SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 27, 2005
YELLOW ROADWAY CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-12255 | 48-0948788 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
10990 Roe Avenue, Overland Park, Kansas 66211
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (913) 696-6100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition
On January 27, 2005, Yellow Roadway Corporation announced its results of operations and financial condition for the three and twelve months ending December 31, 2004. The public announcement was made by means of a press release, the text of which is set forth in Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
| (a) | Financial statements of businesses acquired. |
Not applicable
| (b) | Pro forma financial information. |
Not applicable
| (c) | Exhibits. |
99.1 Press Release dated January 27, 2005.
Information in this Current Report that is being furnished pursuant to Item 2.02 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information furnished pursuant to Item 2.02 in this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| YELLOW ROADWAY CORPORATION | ||||
| (Registrant) | ||||
| Date: January 28, 2005 | By: |
/s/ Donald G. Barger, Jr. | ||
| Donald G. Barger, Jr. | ||||
| Senior Vice President and Chief | ||||
| Financial Officer | ||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release dated January 27, 2005. |
Exhibit 99.1
Yellow Roadway Corporation
10990 Roe Avenue
Overland Park, KS 66211
Phone 913 696 6100 Fax 913 696 6116
N E W S R E L E A S E
January 27, 2005
Yellow Roadway Corporation Delivers Successful First Year
| • | Roadway Express and Yellow Transportation post highest revenue and operating income ever |
| • | New Penn achieves a 20% revenue increase and an 87.0% operating ratio |
| • | Meridian IQ delivers a 77% revenue increase with $3.7 million in operating income |
OVERLAND PARK, KAN. — Yellow Roadway Corporation (NASDAQ: YELL) today announced 2004 adjusted earnings per share (“EPS”) of $3.96 in its first full year as a combined company, with $1.24 per share in the fourth quarter. Adjusted EPS for the year excluded $0.21 per share related to the following: dilution from the contingent convertible notes of $.03 per share; a non-cash charge for the unamortized debt costs from eliminating the secured credit facility of $.24 per share; and a benefit from gains on property disposals of $.06 per share. In the fourth quarter of 2004, adjustments to EPS were $.05 per share for the contingent convertible dilution entirely offset by a benefit of $.05 per share from property gains. Reported EPS in 2004 was $3.75 per share compared to 2003 pro forma EPS of $.79 per share and 2003 reported EPS of $1.33 per share.
“2004 was a successful year for Yellow Roadway by any measure,” stated Bill Zollars, Chairman, President and CEO of Yellow Roadway. “Our business units set new records for revenue, operating income, and margin. We provided consistent service quality to our customers throughout the year and delivered significant shareholder value.”
Yellow Roadway reported the following consolidated results for the fourth quarter of 2004:
| • | Operating revenue of $1.77 billion compared to fourth quarter 2003 revenue of $903 million. |
| • | Adjusted operating income of $107 million, more than three times fourth quarter 2003 adjusted operating income of $34 million. Adjustments of $4 million in the fourth quarter of 2004 related entirely to property gains. Adjustments of $27 million in the fourth quarter of 2003 primarily related to the Roadway acquisition, conforming accounting policies, and property gains. Reported operating income was $111 million compared to reported operating income of $7 million in the fourth quarter of 2003. |
For the full year 2004, Yellow Roadway reported the following consolidated results:
| • | Operating revenue of $6.77 billion, up 11% from pro forma revenue of $6.12 billion and more than double reported revenue of $3.07 billion in 2003. |
| • | Adjusted operating income of $357 million, up from adjusted operating income of $117 million for 2003. Reported operating income of $362 million compared to reported operating income of $89 million and pro forma operating income of $149 million last year. |
Results for the quarter and full year 2003 provided above include the former Yellow Corporation entities for the entire periods and Roadway Express and New Penn Motor Express results for the period December 12 through December 31. Pro forma amounts for 2003 assume the acquisition of Roadway Corporation occurred as of January 1, 2003.
