have been no significant changes in the accounting policies of the
Company, or significant changes in the Company's commitments and contingencies
as previously described in the 1999 Annual Report to Stockholders and related
annual report to the Securities and Exchange Commission on Form 10-K.
EARNINGS PER SHARE
Net income per share of common stock is based on the weighted average number of
shares outstanding during each period
SUBSEQUENT EVENTS
None
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations for the Three Months and Six Months Ended June 30, 2000,
Compared to the Three Months and Six Months Ended June 30, 1999
Expenses as a Percentage of Revenue from Operations
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------------- ----------------------------------
2000 1999 2000 1999
-------------- -------------- --------------- --------------
Revenue from operations 100.0% 100.0% 100.0% 100.0%
-------------- -------------- --------------- --------------
Operating expenses:
Salaries, wages and benefits 58.9 60.7 59.5 61.0
Purchased transportation 4.1 3.1 4.1 3.2
Operating supplies and expenses 9.6 8.1 10.3 8.1
Depreciation and amortization 5.5 5.9 5.6 6.1
Building and office equipment rents 1.5 1.7 1.6 1.8
Operating taxes and licenses 4.0 4.2 4.0 4.3
Insurance and claims 2.6 2.3 2.5 2.4
Communications and utilities 1.8 1.7 1.8 1.8
General supplies and expenses 4.0 4.0 3.9 3.9
Miscellaneous expenses .8 1.0 1.0 1.0
-------------- -------------- --------------- --------------
Total operating expenses 92.8 92.7 94.3 93.6
-------------- -------------- --------------- --------------
Operating income 7.2 7.3 5.7 6.4
Interest expense, net .9 .8 .8 1.0
Other expense, net .1 - - 0.1
-------------- -------------- --------------- --------------
Income before income taxes 6.2 6.5 4.9 5.3
Provision for income taxes 2.4 2.5 1.9 2.0
-------------- -------------- --------------- --------------
Net income 3.8% 4.0% 3.0% 3.3%
============== ============== =============== ==============
RESULTS OF OPERATIONS
Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999
Net revenue for the second quarter of 2000 was $120,144,000, an increase of
13.1% from $106,195,000 for the second quarter of 1999. Less-than-truckload
("LTL") tonnage increased 4.9% from the prior-year quarter while total tonnage
increased 3.0%. Both LTL shipments and total shipments increased 5.4%. These
increases in freight volumes were a result of the Company's consistent focus on
increasing market share in its existing areas of operation, a strategy that
allows the Company to achieve its revenue growth objectives without significant
additional investments in property and equipment, and also achieves operating
synergies that improve profitability. As a component of that strategy, the
Company expanded its full-state coverage east of the Mississippi River from 16
to 21 states with the addition of Illinois, Indiana, Ohio, Kentucky and West
Virginia. The Company also experienced growth in its new guaranteed and
expedited service product, Speed Service, which it initiated at the beginning of
2000. Speed Service is anticipated to grow significantly as more customers
demand service sensitive and customized delivery services.
In addition to increases in freight volume, average LTL revenue per shipment
increased 8.4% to $135.44 from $124.92. This increase was a result of an 8.9%
increase in LTL revenue per hundredweight that was partially offset by a .6%
decrease in LTL weight per shipment. In addition, the Company's average length
of haul increased 4.1% to 872 miles from 838 miles, which generally increases
both LTL revenue per hundredweight and LTL revenue per shipment.
The improvement in LTL revenue per hundredweight for the quarter to $12.71,
compared to $11.67 for the second quarter of 1999, was a result of the Company's
focus on improving pricing, specifically on unprofitable or marginal business,
and the impact of a fuel surcharge, which was assessed during the quarter to
offset the significantly higher cost of fuel during the quarter. The average
price per gallon of diesel fuel increased 60.2% over the second quarter 1999.
Other petroleum-related products, such as gasoline, oil, propane and lubricants,
also incurred similar increases. Indirectly, the Company experienced increases
in many other goods and services it purchases as a result of the increased
transportation costs built into those products' prices. The fuel surcharge
accounted for approximately 3.0% of net revenue for the second quarter of 2000,
while there was no fuel surcharge for the comparable period of 1999.
