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 March 31, 1999
[ ] 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 May 6, 1999, there were 8,312,196 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
QUARTER ENDED
--------------------------------
MARCH 31, March 31,
1999 1998
(In thousands, except share data) (UNAUDITED) (Unaudited)
- ---------------------------------------------------------------------------------------
Revenue from operations $ 99,346 $ 88,694
Operating expenses:
Salaries, wages and benefits 60,878 53,274
Purchased transportation 3,319 4,155
Operating supplies and expenses 8,011 7,734
Depreciation and amortization 6,314 4,665
Building and office equipment rents 1,854 1,798
Operating taxes and licenses 4,426 3,747
Insurance and claims 2,548 2,888
Communications and utilities 1,925 1,685
General supplies and expenses 3,755 3,729
Miscellaneous expenses 828 930
-------------- --------------
Total operating expenses 93,858 84,605
-------------- --------------
Operating income 5,488 4,089
Other deductions:
Interest expense, net 1,261 913
Other expense, net 245 91
-------------- --------------
Total other deductions 1,506 1,004
-------------- --------------
Income before income taxes 3,982 3,085
Provision for income taxes 1,513 1,172
-------------- --------------
Net income $ 2,469 $ 1,913
============== ==============
Basic and diluted earnings per share $ 0.30 $ 0.23
Weighted average shares outstanding:
Basic 8,312,196 8,310,596
Diluted 8,315,057 8,325,879
The accompanying notes are an integral part of these financial statements.
2
OLD DOMINION FREIGHT LINE, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, December 31,
1999 1998
(In thousands, except share data) (UNAUDITED) (Audited)
- ----------------------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 663 $ 659
Customer receivables, less allowances of $5,639
and $5,702, respectively 50,554 48,612
Other receivables 2,228 2,567
Tires on equipment 6,109 6,325
Prepaid expenses 5,720 9,413
Deferred income taxes 2,213 2,213
--------------- ----------------
Total current assets 67,487 69,789
Property and equipment:
Revenue equipment 171,510 172,783
Land and structures 52,301 51,803
Other equipment 27,587 27,739
Leasehold improvements 4,151 4,144
--------------- ----------------
Total property and equipment 255,549 256,469
Less accumulated depreciation and amortization (101,519) (97,471)
--------------- ----------------
Net property and equipment 154,030 158,998
Other assets 14,416 13,012
--------------- ----------------
Total assets $ 235,933 $ 241,799
=============== ================
The accompanying notes are an integral part of these financial statements.
3
OLD DOMINION FREIGHT LINE, INC.
CONSOLIDATED BALANCE SHEETS
(CONTINUED)
MARCH 31, December 31,
1999 1998
(In thousands, except share data) (UNAUDITED) (Audited)
- ----------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 10,723 $ 21,350
Compensation and benefits 14,280 8,929
Claims and insurance accruals 12,123 11,961
Other accrued liabilities 3,244 2,649
Income taxes payable 842 499
Current maturities of long-term debt 7,550 9,093
--------------- ----------------
Total current liabilities 48,762 54,481
Long-term debt 57,667 61,496
Other non-current liabilities 10,093 9,636
Deferred income taxes 20,305 19,549
--------------- ----------------
Total long-term liabilities 88,065 90,681
Stockholders' equity:
Common stock - $.10 par value, 25,000,000 shares
authorized, 8,312,196 and 8,310,596 shares
outstanding, respectively 831 831
Capital in excess of par value 23,907 23,907
Retained earnings 74,368 71,899
--------------- ----------------
Total stockholders' equity 99,106 96,637
Commitments and contingencies - -
--------------- ----------------
Total liabilities and stockholders' equity $ 235,933 $ 241,799
=============== ================
The accompanying notes are an integral part of these financial statements.
4
OLD DOMINION FREIGHT LINE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
QUARTER ENDED MARCH 31,
----------------------------
1999 1998
(In thousands) (UNAUDITED) (Unaudited)
- ----------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $ 2,469 $ 1,913
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 6,314 4,665
Deferred income taxes 756 586
(Gain) loss on sale of property and equipment (51) 51
Changes in assets and liabilities:
Customer and other receivables, net (1,603) (2,794)
Tires on equipment 216 (154)
Prepaid expenses and other assets 3,275 1,508
Accounts payable (10,627) 609
Compensation, benefits and other accrued liabilities 5,946 2,916
Claims and insurance accruals 446 50
Income taxes payable 343 809
Other liabilities 173 57
------------ -------------
Net cash provided by operating activities 7,657 10,216
------------ -------------
Cash flows from investing activities:
Acquisition of business assets, net (1,100) (1,670)
Purchase of property and equipment (2,035) (13,527)
Proceeds from sale of property and equipment 854 34
------------ -------------
Net cash used by investing activities (2,281) (15,163)
------------ -------------
Cash flows from financing activities:
Proceeds from issuance of long-term debt - 20,990
Principal payments under long-term debt agreements (3,062) (1,102)
Net payments on revolving line of credit (2,310) (6,730)
------------ -------------
Net cash (used in) provided by financing
activities (5,372) 13,158
------------ -------------
Increase in cash and cash equivalents 4 8,211
Cash and cash equivalents at beginning of period 659 674
------------ -------------
Cash and cash equivalents at end of period $ 663 $ 8,885
============ =============
The accompanying notes are an integral part of these financial statements.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The consolidated 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, 1998. The results of operations for the quarter
ended March 31, 1999, are not necessarily indicative of the results for the
entire fiscal year ending December 31, 1999.
