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, 2002
[_] 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.)
500 Old Dominion Way
Thomasville, NC 27630
(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 9, 2002, there were 8,316,740 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,
2002 2001
(In thousands, except share data) (Unaudited) (Unaudited)
- ------------------------------------------------------------------------------------------------------
Revenue from operations $ 127,147 $ 120,270
Operating expenses:
Salaries, wages and benefits 78,761 74,107
Purchased transportation 4,336 4,602
Operating supplies and expenses 11,865 12,702
Depreciation and amortization 7,454 7,288
Building and office equipment rents 1,815 1,968
Operating taxes and licenses 5,445 5,233
Insurance and claims 3,961 2,871
Communications and utilities 2,402 2,569
General supplies and expenses 4,757 4,157
Miscellaneous expenses, net 1,271 1,568
---------- ----------
Total operating expenses 122,067 117,065
---------- ----------
Operating income 5,080 3,205
Other deductions:
Interest expense, net 1,321 1,494
Other expense, net 83 70
---------- ----------
Total other deductions 1,404 1,564
---------- ----------
Income before income taxes 3,676 1,641
Provision for income taxes 1,434 640
---------- ----------
Net income $ 2,242 $ 1,001
========== ==========
Basic and diluted earnings per share $ 0.27 $ 0.12
Weighted average shares outstanding:
Basic 8,313,133 8,312,840
Diluted 8,317,825 8,312,840
The accompanying notes are an integral part of these financial statements.
2
OLD DOMINION FREIGHT LINE, INC.
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2002 2001
(In thousands, except share data) (Unaudited) (Audited)
- -------------------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 958 $ 761
Customer receivables, less allowances of $6,505
and $6,816, respectively 58,908 51,061
Other receivables 700 1,097
Tires on equipment 7,449 7,346
Prepaid expenses 7,667 12,728
Deferred income taxes 873 873
--------------- ---------------
Total current assets 76,555 73,866
Property and equipment:
Revenue equipment 208,047 204,416
Land and structures 119,488 117,570
Other equipment 46,674 42,851
Leasehold improvements 4,716 4,679
--------------- ---------------
Total property and equipment 378,925 369,516
Less accumulated depreciation and amortization (156,791) (151,333)
--------------- ---------------
Net property and equipment 222,134 218,183
Other assets 18,793 18,791
--------------- ---------------
Total assets $ 317,482 $ 310,840
=============== ===============
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,
2002 2001
(In thousands, except share data) (Unaudited) (Audited)
- -----------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 15,408 $ 13,799
Compensation and benefits 12,147 9,942
Claims and insurance accruals 16,124 14,958
Other accrued liabilities 3,271 3,034
Income taxes payable 1,249 425
Current maturities of long-term debt 10,042 8,408
--------------- ----------------
Total current liabilities 58,241 50,566
Long-term debt 85,956 90,014
Other non-current liabilities 13,599 12,840
Deferred income taxes 20,781 20,781
--------------- ----------------
Total long-term liabilities 120,336 123,635
Stockholders' equity:
Common stock - $.10 par value, 25,000,000 shares
authorized, 8,315,240 outstanding at March 31, 2002
and 8,312,840 outstanding at December 31, 2001 832 831
Capital in excess of par value 23,930 23,907
Retained earnings 114,143 111,901
--------------- ----------------
Total stockholders' equity 138,905 136,639
Commitments and contingencies - -
--------------- ----------------
Total liabilities and stockholders' equity $ 317,482 $ 310,840
=============== ================
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,
----------------------------------
2002 2001
(In thousands) (Unaudited) (Unaudited)
- ------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $ 2,242 $ 1,001
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 7,454 7,288
Loss on sale of property and equipment 109 100
Changes in assets and liabilities:
Customer and other receivables, net (7,450) (3,741)
Tires on equipment (103) 18
Prepaid expenses and other assets 5,057 2,317
Accounts payable 1,609 (7,759)
Compensation, benefits and other accrued liabilities 2,442 3,173
Claims and insurance accruals 1,873 (118)
Income taxes payable 824 109
Other liabilities 52 57
--------------- ---------------
Net cash provided by operating activities 14,109 2,445
--------------- ---------------
Cash flows from investing activities:
Acquisition of business assets, net - (6,434)
Purchase of property and equipment (11,795) (5,592)
Proceeds from sale of property and equipment 283 27
--------------- ---------------
Net cash used in investing activities (11,512) (11,999)
--------------- ---------------
Cash flows from financing activities:
Proceeds from issuance of long-term debt - 2,563
Principal payments under long-term debt agreements (1,783) (2,705)
Net (payments) proceeds from revolving line of credit (641) 10,200
Proceeds from conversion of stock options 24 -
--------------- ---------------
Net cash (used in) provided by financing activities (2,400) 10,058
--------------- ---------------
Increase in cash and cash equivalents 197 504
Cash and cash equivalents at beginning of period 761 585
--------------- ---------------
Cash and cash equivalents at end of period $ 958 $ 1,089
=============== ===============
The accompanying notes are an integral part of these financial statements.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The accompanying consolidated interim financial statements have been prepared by
Old Dominion Freight Line, Inc. (the "Company"), in accordance with generally
accepted accounting principles for interim financial information and with
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain
information and footnote disclosures normally included for complete financial
statements, prepared in accordance with generally accepted accounting
principles, have been omitted pursuant to such rules and regulations. The
balance sheet at December 31, 2001 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. The consolidated interim financial statements should be
read in conjunction with the financial statements, notes thereto and other
information included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2001.