1
Selected Segment Highlights for Fourth Quarter 2004 Compared to Fourth Quarter 2003
“Throughout 2004 our business units remained focused on delivering solid results through effective execution,” Zollars said. “Our fourth quarter results reflect their continuing momentum.”
| • | Roadway Express |
| • | Revenue of $822 million, up 12.5% from last year’s comparable fourth quarter |
| • | Adjusted operating income of $53 million with an adjusted operating ratio of 93.5% |
| • | LTL tonnage per workday up 3.2% |
| • | LTL revenue per hundred weight, excluding fuel surcharge, up 0.7%, and with further adjustments for business mix, up 3.6% |
| • | Yellow Transportation |
| • | Record fourth quarter revenue and operating income |
| • | Adjusted operating ratio of 93.5%, the best fourth quarter operating ratio since 1983 |
| • | LTL tonnage per workday up 2.2% |
| • | LTL revenue per hundred weight, excluding fuel surcharge, up 2.7%, and with further adjustments for business mix, up 4.4% |
| • | New Penn Motor Express |
| • | Revenue growth of 26.4%, when stated on a comparable basis |
| • | Operating ratio of 87.5% |
| • | LTL tonnage per workday up 15.3% |
| • | Meridian IQ |
| • | Revenue increase of 44%, resulting from organic growth and acquisitions |
| • | Adjusted operating income of $1.5 million, up 46% |
For complete statistical information, refer to the company’s website at www.yellowroadway.com under Investor Relations and then select Earnings Releases & Operating Statistics. The preceding disclosures for Roadway Express and New Penn are based on comparisons to 2003 ‘adjusted’ revenue, operating income and operating ratios. Management has adjusted the prior year results for conforming accounting policies, acquisition charges and the conversion to a calendar quarter to more accurately compare operating results to the current period. For further detail of 2004 adjustments by segment, refer to the attached “Supplemental Financial Information.”
Selected Financial Data
The company will file a Form 8-K with the Securities and Exchange Commission within the next two weeks that includes unaudited Consolidated Balance Sheets at December 31, 2004 and 2003, and unaudited Consolidated Statements of Cash Flows for the years ended December 31, 2004 and 2003. Selected financial data from those statements is included below.
| (in thousands except percentages)
|
December 31, 2004 |
December 31, 2003 |
||||||
| Cash and cash equivalents |
$ | 106,489 | $ | 75,166 | ||||
| Total debt |
657,935 | 909,339 | ||||||
| Total shareholders’ equity |
1,214,190 | 1,002,085 | ||||||
| Debt to capitalization |
35.1 | % | 47.6 | % | ||||
| Debt to capitalization, less cash |
31.2 | % | 45.4 | % | ||||
2
Outlook
“2005 is another year of opportunity for Yellow Roadway,” stated Zollars. “With our significant momentum, operating leverage, substantial synergies, and a favorable economy, we are confident in our ability to continue to deliver solid results.”
The company’s 2005 expectations are as follows:
| • | Full year 2005 EPS between $5.10 and $5.30, including $.24 per share for dilution from the contingent convertibles. The dilution is based on our average current stock price of $52.73 per share. |
| • | First quarter EPS between $.80 and $.90, including $.05 per share of dilution from the contingent convertibles using the same stock price assumption as above. |
| • | Revenue around $7.2 billion, interest expense of $37 million, and a consolidated income tax rate of 38.1%. |
| • | Gross capital expenditures between $235 and $245 million, including about $25 million related to synergy initiatives. |
| • | Economic assumptions include year-over-year growth in real GDP of 3.5%. |
Review of Financial Results
Yellow Roadway Corporation (NASDAQ: YELL) will host a conference call for shareholders and the investment community on Friday, January 28, 2005, beginning at 9:30 a.m. ET, 8:30 a.m. CT.
Hosting the teleconference will be: Bill Zollars-Chairman, President and CEO, Yellow Roadway; Don Barger-Sr. Vice President and CFO, Yellow Roadway; Jim Staley-President, Roadway Group; James Welch-President, Yellow Transportation; and Jim Ritchie-President, Meridian IQ.
Investors and analysts should dial 1.888.428.4479 at least 15 minutes prior to the start of the call.
The conference call will be open to listeners through a live webcast via StreetEvents at www.streetevents.com and via the Yellow Roadway Internet site www.yellowroadway.com.
An audio playback will be available beginning two hours after the call ends until midnight on February 11, 2005 by calling 1.800.475.6701 and entering the access code, 765296. An audio playback also will be available for 30 days after the call via the StreetEvents and Yellow Roadway web sites.