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 1998 Annual Report to Shareholders 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
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 1998
EXPENSES AS A PERCENTAGE OF REVENUE FROM OPERATIONS
THREE MONTHS ENDED
MARCH 31,
---------------------------------------
1999 1998
---------------------------------------
Revenue from operations 100.0% 100.0%
-------------- --------------
Operating expenses:
Salaries, wages and benefits 61.3 60.1
Purchased transportation 3.3 4.7
Operating supplies and expenses 8.1 8.7
Depreciation and amortization 6.3 5.3
Building and office equipment rents 1.9 2.0
Operating taxes and licenses 4.5 4.2
Insurance and claims 2.6 3.3
Communications and utilities 1.9 1.9
General supplies and expenses 3.8 4.2
Miscellaneous expenses .8 1.0
---------------- ---------------
Total operating expenses 94.5 95.4
---------------- ---------------
Operating income 5.5 4.6
Interest expense, net 1.3 1.0
Other expense, net 0.2 0.1
---------------- ---------------
Income before income taxes 4.0 3.5
Provision for income taxes 1.5 1.3
---------------- ---------------
Net income 2.5% 2.2%
============== ==============
7
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998
Net revenue for the first quarter of 1999 was $99,346,000, an increase of 12.0%
from $88,964,000 for the first quarter of 1998. Less than truckload ("LTL")
tonnage increased 8.6% as the Company continued to focus on generating market
share in its existing service center network. Consistent with this strategy, the
Company purchased selected assets from Skyline Transportation, Inc. ("Skyline")
on January 12, 1999. Skyline's LTL operations were subsequently consolidated
into the Company's existing operations and facilities with the addition of only
one new service center opening. The Skyline asset purchase was not material to
the overall operations and results of the Company during the first quarter of
1999 although it did increase the Company's southeastern regional and
inter-regional market share. The acquisition also followed the purchase of
selected assets of Fredrickson Motor Express in January 1998 and Goggin Truck
Line Company in August 1998, both of which were primarily southeastern regional
LTL carriers. The Company does not plan to expand its service center network
significantly for the remainder of 1999.
In addition to increases in freight volume, average LTL revenue per shipment
increased 4.3% to $125.21 from $120.10. This increase was driven by both
increases in LTL revenue per hundredweight and LTL weight per shipment. LTL
revenue per hundredweight for the quarter was $11.59, an increase of 3.1% over
$11.24 for the first quarter of 1998. This increase in revenue yield is
primarily the result of the Company's focus on improving pricing on unprofitable
or marginal business and was achieved in a period in which LTL weight per
shipment increased and the average length of haul decreased, both of which would
generally have the effect of lowering LTL revenue per hundredweight. LTL weight
per shipment increased 1.0% to 1,080 lbs. from 1,069 lbs. and the Company's
average length of haul decreased 1.1% to 838 miles from 847 miles. The decrease
in the average length of haul is a result of growth in the Company's regional
business, which increased 16.2% over the same period of 1998.
The operating ratio, operating expenses as a percentage of revenue, decreased
.9% to 94.5% from 95.4% in the first quarter of 1998. This improvement resulted
primarily from decreases in purchased transportation, operating supplies and
expenses, and a decrease in insurance and claims, which improved on a combined
basis to 14.0% of revenue from 16.7%. These cost reductions were partially
offset by increases in salaries, wages and benefits as well as increases in
depreciation and amortization, which, when combined, increased to 67.6% of
revenue from 65.4%.
As the Company has expanded its service center network and continued its focus
on providing direct service to its customers, the use of purchased
transportation has steadily declined. Purchased transportation, which includes
the use of rail, lease operators and cartage agents, decreased to 3.3% of
revenue from 4.7% in the first quarter of 1998. Replacement of purchased
transportation with direct service generally improves transit times but
increases certain operating expenses, particularly direct labor and equipment
costs. In the first quarter of 1999, salary, wages and benefits increased to
61.3% of revenue from 60.1%, and depreciation and amortization increased to 6.3%
of revenue from 5.3%.