The operating ratio (operating expenses as a percentage of revenue) increased to
92.8% in the second quarter of 2000 from 92.7%. This increase in the Company's
operating costs, while modest, reflects the impact of increased purchased
transportation to 4.1% of revenue from 3.1% for the prior-year quarter. This
increase was a result of the Company's utilization of more purchased linehaul
services and cartage agents in lieu of Company equipment and personnel as
reflected in the decrease in salaries, wages and benefits to 58.9% of revenue
from 60.7% for the second quarter of 1999. Use of purchased linehaul services
was primarily a result of an imbalance in transcontinental traffic patterns
experienced during the quarter. The initial startup of full-state coverage in 21
states and expanded coverage to certain remote locations has resulted in an
increase in outsourcing of pickup and delivery services through agent partners.
As market share builds in these areas, Company personnel and equipment will
replace these outside expenditures.
The Company's strategy to grow existing markets resulted in improvements in
asset utilization, which were reflected in decreases in certain fixed costs as a
percent of revenue when compared to the prior-year quarter. Depreciation and
amortization decreased to 5.5% of revenue from 5.9%, building and office
equipment rents decreased to 1.5% from 1.7%, and operating taxes and licenses
decreased to 4.0% from 4.2%.
Net interest expense increased slightly to .9% of revenue from .8% for the
prior-year period. This increase was a result of higher outstanding debt during
the second quarter of 2000, which was partially offset by the capitalization of
certain interest costs relating to major construction projects to build or
expand the capacity of service center facilities.
Net income for the second quarter of 2000 was $4,576,000, a 4.0% increase from
$4,264,000 for the prior-year period. The effective tax rate was 39.0% and 38.0%
for the second quarters of 2000 and 1999, respectively.
Six Months Ended June 30, 2000, Compared to Six Months Ended June 30, 1999
Net revenue for the six months ended June 30, 2000, was $232,943,000, an
increase of 13.3%, compared to $205,541,000 for the same period of 1999. LTL
tonnage increased 5.8% due to a 7.3% increase in LTL shipments, which was
partially offset by a 1.4% decrease in LTL weight per shipment. These increases
in revenue and tonnage have been consistent with the Company's growth strategy
to increase market share in its existing geographic area of operations and
service center network. This growth strategy was complemented in the first half
of 2000 with the implementation of full-state coverage in 21 states east of the
Mississippi River. In addition, the Company added its new guaranteed and
customized service product, Speed Service, in early 2000, which is expected to
grow significantly as customers discover additional value in the time definite
and customized service capabilities the Company offers.
Average revenue per LTL shipment for the first six months of 2000 increased 7.1%
to $133.96 from $125.06 for the comparable period of 1999. This increase was due
to a 8.7% increase in LTL revenue per hundredweight to $12.64 from $11.63 and a
1.4% decrease in LTL weight per shipment. The increase in LTL revenue per
shipment includes the impact of a fuel surcharge, which was implemented to
offset the high cost of fuel. For the first half of 2000, the Company's average
price for a gallon of diesel fuel increased 79.0% over the average price paid in
the first half of 1999. In addition, the Company also incurred direct increases
in other petroleum-related products such as gasoline, oil, propane and
lubricants. Indirectly, the rising cost of fuel increased prices of other
products and services that the Company uses in its normal course of business.
The fuel surcharge accounted for approximately 2.8% of revenue for the first
half of 2000, while there was no fuel surcharge for the comparable period of
1999.
The operating ratio for the first half of 2000 was 94.3% compared with 93.6% for
the first half of 1999. The increase in operating costs were primarily the
result of the increased use of outside purchased transportation during the
period and severe winter weather that hampered operating efficiencies and
productivity in the first quarter.
The increase in purchased transportation was the result of two factors. First,
the Company's implementation of full-state coverage for 21 states required the
Company to serve certain remote locations where it was initially more economical
to use outside pickup and delivery services through partner agents. As the
Company builds these markets, the use of these agents will diminish and be
replaced by Company labor and equipment. In the first half of 2000, these
expenditures were 1.9% of revenue compared to 1.1% for the same period of 1999.