* * * * *
This news release (and oral statements made regarding the subjects of this release, including on the conference call announced herein) contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “expect,” and similar expressions are intended to identify forward-looking statements. It is important to note that the company’s actual future results could differ materially from those projected in such forward-looking statements because of a number of factors, including (without limitation), inflation, inclement weather, price and availability of fuel, competitor pricing activity, expense volatility, ability to capture cost synergies, a downturn in general or regional economic activity, changes in equity and debt markets, effects of a terrorist attack, and labor relations, including (without limitation), the impact of work rules, any obligations to multi-employer health, welfare and pension plans, wage requirements and employee satisfaction.
3
Yellow Roadway Corporation is one of the largest transportation service providers in the world. Through its subsidiaries including Yellow Transportation, Roadway Express, New Penn Motor Express, Reimer Express, Meridian IQ and Yellow Roadway Technologies, Yellow Roadway provides a wide range of asset and non-asset-based transportation services integrated by technology. The portfolio of brands provided through Yellow Roadway Corporation subsidiaries represents a comprehensive array of services for the shipment of industrial, commercial and retail goods domestically and internationally. Headquartered in Overland Park, Kansas, Yellow Roadway Corporation employs over 50,000 people.
| Investor Contact: | Stephen Bruffett | Media Contact: | Suzanne Dawson | |||
| Yellow Roadway Corporation | Linden Alschuler & Kaplan | |||||
| 913.696.6108 | 212.329.1420 | |||||
| steve.bruffett@yellowroadway.com | sdawson@lakpr.com |
4
STATEMENTS OF CONSOLIDATED OPERATIONS
Yellow Roadway Corporation and Subsidiaries
For the Three Months and Twelve Months Ended December 31
(Amounts in thousands except per share data)
(Unaudited)
| Three Months |
Twelve Months |
|||||||||||||||
| 2004 |
2003a |
2004 |
2003a |
|||||||||||||
| OPERATING REVENUE |
$ | 1,774,137 | $ | 903,365 | $ | 6,767,485 | $ | 3,068,616 | ||||||||
| OPERATING EXPENSES: |
||||||||||||||||
| Salaries, wages and employees’ benefits |
1,064,447 | 584,379 | 4,172,144 | 1,970,440 | ||||||||||||
| Operating expenses and supplies |
273,118 | 129,484 | 1,011,864 | 449,825 | ||||||||||||
| Operating taxes and licenses |
43,939 | 24,038 | 169,374 | 83,548 | ||||||||||||
| Claims and insurance |
34,348 | 27,698 | 132,793 | 67,670 | ||||||||||||
| Depreciation and amortization |
44,722 | 25,192 | 171,468 | 87,398 | ||||||||||||
| Purchased transportation |
206,070 | 104,205 | 752,788 | 318,176 | ||||||||||||
| Gains on property disposals, net |
(3,957 | ) | (589 | ) | (4,547 | ) | (167 | ) | ||||||||
| Acquisition charges |
— | 2,260 | — | 3,124 | ||||||||||||
| Total operating expenses |
1,662,687 | 896,667 | 6,405,884 | 2,980,014 | ||||||||||||
| OPERATING INCOME |
111,450 | 6,698 | 361,601 | 88,602 | ||||||||||||
| NONOPERATING (INCOME) EXPENSES: |
||||||||||||||||
| Interest expense |
9,506 | 8,810 | 43,954 | 20,606 | ||||||||||||
| Write off debt issuance costs |
— | — | 18,279 | — | ||||||||||||
| Other |
999 | (796 | ) | 1,705 | 1,182 | |||||||||||
| Nonoperating expenses, net |
10,505 | 8,014 | 63,938 | 21,788 | ||||||||||||
| INCOME (LOSS) BEFORE INCOME TAXES |
100,945 | (1,316 | ) | 297,663 | 66,814 | |||||||||||