The accompanying unaudited consolidated interim financial statements reflect, in
the opinion of management, all adjustments (consisting of normal recurring
items) necessary for a fair presentation, in all material respects, of the
financial position and results of operations for the periods presented. The
preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions.
Such estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
The results of operations for the interim periods are not necessarily indicative
of the results for the entire year.
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 2001 Annual Report to Stockholders and related
annual report to the Securities and Exchange Commission on Form 10-K.
RECENT ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations ("SFAS No. 141"),
and No. 142, Goodwill and Other Intangible Assets ("SFAS No. 142"). SFAS No. 141
requires that the purchase method of accounting be used for all business
combinations subsequent to June 30, 2001, and specifies criteria for recognizing
intangible assets acquired in a business combination. SFAS No. 142 requires that
goodwill and intangible assets with indefinite useful lives no longer be
amortized, but instead be tested for impairment at least annually. Intangible
assets with definite useful lives will continue to be amortized over their
respective estimated useful lives. The Company adopted SFAS No. 142 effective
January 1, 2002 and as a result, amortization expense of $184,000 was not
recognized in the first quarter 2002. During 2002, the Company will perform the
first of the required impairment tests of goodwill and indefinite lived assets
as of January 1, 2002 and has not yet determined what effect, if any, these
tests will have on the earnings and financial condition of the Company.
In October 2001, the Financial Accounting Standards Board issued Financial
Accounting Standard No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets ("SFAS No. 144"). This Statement establishes a single
accounting model for the impairment or disposal of long-lived assets. As
required by SFAS No. 144, the Company will adopt this new accounting standard on
July 1, 2002. The Company believes the adoption of SFAS No. 144 will not have a
material impact on its financial statements.
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, 2002 Compared to the
- -------------------------------------------------------------------------------
Three Months Ended March 31, 2001
- ---------------------------------
Expenses as a Percentage of Revenue from Operations
---------------------------------------------------
Three Months Ended
March 31,
--------------------------------------------------
2002 2001
--------------------------------------------------
Revenue from operations 100.0% 100.0%
--------------------- ---------------------
Operating expenses:
Salaries, wages and benefits 61.9 61.6
Purchased transportation 3.4 3.8
Operating supplies and expenses 9.3 10.6
Depreciation and amortization 5.9 6.1
Building and office equipment rents 1.4 1.6
Operating taxes and licenses 4.3 4.4
Insurance and claims 3.1 2.4
Communications and utilities 1.9 2.1
General supplies and expenses 3.8 3.4
Miscellaneous expenses, net 1.0 1.3
--------------------- ---------------------
Total operating expenses 96.0 97.3
--------------------- ---------------------
Operating income 4.0 2.7
Interest expense, net 1.0 1.2
Other expense, net .1 .1
--------------------- ---------------------
Income before income taxes 2.9 1.4
Provision for income taxes 1.1 .6
--------------------- ---------------------
Net income 1.8% .8%
===================== =====================
7
Results of Operations
Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001
Throughout the first quarter of 2002, the Company continued to implement its
strategy of increasing market share in existing areas of operations and
improving its service products. The successful implementation of this strategy,
in an otherwise fragile economic environment, enabled the Company's first
quarter 2002 revenue to grow to $127,147,000 compared to $120,270,000 for the
first quarter 2001, an increase of 5.7%. The Company also improved its operating
efficiencies as reflected in a decrease in operating ratio, a measure of
profitability calculated by dividing operating expenses by revenue, to 96.0% for
the quarter from 97.3% for the same period in 2001. As a result of these
improvements, net income increased 124.0% to $2,242,000 from $1,001,000.