To some extent, the use of outside agents caused Company salary, wages and
benefits to decrease to 59.5% of revenue from 61.0% in the previous year period.
Second, the Company contracted for purchased linehaul services to offset an
imbalance in transcontinental freight patterns during the first half of 2000.
Purchased linehaul services increased to .29% of revenue from .05% for the
prior-year period. Temporary imbalances in freight flows are common in the LTL
industry, particularly for those carriers who are experiencing rapid growth in
their markets.
By concentrating growth in existing markets, the Company was successful in
improving its utilization of facilities and equipment. Depreciation and
amortization decreased to 5.6% of revenue from 6.1%, building and office
equipment rents decreased to 1.6% from 1.8%, and operating taxes and licenses
decreased to 4.0% from 4.3%.
Net interest expense was .8% of revenue for the first six months of 2000
compared to 1.0% for the comparable period of 1999. This decrease was primarily
due to the capitalization of $483,000 in interest costs relating to construction
projects in the first half of 2000. The Company anticipates both its outstanding
debt and related interest expense will increase in the remaining half of 2000 as
it executes a significant portion of its capital budget for upgrades to its
service centers and equipment fleet.
Net income was $6,903,000 for the six months ended June 30, 2000, an increase of
2.5%, compared to $6,733,000 for the same six-month period the previous year.
The effective tax rate was 39.0% and 38.0% for the second quarters of 2000 and
1999, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Continued investment in property and equipment has resulted from expansion in
the size and number of service center facilities, the planned tractor and
trailer replacement cycle and revenue growth. In order to support these
requirements, the Company incurred net capital expenditures of $19,538,000
during the second quarter of 2000. Cash flows generated internally funded 75.4%
of the capital expenditures through the second quarter, the remainder of which
was funded with additional borrowings. At June 30, 2000, long-term debt
including current maturities increased to $71,827,000 from $64,870,000 at
December 31, 1999.
The Company estimates net capital expenditures to be approximately $64,000,000
to $68,000,000 for the year ending December 31, 2000. Of that, approximately
$27,000,000 is allocated for purchases of larger replacement service centers or
expansion of existing service centers, $29,000,000 is allocated for purchases of
revenue equipment, $6,000,000 is allocated for enhancements to information
systems and the remaining balance is allocated for purchases of other assets.
The Company plans to fund these expenditures through cash flows from operations
supplemented by additional borrowings.
During 1999 and early 2000, the Company maintained a $32,500,000
uncollateralized credit facility that consisted of a $17,500,000 line of credit
commitment and a $15,000,000 standby letter of credit commitment. Interest on
the line of credit was charged at rates that vary based upon a certain financial
performance ratio and the stated period of time that the borrowings were
outstanding. On January 14, 2000, the Company amended this credit facility to
consist of a $22,000,000 line of credit commitment and a $12,500,000 standby
letter of credit commitment under the same terms and conditions as the previous
agreement. The applicable interest rate for the second quarter of 2000 under
this amended agreement was based upon LIBOR plus .60% for periods of 30-180 days
and prime minus 1% for periods less than 30 days. A fee of .20% was charged on
the unused portion of the line of credit and letter of credit facility and a fee
of .60% to .75% was charged on outstanding letters of credit.
On May 30, 2000, the Company terminated its existing credit agreement and
entered into a new three-year agreement, which provides for a $62,500,000
uncollateralized credit facility that consists of a $50,000,000 line of credit
commitment and a $12,500,000 standby letter of credit commitment. Interest on
the line of credit is charged at rates that vary based upon a fixed charge
coverage ratio, which was LIBOR plus .70% for the portion of the second quarter
this agreement was in effect. Fees, which also vary based upon the fixed charge
coverage ratio, are charged on the outstanding standby letters of credit and the
unused portion of the line of credit facility and were .70% and .20%,
respectively, for the applicable portion of the second quarter. No fee is
charged upon the unused portion of the standby letter of credit facility.