| INCOME TAX PROVISION (BENEFIT) |
37,600 | (644 | ) | 113,336 | 26,131 | |||||||||||
| NET INCOME (LOSS) |
$ | 63,345 | $ | (672 | ) | $ | 184,327 | $ | 40,683 | |||||||
| AVERAGE SHARES OUTSTANDING-BASIC |
48,617 | 32,721 | 48,149 | 30,370 | ||||||||||||
| AVERAGE SHARES OUTSTANDING-DILUTED |
51,170 | 33,098 | 49,174 | 30,655 | ||||||||||||
| BASIC EARNINGS (LOSS) PER SHARE |
$ | 1.30 | $ | (0.02 | ) | $ | 3.83 | $ | 1.34 | |||||||
| DILUTED EARNINGS (LOSS) PER SHARE |
$ | 1.24 | $ | (0.02 | ) | $ | 3.75 | $ | 1.33 | |||||||
| a | Includes the results of Roadway LLC for December 12 through 31. |
SUPPLEMENTAL FINANCIAL INFORMATION
Yellow Roadway Corporation and Subsidiaries
For the Three Months and Twelve Months Ended December 31
(Amounts in thousands except per share data)
(Unaudited)
| Three Months |
|||||||||||
| 2004 |
2003a |
% |
|||||||||
| Operating revenue: |
|||||||||||
| Yellow Transportation |
$ | 824,491 | $ | 722,007 | 14.2 | ||||||
| Roadway Express |
822,227 | 131,248 | n/m | ||||||||
| New Penn |
69,470 | 9,770 | n/m | ||||||||
| Meridian IQ |
59,861 | 41,501 | 44.2 | ||||||||
| Corporate |
(1,912 | ) | (1,161 | ) | (64.7 | ) | |||||
| Consolidated |
1,774,137 | 903,365 | |||||||||
| Reported operating income (loss): |
|||||||||||
| Yellow Transportation |
55,728 | 21,210 | 162.7 | ||||||||
| Roadway Express |
54,840 | (6,075 | ) | n/m | |||||||
| New Penn |
8,668 | (221 | ) | n/m | |||||||
| Meridian IQ |
1,484 | 961 | 54.4 | ||||||||
| Corporate |
(9,270 | ) | (9,177 | ) | (1.0 | ) | |||||
| Consolidated |
111,450 | 6,698 | |||||||||
| Adjustments to operating income by segment b : |
|||||||||||
| Yellow Transportation |
(2,329 | ) | 18,641 | ||||||||
| Roadway Express |
(1,668 | ) | 6,075 | ||||||||
| New Penn |
40 | 221 | |||||||||
| Meridian IQ |
— | 57 | |||||||||
| Corporate |
— | 2,478 | |||||||||
| Consolidated |
(3,957 | ) | 27,472 | ||||||||
| Adjusted operating income (loss): |
|||||||||||
| Yellow Transportation |
53,399 | 39,851 | 34.0 | ||||||||
| Roadway Express |
53,172 | — | n/m | ||||||||
| New Penn |
8,708 | — | n/m | ||||||||
| Meridian IQ |
1,484 | 1,018 | 45.8 | ||||||||
| Corporate |
(9,270 | ) | (6,699 | ) | (38.4 | ) | |||||
| Consolidated |
$ | 107,493 | $ | 34,170 | |||||||
| Reported operating ratio: |
|||||||||||
| Yellow Transportation |
93.2 | % | 97.1 | % | |||||||
| Roadway Express |
93.3 | % | n/m | ||||||||
| New Penn |
87.5 | % | n/m | ||||||||
| Consolidated |
93.7 | % | 99.3 | % | |||||||
| Adjusted operating ratio: |
|||||||||||
| Yellow Transportation |
93.5 | % | 94.5 | % | |||||||
| Roadway Express |
93.5 | % | |||||||||
| New Penn |
87.5 | % | |||||||||
| Consolidated |
93.9 | % | |||||||||
| Reconciliation of reported diluted earnings per share (EPS) to adjusted diluted EPS: |
|||||||||||
| Reported diluted EPS |
$ | 1.24 | $ | (0.02 | ) | ||||||
| Gains on property disposals |
(0.05 | ) | (0.01 | ) | |||||||
| Contingent convertible dilution impact c |
0.05 | — | |||||||||
| Acquisition charges - operating & nonoperating |
— | 0.17 | |||||||||
| Conforming accounting policies & legal provision |
— | 0.37 | |||||||||
| Roadway LLC net loss (12/12 - 12/31) & share dilution |
— | 0.20 | |||||||||
| Adjusted diluted EPS |
1.24 | 0.71 | |||||||||
SUPPLEMENTAL FINANCIAL INFORMATION
Yellow Roadway Corporation and Subsidiaries
For the Three Months and Twelve Months Ended December 31
(Amounts in thousands except per share data)
(Unaudited)
| Twelve Months |
|||||||||||
| 2004 |
2003a |
% |
|||||||||