Revenue growth for the quarter was driven by a 7.7% increase in total shipments
tempered by a 1.9% decrease in revenue per shipment. The decrease in revenue per
shipment was a result of a 2.4% decrease in weight per shipment combined with a
...6% improvement in revenue per hundredweight. Generally, the first quarter
reflected a very competitive pricing environment created by excess capacity in
the transportation industry. The slight increase in revenue per hundredweight
between the two comparative quarters was due more to a 4.8% increase in the
Company's length of haul and a slight decrease in its volume priced shipments
weighing over 20,000 pounds, than its ability to raise rates or maintain the
general price increase that was implemented in August 2001.
For comparison purposes, the Company also benefited from a full quarter of
revenue in 2002 generated by its service center expansion on February 10, 2001,
resulting from the acquisition of certain assets and markets of Carter & Sons
Freightways, Inc. of Carrollton, Texas, which operated a regional
less-than-truckload network of 23 service centers, primarily in Texas and
surrounding states. The Company anticipates that these markets will continue to
mature and be a source of growth in 2002 when compared with the previous-year
periods. While the Company has targeted revenue growth for 2002 to be between 6%
to 9%, the length and severity of the economic slowdown experienced in 2001 and
early 2002 will certainly influence the achievement of that growth objective.
As the Company moved more tonnage through its service center network during the
quarter, it was able to obtain certain economies of scale and efficiency, which
led to the reduction in operating costs to 96.0% of revenue from 97.3% in the
prior-year comparable quarter. Building and office equipment rents were reduced
to 1.4% of revenue from 1.6%, and communications and utilities expenses were
reduced to 1.9% of revenue from 2.1% in the prior-year quarter. In addition, the
Company experienced reductions in depreciation and amortization costs to 5.9% of
revenue from 6.1%, primarily the result of not recording amortization expense of
$184,000 in the first quarter 2002 relating to the adoption SFAS No. 142. As
freight volume and revenue continues to build, the Company anticipates further
improvements in these costs, due to their relatively fixed nature in the short
term.
Wages directly related to freight movement decreased to 33.0% of revenue from
33.4%, and during this same period, the Company reduced its usage of purchased
transportation to 3.4% of revenue from 3.8%. Cartage expense, the most
significant element of purchased transportation, decreased to 1.5% of revenue
from 1.9%. The Carter & Sons acquisition and the subsequent opening of 13 new
service centers in the Company's South Central Area contributed to the
significant reduction in cartage expense for the quarter. As freight density and
market share builds in outlying and remote areas, the Company will continue to
replace cartage agents with direct service utilizing its own employees and
equipment.
Fuel costs, including fuel taxes, decreased to 6.8% of revenue in the first
quarter 2002 from 8.6% for the prior-year quarter. The Company's general tariffs
and contracts generally include provisions for a fuel surcharge, recorded in net
revenue, which have effectively offset significant diesel fuel price
fluctuations. These surcharges decrease or are eliminated as fuel prices
approach certain floor levels. When compared to the first quarter of 2001, the
Company incurred a very slight increase in net fuel costs, after deducting the
applicable fuel surcharges, as fuel surcharges decreased faster than the cost of
fuel.
After experiencing a 24.5% increase in group health costs in 2001, the Company
implemented cost savings initiatives and other modifications to its plan in
January 2002. Group health costs still increased
8
17.4% over the prior-year quarter, consistent with national trends of escalating
health care costs. Overall, the Company believes the changes to its plan will
result in a decrease in the rate of growth for these costs in 2002 when compared
to 2001.
Insurance and claims expense increased to 3.1% of revenue in the first quarter
from 2.4%. The Company self-insures a portion of its cargo claim losses, which
during the quarter increased to 1.8% of revenue from 1.4% for the first quarter
2001. While cargo claims were higher than historical levels, these costs began
to trend lower as the first quarter progressed.
