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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(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, 1994
OR
[ ] 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 0-12255
YELLOW CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 48-0948788
- - ---------------------------------- --------------------------------
(State or other jurisdiction of (I.R.S. Employe
incorporation or organization) Identification No.)
10777 Barkley, P.O. Box 7563, Overland Park, Kansas 66207
- - --------------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
(913) 967-4300
----------------------------------------------------
(Registrant's telephone number, including area code)
No changes.
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at July 31, 1994
----- ----------------------------
Common Stock, $1 Par Value 28,107,594 shares
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YELLOW CORPORATION
INDEX
<TABLE>
<CAPTION>
Item Page
- - ---- ----
PART I
------
<S> <C>
1. Financial Statements
Consolidated Balance Sheets -
June 30, 1994 and December 31, 1993 3
Statements of Consolidated Income -
Three Months and Six Months Ended June 30, 1994 and 1993 4
Statements of Consolidated Cash Flows -
Six Months Ended June 30, 1994 and 1993 5
Notes to Consolidated Financial Statements 6
2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II
-------
6. Exhibits and Reports on Form 8-K 9
Signatures 9
</TABLE>
2
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
Yellow Corporation and Subsidiaries
June 30, 1994 and December 31, 1993
(Amounts in thousands except share data)
(Unaudited)
<TABLE>
<CAPTION>
June 30 December 31
1994 1993
---------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 15,174 $ 13,937
Short-term investments 5,889 6,777
Accounts receivable 283,707 276,223
Other current assets 96,020 82,456
---------- ----------
Total current assets 400,790 379,393
---------- ----------
OPERATING PROPERTY:
Cost 1,848,390 1,765,992
Less - Accumulated depreciation 962,994 910,122
---------- ----------
Net operating property 885,396 855,870
---------- ----------
OTHER ASSETS 27,671 30,391
---------- ----------
$1,313,857 $1,265,654
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 82,722 $ 71,580
Wages and employees' benefits 149,712 117,723
Other current liabilities 122,962 140,854
Current maturities of long-term debt 12,223 12,327
---------- ----------
Total current liabilities 367,619 342,484
---------- ----------
OTHER LIABILITIES:
Long-term debt 265,379 214,176
Deferred income taxes 53,872 58,911
Claims, insurance and other 177,387 163,630
---------- ----------
Total other liabilities 496,638 436,717
---------- ----------
SHAREHOLDERS' EQUITY:
Common stock, $1 par value 28,858 28,850
Capital surplus 6,641 6,469
Retained earnings 441,606 483,586
Shares held by Stock Sharing Plan (9,920) (14,880)
Treasury stock (17,585) (17,572)
---------- ----------
Total shareholders' equity 449,600 486,453
---------- ----------
$1,313,857 $1,265,654
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
3
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STATEMENTS OF CONSOLIDATED INCOME
Yellow Corporation and Subsidiaries
For the Quarter and Six Months Ended June 30, 1994 and 1993
(Amounts in thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Second Quarter Six Months
------------------- -----------------------
1994 1993 1994 1993
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
OPERATING REVENUE $592,211 $732,901 $1,340,370 $1,335,121
-------- -------- ---------- ----------
OPERATING EXPENSES:
Salaries, wages and benefits 417,100 493,063 923,810 910,248
Operating expenses and supplies 95,057 104,765 209,960 193,682
Operating taxes and licenses 24,414 26,775 54,183 49,394
Claims and insurance 15,747 16,834 38,374 30,911
Communications and utilities 9,909 10,047 20,848 18,960
Depreciation 33,264 34,095 66,787 65,353
Purchased transportation 26,769 26,435 60,875 43,929
Network development - 18,000 - 18,000
-------- -------- ---------- ----------
Total operating expenses 622,260 730,014 1,374,837 1,330,477
-------- -------- ---------- ----------
INCOME (LOSS) FROM OPERATIONS (30,049) 2,887 (34,467) 4,644
-------- -------- ---------- ----------
NONOPERATING (INCOME) EXPENSES:
Interest expense 4,719 4,796 9,243 8,442
Other, net (876) 552 (908) 1,078
-------- -------- ---------- ----------
Nonoperating expenses, net 3,843 5,348 8,335 9,520
-------- -------- ---------- ----------
LOSS BEFORE INCOME TAXES (33,892) (2,461) (42,802) (4,876)
BENEFIT FROM INCOME TAXES (12,016) (575) (14,542) (1,241)
-------- -------- ---------- ----------
NET LOSS $(21,876) $ (1,886) $ (28,260) $ (3,635)
======== ======== ========== ==========
AVERAGE COMMON SHARES OUTSTANDING 28,108 28,106 28,106 28,106
======== ======== ========== ==========
LOSS PER SHARE $ (.78) $ (.07) $ (1.01) $ (.13)
======== ======== ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
4
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STATEMENTS OF CONSOLIDATED CASH FLOWS
Yellow Corporation and Subsidiaries
For the Six Months Ended June 30, 1994 and 1993
(Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
1994 1993
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES:
Net cash from operating activities $ 50,903 $ 68,942
-------- --------
INVESTING ACTIVITIES:
Acquisition of operating property (99,990) (26,079)
Proceeds from disposal of operating property 6,587 4,356
Purchases of short-term investments (3,836) (4,488)
Proceeds from maturities of short-term
investments 4,724 10,465
Purchase of Preston Corporation,
net of cash acquired - (23,683)
-------- --------
Net cash used in investing activities (92,515) (39,429)
-------- --------
FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt 14,000 395
Repayment of long-term debt (2,896) (87,887)
Commercial paper borrowings, net 44,842 85,812
Cash dividends paid to shareholders (13,208) (13,202)
Reduction of Stock Sharing Plan debt guarantee (4,960) (4,509)
Shares allocated by Stock Sharing Plan 4,960 4,509
Other, net 111 55
-------- --------
Net cash from (used in) financing activities 42,849 (14,827)
-------- --------
NET INCREASE IN CASH 1,237 14,686
CASH, BEGINNING OF PERIOD 13,937 19,016
-------- --------
CASH, END OF PERIOD $ 15,174 $ 33,702
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $ 1,654 $ 10,558
======== ========
Interest paid $ 9,048 $ 9,178
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
5
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Yellow Corporation and Subsidiaries
1. In the opinion of management, all adjustments necessary for a fair
statement of the results of operations for the interim periods included
herein have been made.