| Operating revenue: |
|||||||||||
| Yellow Transportation |
$ | 3,180,590 | $ | 2,811,892 | 13.1 | ||||||
| Roadway Express |
3,119,927 | 131,248 | n/m | ||||||||
| New Penn |
260,572 | 9,770 | n/m | ||||||||
| Meridian IQ |
213,199 | 120,245 | 77.3 | ||||||||
| Corporate |
(6,803 | ) | (4,539 | ) | (49.9 | ) | |||||
| Consolidated |
6,767,485 | 3,068,616 | |||||||||
| Reported operating income (loss): |
|||||||||||
| Yellow Transportation |
191,546 | 119,906 | 59.7 | ||||||||
| Roadway Express |
158,334 | (6,075 | ) | n/m | |||||||
| New Penn |
33,897 | (221 | ) | n/m | |||||||
| Meridian IQ |
3,738 | 288 | n/m | ||||||||
| Corporate |
(25,914 | ) | (25,296 | ) d | (2.4 | ) | |||||
| Consolidated |
361,601 | 88,602 | |||||||||
| Adjustments to operating income by segment b : |
|||||||||||
| Yellow Transportation |
(3,113 | ) | 19,020 | ||||||||
| Roadway Express |
(1,466 | ) | 6,075 | ||||||||
| New Penn |
32 | 221 | |||||||||
| Meridian IQ |
— | 482 | |||||||||
| Corporate |
— | 2,960 | |||||||||
| Consolidated |
(4,547 | ) | 28,758 | ||||||||
| Adjusted operating income (loss): |
|||||||||||
| Yellow Transportation |
188,433 | 138,926 | 35.6 | ||||||||
| Roadway Express |
156,868 | — | n/m | ||||||||
| New Penn |
33,929 | — | n/m | ||||||||
| Meridian IQ |
3,738 | 770 | n/m | ||||||||
| Corporate |
(25,914 | ) | (22,336 | ) | (16.0 | ) | |||||
| Consolidated |
$ | 357,054 | $ | 117,360 | |||||||
| Reported operating ratio: |
|||||||||||
| Yellow Transportation |
94.0 | % | 95.7 | % | |||||||
| Roadway Express |
94.9 | % | n/m | ||||||||
| New Penn |
87.0 | % | n/m | ||||||||
| Consolidated |
94.7 | % | 97.1 | % | |||||||
| Adjusted operating ratio: |
|||||||||||
| Yellow Transportation |
94.1 | % | 95.1 | % | |||||||
| Roadway Express |
95.0 | % | |||||||||
| New Penn |
87.0 | % | |||||||||
| Consolidated |
94.7 | % | |||||||||
| Reconciliation of reported diluted EPS to adjusted diluted EPS: |
|||||||||||
| Reported diluted EPS |
$ | 3.75 | $ | 1.33 | |||||||
| Gains on property disposals |
(0.06 | ) | — | ||||||||
| Contingent convertible dilution impact c |
0.03 | — | |||||||||
| Acquisition charges - operating & nonoperating |
— | 0.34 | |||||||||
| Conforming accounting policies & legal provision |
— | 0.39 | |||||||||
| Roadway LLC net loss (12/12 - 12/31) & share dilution |
— | 0.21 | |||||||||
| Write off debt issuance costs - nonoperating |
0.24 | — | |||||||||
| Adjusted diluted EPS |
3.96 | 2.27 | |||||||||
| a | Includes the results of Roadway LLC for December 12 through 31. |
SUPPLEMENTAL FINANCIAL INFORMATION
Yellow Roadway Corporation and Subsidiaries
For the Three Months and Twelve Months Ended December 31
(Amounts in thousands except per share data)
(Unaudited)
| b | Management excludes these items when evaluating operating income and segment performance to more accurately compare the results of our core operations among periods. Adjustments presented in the 2004 periods herein consist of property gains and losses. Adjustments presented in the 2003 periods herein consist of property gains and losses, acquisition related charges, conforming accounting policies and the Roadway LLC net loss for the period 12/12 - 12/31. |
| c | Computed based on a weighted average share amount of $51.01 and $40.76 resulting in 1,942,000 additional diluted shares and 412,000 additional diluted shares for the three and twelve months ended December 31, 2004, respectively. |
| d | The 2003 amount includes approximately $4 million for an industry conference that we host every other year. |