For the remainder of the year, the Company anticipates significant increases in
insurance expense as it renewed many of its major policies on April 1, 2002, at
higher premium rates, even after significantly increasing its self-insured
retention levels. These higher renewal rates are a result of the insurance
industry's effort to recover recent overall losses rather than the Company's
specific loss experience. The Company estimates the impact of increases in both
premium expense and self-insurance to be approximately $2,400,000 for the
remainder of the year.
While outstanding debt for the first quarter 2002 increased slightly to
$95,998,000 compared to $93,600,000 for the prior-year period, the weighted
average interest rate applicable to the Company's revolving line of credit
decreased significantly. In addition, the Company made principal payments of
approximately $5,357,000 on certain senior notes subsequent to the first quarter
2001 and replaced that debt with instruments carrying a lower rate of interest.
As a result, net interest expense for the quarter decreased to 1.0% of revenue
from 1.2%.
The effective tax rate for both the first quarter of 2002 and 2001 was 39.0%.
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 $11,512,000 during the first
quarter 2002, which were funded through internally generated cash flows. At
March 31, 2002, long-term debt including current maturities decreased to
$95,998,000 from $98,422,000 at December 31, 2001.
The Company estimates net capital expenditures to be approximately $58,000,000
to $65,000,000 for the year ending December 31, 2002. Of that, approximately
$31,000,000 is planned to be used to purchase revenue equipment, $22,000,000 is
planned to be used for the purchase or construction of larger replacement
service centers or expansion of existing service centers and the balance is
planned to be used for investments in technology and other assets. The Company
plans to fund these expenditures primarily through cash flows from operations
supplemented by additional borrowings.
On May 31, 2000, the Company entered into a $62,500,000 uncollateralized
committed credit facility consisting of a $50,000,000 line of credit and a
$12,500,000 line to support standby letters of credit. This facility has a term
of three years that expires on May 31, 2003. Interest on the line of credit is
charged at rates that vary based upon a certain financial performance ratio. The
applicable interest rate for the first quarter 2002 under this agreement was
based upon LIBOR plus .85%. A fee of .25% was charged on the unused portion of
the line of credit, and fees ranging between .60% to .75% were charged on
outstanding standby letters of credit. Standby letters of credit are primarily
issued as collateral for self-insured retention reserves for bodily injury,
property damage and workers' compensation claims. Effective May 7, 2001, the
agreement was amended to decrease the line of credit from $50,000,000 to
$20,000,000 for the remainder of the term. At March 31, 2002, there were
$11,619,000 outstanding on the line of credit and $6,781,000 outstanding on the
standby letter of credit facility.
The Company has five individual senior note agreements outstanding that total
$82,786,000. These notes call for periodic principal and interest payments with
maturities ranging from 2002 to 2009, of which $9,107,000 is due within the next
12 months. Interest rates on these notes are fixed and range from 6.35% to
7.59%. Under the terms of one of these notes, the Company may authorize the
issuance and sale of amounts not to exceed $15,000,000 in additional senior
notes. The applicable interest rate and
9
payment schedules for any new notes will be determined and mutually agreed upon
at the time of issuance.
With the exception of the Company's line of credit, interest rates are fixed on
all of its debt instruments. Therefore, short-term exposure to fluctuations in
interest rates is limited to the outstanding balance of its line of credit
facility, which was $11,619,000 at March 31, 2002. The Company does not
currently use interest rate derivative instruments to manage exposure to
interest rate changes. Also, the Company does not use fuel hedging instruments
as its tariff provisions generally allow for fuel surcharges to be implemented
in the event that fuel prices exceed stipulated levels.
A significant decrease in demand for the Company's services could limit its
ability to generate cash flow and effect profitability. Most of the Company's
debt agreements have covenants that require stated levels of financial
performance, which if not achieved could cause acceleration of the payment
schedules. The Company does not anticipate a dramatic decline in business levels
or financial performance and believes the combination of its existing credit
facilities along with its additional borrowing capacity are sufficient to meet
seasonal and long-term needs.