2. The company's reserves for workers' compensation are discounted to
present value using a rate of 5.5% at December 31, 1993. Effective
January 1, 1994, the company changed its discount rate to a risk-free
rate. The risk-free rate is the U.S. Treasury rate for maturities that
match the expected pay-out of workers' compensation liabilities. The
change in rates was prompted by a Securities and Exchange Commission
directive requiring a discount rate that does not exceed a risk-free
rate. This change did not have a material impact on the financial
condition or results of operations of the company.
3. In February 1993, Yellow Corporation (the company) acquired the stock of
Preston Corporation (Preston). Preston is the holding company for three
regional less-than-truckload carriers serving the Northeast, Upper
Midwest and Southeast United States. The acquisition was accounted for
by the purchase method and, accordingly the financial statements include
the operating results of Preston effective March 1, 1993. Assuming the
acquisition of Preston had occurred on January 1, 1993, the company's
unaudited results of operations (in thousands, except per share data)
for the six months ended June 30, 1993 would have been as follows:
<TABLE>
<CAPTION>
1993
----
<S> <C>
Operating revenue $ 1,422,229
Loss before cumulative effect
of accounting change $ (9,697)
Net loss $ (10,802)
Earnings per share:
-------------------
Loss before cumulative effect
of accounting change $ (.35)
Net loss $ (.38)
</TABLE>
The unaudited pro forma results are not necessarily indicative of what
would have occurred if the acquisition had been consummated at the
beginning of 1993, nor are they necessarily indicative of future
consolidated results.
6
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
FINANCIAL CONDITION
June 30, 1994 Compared to December 31, 1993
Working capital decreased by $4 million during the first six months of 1994,
resulting in a $33 million positive working capital position at June 30, 1994.
The company's total debt level at June 30, 1994 increased $51 million compared
to that of December 31, 1993, primarily due to the relatively higher level of
capital expenditures in the first six months of 1994 and the impact of the
strike, described in Part II, Item 6(a), on cash flow. Additional borrowings
were primarily from commercial paper with some medium-term notes also issued.
Most of the capital expenditures were for revenue equipment at Yellow Freight
System, Inc., (Yellow Freight), the company's largest operating subsidiary. It
is anticipated that the remaining capital expenditures for 1994 will be
financed primarily through internally-generated funds.
The Board of Directors of the company declared a quarterly dividend of $.235
per share of common stock on July 21, 1994, payable on August 15 to
shareholders of record on August 1.
RESULTS OF OPERATIONS
Comparison of Three Months Ended June 30, 1994 and 1993
Operating revenue for the company was $592.2 million in this year's second
quarter compared to $732.9 million in the second quarter last year, a decrease
of 19.2%. The net loss for the quarter was $21.9 million, or $.78 per share,
versus a net loss of $1.9 million, or $.07 per share, in the second quarter
last year.
The decline in revenue and the entire net loss in the most recent quarter are
due to the 24 day strike in April by the International Brotherhood of Teamsters
(Teamsters) against Yellow Freight. The revenue decline was partially offset
by increases achieved at the company's other subsidiaries. The strike also
impacted three of Yellow Freight's largest competitors who are also members of
Trucking Management, Inc., the industry bargaining group. The results for the
second quarter of 1993 include an $11.2 million, or $.40 per share, after tax
charge for network development.
The Teamster membership overwhelmingly ratified a new four-year labor contract
which provides Yellow Freight and Preston Trucking Company (Preston Trucking)
greater operational flexibility while giving employees increased wages and
benefits and more job security. The increased flexibility means faster transit
times, more convenient and responsive customer service, and a more competitive
cost structure. Yellow Freight and Preston Trucking have the ability to lower
operating costs by gaining the right to use more rail transportation and dock
casual workers whose rate of pay is fixed during the contract. In return, the
carriers agreed to a 14% increase in wages and benefits over the life of the
contract.