At June 30, 2000, there were $23,400,000 outstanding borrowings on the line of
credit and $11,385,000 outstanding on the standby letter of credit facility.
Letters of credit are primarily issued as collateral for self-insured reserves
for bodily injury, property damage and workers' compensation claims. The Company
believes that it has sufficient credit lines and capacity to meet seasonal and
long-term financial needs.
The Company has limited exposure to changes in interest rates from its long-term
debt arrangements as approximately 67.4% of that debt has fixed interest rates.
The Company does not currently use interest rate derivative instruments to
manage exposure to interest rate changes. Also, the Company is not currently
using any fuel hedging instruments as its tariff provisions generally allow for
fuel surcharges to be implemented in the event that fuel prices exceed
stipulated levels.
INFLATION
Most of the Company's expenses are affected by inflation, which will generally
result in increased costs. For the quarter ending June 30, 2000, the effect of
inflation on the Company's results of operations was minimal.
SEASONALITY
The Company's operations are subject to seasonal trends common in the motor
carrier industry. Operating results in the first and fourth quarters are
normally lower due to reduced shipments during the winter months. Harsh winter
weather can also adversely impact the Company's performance by reducing demand
and increasing operating expenses. The second and third quarters are stronger
due to increased demand for services during the spring and summer months.
ENVIRONMENTAL
The Company is subject to federal, state and local environmental laws and
regulations, particularly relative to underground storage tanks. The Company
believes it is in compliance with applicable environmental laws and regulations,
including those relating to underground storage tanks, and does not believe that
the cost of future compliance will have a material adverse effect on the
Company's operations or financial condition.
FORWARD-LOOKING INFORMATION
Forward-looking statements in this report, including, without limitation,
statements relating to future events or the future financial performance of the
Company appear in the preceding Management's Discussion and Analysis of
Financial Condition and Results of Operations and in other written and oral
statements made by or on behalf of the Company, including, without limitation,
statements relating to the Company's goals, strategies, expectations,
competitive environment, regulation and availability of resources. Such
forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Investors are cautioned
that such forward-looking statements involve risks and uncertainties that could
cause actual events and results to be materially different from those expressed
or implied herein, including, but not limited to, the following: (1) changes in
the Company's goals, strategies and expectations, which are subject to change at
any time at the discretion of the Company; (2) the Company's ability to maintain
a nonunion, qualified work force; (3) the competitive environment with respect
to industry capacity and pricing; (4) the availability and cost of fuel,
additional revenue equipment and other significant resources; (5) the impact of
regulatory bodies; (6) various economic factors such as insurance costs,
liability claims, interest rate fluctuations, the availability of qualified
drivers or owner-operators, fluctuations in the resale value of revenue
equipment, increases in fuel or energy taxes, economic recessions and downturns
in customers' business cycles and shipping requirements; (7) the Company's
inability to raise capital or borrow funds on satisfactory terms, which could
limit growth and require the Company to operate its revenue equipment for longer
periods of time; (8) the Company's ability to purchase, build or lease
facilities suitable for its operations; and (9) other risks and uncertainties
indicated from time to time in the Company's filings with the Securities and
Exchange Commission.
Item 3. Quantitative and Qualitative Disclosure of Market Risk
The information called for by this item is provided under the caption "Liquidity
and Capital Resources" under Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
Exhibit No. Description
----------- -----------
4.7.1 Credit Agreement between First Union
National Bank and Old Dominion Freight Line,
Inc., dated May 31, 2000
27 Financial Data Schedule
b) Reports on Form 8-K: No reports on Form 8-K were filed during the
quarter ended June 30, 2000.
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 thereunto duly authorized.
OLD DOMINION FREIGHT LINE, INC.
DATE: AUGUST 9, 2000 J. WES FRYE
----------------------------------- -----------
J. Wes Frye
Senior Vice President
- Finance
(Principal Financial Officer)
DATE: AUGUST 9, 2000 JOHN P. BOOKER III
----------------------------------- ------------------
John P. Booker III
Vice President - Controller
(Principal Accounting Officer)