The following table summarizes the Company's significant contractual obligations
and commercial commitments as of March 31, 2002:
------------------------------------------------------------------------------------------------
Payments Due by Period (In Thousands)
--------------------------------------------------------------------------
Contractual Less than 1
Obligations (1) Total year 1 - 3 years 4 - 5 years After 5 years
------------------------------------------------------------------------------------------------
Long-Term Debt 94,516 9,215 40,337 28,464 16,500
------------------------------------------------------------------------------------------------
Capital Lease
Obligations 1,482 827 655 - -
------------------------------------------------------------------------------------------------
Operating Leases 20,251 8,993 8,675 2,061 522
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
Amount of Commitment Expiration Per Period
Total (In Thousands)
----------------------------------------------------
Other Commercial Amounts Less than 1
Commitments (2) Committed year 1 - 3 years 4 - 5 years After 5 years
------------------------------------------------------------------------------------------------
Standby Letters of
Credit 6,781 6,781 - - -
------------------------------------------------------------------------------------------------
(1) Contractual obligations include long-term debt consisting primarily of
senior notes totaling $82,786,000 and an outstanding line of credit of
$11,619,000; capital lease obligations for revenue and computer
equipment; and off-balance sheet operating leases primarily consisting
of real estate leases.
(2) Other commercial commitments consist of standby letters of credit used
as collateral for self-insured retention of insurance claims.
Critical Accounting Policies
In preparing the consolidated financial statements, the Company applies the
following critical accounting policies that affect judgments and estimates of
amounts recorded in certain assets, liabilities, revenue and expenses:
10
Revenue and Expense Recognition - Operating revenue is recognized on a
percentage of completion method based on average transit time. Expenses
associated with operating revenue are recognized when incurred.
Allowance for Uncollectible Accounts - The Company maintains an allowance for
uncollectible accounts for estimated losses resulting from the inability of its
customers to make required payments. If the financial condition of the Company's
customers were to deteriorate, resulting in an impairment of their ability to
make payments, additional allowances may be required.
Claims and Insurance Accruals - Claims and insurance accruals reflect the
estimated ultimate total cost of claims, including amounts for claims incurred
but not reported, for cargo loss and damage, bodily injury and property damage,
workers' compensation, long-term disability and group health not covered by
insurance. These costs are charged to insurance and claims expense except for
workers' compensation, long-term disability and group health, which are charged
to employee benefits expense.
For the prior twelve months ending March 31, 2002, the Company was self-insured
for bodily injury and property damage claims up to $250,000 per occurrence.
Cargo claims were self-insured up to $100,000; however, after the first two
losses exceeded $100,000 in the policy year, the retention under the Company's
excess insurance policy was reduced to $50,000 per occurrence. The Company also
was self-insured for workers' compensation in certain states and had first
dollar or high deductible plans in the remaining states.
Due to recent loss experience incurred by the insurance industry, rates offered
by insurers for many types of coverage have dramatically increased over the
prior year renewal rates. As a result, the Company determined that additional
risk in the form of higher retention levels was warranted and, effective April
1, 2002, self-insured retention for bodily injury and property damage increased
to $1,750,000 per claim while the self-insured retention for cargo claims
increased to $100,000 per claim. These increases in retention levels had no
impact on the financial results of the Company in the first quarter 2002 but are
projected to increase the Company's overall insurance costs in 2002 by
approximately $2,400,000. This estimate is based upon projected losses under the
new retention levels, which could vary dramatically.
Inflation
Most of the Company's expenses are affected by inflation, which will generally
result in increased operating costs. In response to fluctuations in the cost of
petroleum products, particularly diesel fuel, the Company has implemented a fuel
surcharge in its tariffs and contractual agreements. The fuel surcharge is
designed to offset the cost of fuel above a base price and increases as fuel
prices escalate over the base. For the quarter ending March 31, 2002, the net
effect of inflation on the Company's results of operations was minimal.
Seasonality
The Company's tonnage levels and revenue mix are subject to seasonal trends
common in the motor carrier industry. Financial 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
reflect increased demand for services during the spring and summer months, which
generally result in improved operating margins.
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.
11
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 ability to
impose and maintain fuel surcharges to offset increases in fuel prices; (6) the
impact of regulatory bodies; (7) 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; (8) the
Company's ability 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; (9) the Company's ability to purchase, build or lease
facilities suitable for its operations; and (10) 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.
12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits: None
b) Reports on Form 8-K: No reports on Form 8-K were filed during the
quarter ended March 31, 2002.
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 9, 2002 J. WES FRYE
------------------------ ------------------------------------
J. Wes Frye
Senior Vice President - Finance
(Principal Financial Officer)
DATE: May 9, 2002 JOHN P. BOOKER III
------------------------ ------------------------------------
John P. Booker III
Vice President - Controller
(Principal Accounting Officer)
13