Operating supplies and expenses decreased to 8.1% of revenue from 8.7% in the
first quarter of 1998 as a result of lower fuel costs. The Company experienced a
9.4% increase in fuel consumption offset by an 11.5% reduction in average price
paid per gallon. During the latter half of the first quarter of 1999 through
April 1999, the Company has experienced higher fuel costs as the average price
per gallon paid by the Company has increased.
Insurance and claims expense decreased to 2.6% of revenue from 3.3% in the prior
year due to improvements in self-insured cargo claims experience as well as
reductions in premiums charged for excess coverage of both auto liability and
cargo loss and damage. The Company reduced cargo claims expense 31.6% from
prior-year first quarter levels due to reductions in both the number of cargo
claims incurred and the severity of those claims. Favorable experience allowed
the Company to reduce excess insurance rates incurred for auto liability and
cargo by 35.0% from the first quarter of 1998.
Net interest expense increased to 1.3% of revenue from 1.0% for the prior-year
period. This increase was a result of an average higher level of debt
outstanding during the current quarter although the Company had no additional
borrowings during the first quarter of 1999 and reduced its long-term debt by
$5,372,000 from year-end 1998.
8
Net income for the first quarter of 1999 was $2,469,000, a 29.1% increase over
$1,913,000 for the prior-year period. The effective tax rate was 38.0% for both
periods.
LIQUIDITY AND CAPITAL RESOURCES
Expansion in both the size and number of service center facilities, the planned
tractor and trailer replacement cycle and revenue growth have required continued
investment in property and equipment. In order to support these requirements,
the Company incurred net capital expenditures of $2,281,000 during the first
quarter of 1999. Cash flows generated internally were sufficient to fund 100% of
the required capital expenditures during the quarter. At March 31, 1999,
long-term debt including current maturities decreased to $65,217,000 from
$70,589,000 at December 31, 1998.
The Company estimates capital expenditures to be approximately $47,000,000 to
$50,000,000 for the year ending December 31, 1999. Of that, approximately
$27,000,000 will be used for purchases of larger replacement service centers or
expansion of existing service centers, approximately $17,000,000 will be used to
purchase revenue equipment and the remaining balance will be used for
investments in technology and other assets. The Company plans to fund these
expenditures through cash flows from operations supplemented by additional
borrowings.
The Company maintains a $32,500,000 uncollateralized credit facility that
consists of a $17,500,000 line of credit commitment and a $15,000,000 letter of
credit commitment. Interest on the line of credit is charged at rates that vary
based upon a certain financial performance ratio and the stated period of time
that the borrowings are outstanding. The applicable interest rate for the first
quarter of 1999 was based upon LIBOR plus .75% for periods of 30-180 days and
prime minus 1% for periods less than 30 days. A fee of .25% is charged on the
unused portion of the $32,500,000 line of credit and letter of credit facility,
and a fee of .75% is charged on outstanding letters of credit. At March 31,
1999, there were $6,000,000 outstanding borrowings on the line of credit and
$11,385,000 outstanding on the 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 minimal exposure to changes in interest rates from its long-term
debt arrangements as approximately 91% of that debt have fixed interest rates.
Under its current policies, the Company does not use interest rate derivative
instruments to manage exposure to interest rate changes. Also, the Company,
currently, is not 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.
IMPACT OF THE YEAR 2000
Some of the Company's internally generated software, third party software,
information technology ("IT") systems and non-IT systems were written or
designed using two digits rather than four to define the applicable year. As a
result, that software or system is likely to interpret a date using "00" as the
year 1900 rather than the year 2000. This could possibly cause a system failure
or miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, or engage
in normal business activities.
The Company has completed an assessment of its software to ensure that its
computer systems will function properly with respect to dates in the year 2000
and thereafter. As of this filing date, the Company has successfully completed
modifications to all internally generated software and is currently utilizing
the modified software in production. The total cost to complete this phase of
the year 2000 project was approximately $500,000. All third party software
requiring modification has been identified and those modifications have been
successfully completed, tested and placed into production. Each software vendor
performed the necessary modifications to the third party software for year 2000
compliance and the costs were included in the annual maintenance fees charged to
the Company. Actual costs to the Company were minimal.
During 1998, the Company successfully completed modifications to its IT hardware
for year 2000 compliance at a cost of approximately $100,000. Most of this
expense was for the replacement of all the Company's older model personal
computers. While this hardware was tested to the extent possible and is
currently being used in production, failure of one or large groups of these
personal computers would not have a critical impact on the Company.