Including the impact of the strike, Yellow Freight's operating ratio for the
quarter was approximately 108.2. Management estimates that the strike
negatively impacted Yellow Freight revenue by $181.4 million, operating income
by $58.4 million and net income by $34.8 million.
7
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During May and June Yellow Freight returned to profitability by regaining
approximately 95 percent of pre-strike business levels, better than many
anticipated. Yellow Freight has won back business with intensive marketing
efforts, but without additional discounting.
Preston Trucking was profitable in the second quarter of 1994, with an
operating ratio of 97.8, primarily as a result of significant revenue growth
during the period. They were also impacted by the strike, but benefited by
being able to return to work under an interim agreement with the Teamsters
after only six days. The increased volume handled during the strike resulted
in additional expenses to restore service levels, which partially offset the
revenue strength.
Also in the second quarter, more than 85 percent of Preston Trucking's Teamster
associates approved a plan that would reduce wages in return for a share of
profits if certain operating results are achieved. The associates voted to
approve a wage reduction program that would lessen pay by seven percent in
1994, five percent in 1995 and return to standard contract wages in 1996. This
plan replaced a one year, nine percent wage reduction approved in March 1993,
shortly after Preston Trucking was acquired by the company. The temporary
reduction in wages was necessary to help complete a financial turnaround of
Preston Trucking. The vote on the wage reduction provides them with additional
time to implement permanent changes and complete the turnaround.
Two other motor carrier subsidiaries of the company, Saia Motor Freight Line
and Smalley Transportation, had a successful second quarter. Both of these
companies had significant revenue growth in the quarter, primarily due to
increased freight volume as a result of ongoing expansion plans and the strike.
Saia's operating ratio was 87.3, while Smalley continued to improve on its
dramatic turnaround with an operating ratio of 92.8.
In order to leverage the performance of these two companies, we will integrate
Smalley Transportation into Saia Motor Freight Line. By combining their
operations, Smalley and Saia can offer customers improved access to the
southern tier of states they now serve independently. Cost savings will also
result for the combined company. The integration of the two companies is
expected to be completed by the first quarter of 1995.
The House and Senate are currently working on legislation that would deregulate
intrastate trucking. The passage of such legislation would require the company
to write-off the book value of its intrastate operating rights, which
approximated $6.7 million at June 30, 1994.
Comparison of Six Months Ended June 30, 1994 and 1993
Operating revenue in the first half of 1994 was $1,340.4 million compared to
$1,335.1 million in the same period last year. The inclusion of the Preston
group of companies, effective March 1, 1993, increased revenue by 9.5% but the
strike offset this increase, resulting in essentially the same revenue as last
year.
For the first six months of 1994 the net loss was $28.3 million, or $1.01 per
share, compared to a net loss of $3.6 million, or $.13 per share in 1993. The
results for 1993 include an $11.2 million, or $.40 per share, after tax charge
for network development. The severe winter weather experienced in the first
quarter and the strike in the second quarter caused the loss in the first six
months of 1994.
8
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Reports on Form 8-K
On June 21, 1994, a Form 8-K was filed under Item 5, Other Events, which
reported that the company announced on June 15, 1994, that it expects to report
a net loss of between $23 and $25 million, or between $.80 and $.90 per share,
for the second quarter of 1994. The loss is entirely due to the 23 day strike
during April by the International Brotherhood of Teamsters (IBT) against Yellow
Freight System, Inc., the company's largest motor carrier subsidiary.
Comparatively, in the second quarter of 1993, the company lost $1.9 million, or
$.07 per share, after an $11.2 million after-tax, or $.40 per share,
restructuring charge.
Yellow Freight System's business is running about 90 to 95 percent of
pre-strike levels, a more rapid return of business than originally anticipated.
Yellow Freight System showed a profit for the month of May. With pricing
stability and a healthy economy, the company's primary subsidiary stands to
benefit later this year from the flexibility gained in the industry's new
four-year agreement with the IBT.
On July 5, 1994, a Form 8-K was filed under Item 5, Other Events, which
reported that the company announced on June 30, 1994, that the union associates
of its Preston Trucking Company subsidiary had approved a plan that would
reduce wages in return for a share of profits if certain operating results are
achieved. The associates, members of the International Brotherhood of
Teamsters, voted to approve a wage reduction program that would lessen pay by
seven percent in 1994, five percent in 1995 and return to standard contract
wages in 1996. This plan replaced a one year, nine percent wage reduction
approved in March 1993, shortly after Preston Trucking was acquired by the
company.
The company indicated that the temporary reduction in wages was necessary to
help complete a financial turnaround of Preston Trucking. The vote on the wage
reduction provides Preston Trucking with additional time to implement permanent
changes and complete the turnaround.
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.
YELLOW CORPORATION
-------------------------------
Registrant
Date: August 8, 1994 /s/ H. A. Trucksess, III
------------------------ -------------------------------
H. A. Trucksess, III
Senior Vice President - Finance
Date: August 8, 1994 /s/ Phillip A. Spangler
------------------------ -------------------------------
Phillip A. Spangler
Vice President and Treasurer
9