9
Old Dominion is approximately 50% complete in its evaluation of non-IT systems,
such as telephone switches and security systems, to identify systems that
require modification. As each system or component is identified, a plan to make
appropriate modifications is initiated. The Company believes there is minimal
risk in this area, and the cost of these modifications or upgrades, if any, is
expected to be less than $50,000. These evaluations and subsequent modifications
to non-IT hardware should be finalized by June 30, 1999.
The Company is currently 25% complete in its evaluation phase of its major
customers and suppliers to determine if they have taken adequate measures to
ensure that necessary modifications are made to their software and hardware
prior to the year 2000. The completion of the supplier evaluation phase, which
is scheduled for July 31, 1999, will determine the actions the Company will take
in securing alternate suppliers by year-end 1999. The Company is actively
assisting customers in achieving year 2000 compliance in their electronic data
interchange applications that are used to communicate with the Company in their
normal course of business. If these systems fail, the Company plans to convert
to traditional methods of communication such mail, phone and fax, which it
currently uses with the majority of its customer base. In addition, the
Company's existing systems could be used to provide customers with freight
tracing and documentation requirements if their systems fail. The process of
monitoring customers and suppliers for year 2000 compliance may well extend
until 2000, as those companies execute their year 2000 plans. The Company's
largest customer in 1998 accounted for 2.8% of revenue; therefore, the Company
is not dependent on any one customer. Critical supplies such as fuel and parts
are generally available from multiple sources and the Company's physical
locations are not dependent on one provider of utilities. However, failure by
any large groups of suppliers or customers to make necessary year 2000
modifications could result in a material adverse impact on the Company. The
Company has incurred approximately $10,000 to date in monitoring customer and
supplier compliance and expects to incur an additional $20,000 by year-end 1999.
In order to avoid problems that could arise in the year 2000, all modifications
to internally generated software were simulated in a year 2000 test environment
and subjected to comprehensive quality standards prior to being placed into
production. Similar IT hardware testing, to the extent possible, has been
performed. The Company's contingency plan, in the event hardware or software
failures occur in early 2000, is to have its internal IT staff and external IT
support resources available to address these potential problems as they are
identified. The Company believes today that the most likely worst case scenario
would involve (1) malfunctions in computer software at the corporate
headquarters, (2) temporary disruptions in the delivery of services and products
to the Company, primarily communications, utilities and fuel, and (3) temporary
disruptions in payments from customers. The Company expects that these events
would result in increased expense and lost revenue, and would adversely affect
the Company's cash flow.
The total cost incurred to date for year 2000 compliance is approximately
$610,000 and the Company expects to incur an additional $70,000 by year-end
1999.
The cost of the project and the date on which the Company believes it will
complete the year 2000 modifications are based on management's best estimates,
which were derived utilizing numerous assumptions of future events, including
the continued availability of certain resources and other factors. However,
there can be no guarantee that these estimates will be achieved and actual
results could differ materially from those anticipated. Specific factors that
might cause such material differences include, but are not limited to, the
availability and cost of personnel trained in this area, the ability to locate
and correct all relevant computer code, the ability of the Company's customers
and suppliers to address their year 2000 compliance problems and similar
uncertainties.
10
INFLATION
Most of the Company's expenses are affected by inflation, which will generally
result in increased costs. For the quarter ending March 31, 1999, 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 ("UST's"). The
Company believes it is in compliance with applicable environmental laws and
regulations, including those relating to UST's, 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, service centers 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 availability and cost of personnel
trained in year 2000 compliance issues, the Company's ability to locate and
correct relevant IT and non-IT problems and the ability of the Company's
customers and suppliers to address their year 2000 compliance problems; 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.
11
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its 1999 Annual Meeting of Stockholders on May 3, 1999. The
only item on the agenda was the election of directors for which votes were cast
or withheld as follows:
Nominee For Against Withheld
------- --- ------- --------
Earl E. Congdon 7,402,795 21,000 888,401
John R. Congdon 7,402,795 21,000 888,401
John A. Ebeling 7,402,795 21,000 888,401
Harold G. Hoak 7,402,795 21,000 888,401
Franz F. Holscher 7,402,795 21,000 888,401
David S. Congdon 7,402,795 21,000 888,401
John R. Congdon, Jr. 7,402,795 21,000 888,401
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit No. Description
----------- ---------------------------------
27 Financial Data Schedule
b) Reports on Form 8-K: No reports on Form 8-K were filed during the
quarter ended March 31, 1999.
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: May 6, 1999 /s/ J. WES FRYE
----------------------------- ------------------------------------
J. Wes Frye
Senior Vice President - Finance
(Principal Financial Officer)
DATE: May 6, 1999 /s/ JOHN P. BOOKER III
----------------------------- ------------------------------------
John P. Booker III
Vice President - Controller
(Principal Accounting Officer)
12