YELLOW CORP
10-Q, 1998-08-14
TRUCKING (NO LOCAL)
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<PAGE>   1
                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, 1998

                                       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. Employer
 incorporation or organization)                           Identification No.)

   10990 Roe Avenue, P.O. Box 7563, Overland Park, Kansas              66207
   ------------------------------------------------------           ----------  
          (Address of principal executive offices)                  (Zip Code)

                                 (913) 696-6100
                                 --------------
              (Registrant's telephone number, including area code)

                                   No Changes
   --------------------------------------------------------------------------
   (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, 1998
                -----                          ----------------------------
     Common Stock, $1 Par Value                     26,076,917 shares




<PAGE>   2

                               YELLOW CORPORATION


                                     INDEX


<TABLE>
<CAPTION>
Item                                                                 Page


                                     PART I
<S>                                                                  <C>
1.  Financial Statements

    Consolidated Balance Sheets -
     June 30, 1998 and December 31, 1997                              3

    Statements of Consolidated Operations -
     Quarter and Six Months Ended June 30, 1998 and 1997              4

    Statements of Consolidated Cash Flows -
     Six Months Ended June 30, 1998 and 1997                          5

    Notes to Consolidated Financial Statements                        6

2.  Management's Discussion and Analysis of
     Financial Condition and Results of Operations                    9

                                    PART II


6.  Exhibits and Reports on Form 8-K                                 15

Signatures                                                           16
</TABLE>




<PAGE>   3

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                    CONSOLIDATED BALANCE SHEETS (Unaudited)
                      Yellow Corporation and Subsidiaries
                      June 30, 1998 and December 31, 1997
                    (Amounts in thousands except share data)


<TABLE>
<CAPTION>
                                                        June 30     December 31
                                                          1998          1997
                                                      ------------  -----------
 <S>                                                  <C>                  <C>
 ASSETS

 CURRENT ASSETS:
   Cash                                               $    23,463   $   17,703
   Accounts receivable                                    281,452      293,300
   Prepaid expenses and other                              42,080       81,170
   Current assets of discontinued operations                    -       66,588
                                                      -----------   ----------
     Total current assets                                 346,995      458,761
                                                      -----------   ----------

 PROPERTY AND EQUIPMENT:
   Cost                                                 1,849,690    1,833,606
   Less - Accumulated depreciation                      1,166,902    1,141,447
                                                      -----------   ----------
     Net property and equipment                           682,788      692,159
                                                      -----------   ----------

 OTHER ASSETS                                              22,940       25,540
 NONCURRENT ASSETS OF DISCONTINUED OPERATIONS, NET              -       94,352
                                                      -----------   ----------
                                                      $ 1,052,723   $1,270,812
                                                      ===========   ==========


 LIABILITIES AND SHAREHOLDERS' EQUITY

 CURRENT LIABILITIES:
   Accounts payable and checks outstanding            $    95,592   $  148,432
   Wages and employees' benefits                          149,856      153,073
   Other current liabilities                              133,853      131,347
   Current maturities of long-term debt                       473        2,625
   Current liabilities of discontinued operations               -       45,358
                                                      -----------   ----------
     Total current liabilities                            379,774      480,835
                                                      -----------   ----------

 OTHER LIABILITIES:
   Long-term debt                                         157,547      163,080
   Deferred income taxes                                   19,309       21,429
   Claims, insurance and other                            135,818      136,840
   Noncurrent liabilities of discontinued operations            -       22,777
                                                      -----------   ----------
     Total other liabilities                              312,674      344,126
                                                      -----------   ----------

 SHAREHOLDERS' EQUITY:
   Common stock, $1 par value                              29,320       29,289
   Capital surplus                                         14,450       13,868
   Retained earnings                                      378,754      429,700
   Treasury stock                                         (62,249)     (27,006)
                                                      -----------   ----------
     Total shareholders' equity                           360,275      445,851
                                                      -----------   ----------
                                                      $ 1,052,723   $1,270,812
                                                      ============  ===========
</TABLE>


The accompanying notes are an integral part of these statements.



                                       3
                                        





<PAGE>   4
               STATEMENTS OF CONSOLIDATED OPERATIONS (Unaudited)
                      Yellow Corporation and Subsidiaries
                  For the Quarter and Six Months Ended June 30
                  (Amounts in thousands except per share data)

     
<TABLE>
<CAPTION>
                                         Second Quarter          Six Months 
                                       ------------------   --------------------- 
                                         1998       1997      1998        1997
                                       --------   -------   ---------   ---------
OPERATING REVENUE                      $727,419  $730,996  $1,419,879  $1,412,652
                                       --------   -------   ---------   ---------
<S>                                    <C>        <C>       <C>         <C>
OPERATING EXPENSES:
  Salaries, wages and benefits          466,885   464,232     917,253     905,682
  Operating expenses and supplies       111,454   115,394     226,653     228,936
  Operating taxes and licenses           23,935    24,205      47,641      49,381
  Claims and insurance                   14,976    16,000      32,058      30,878
  Depreciation                           26,369    26,441      53,250      53,916
  Purchased transportation               59,341    58,148     114,228      99,720
  Property and equipment gains, net        (725)     (100)     (5,297)       (600)
                                       --------   -------   ---------   ---------

    Total operating expenses            702,235   704,320   1,385,786   1,367,913
                                       --------   -------   ---------   ---------

INCOME FROM OPERATIONS                   25,184    26,676      34,093      44,739
                                       --------   -------   ---------   ---------
NONOPERATING (INCOME) EXPENSES:
  Interest expense                        3,031     3,150       6,130       7,053
  Other, net                                169    (1,002)        401      (1,099)
                                       --------   -------   ---------   ---------
    Nonoperating expenses, net            3,200     2,148       6,531       5,954
                                       --------   -------   ---------   ---------

INCOME FROM CONTINUING OPERATIONS
  BEFORE INCOME TAXES                    21,984    24,528      27,562      38,785

INCOME TAX PROVISION                      9,705    10,663      11,520      16,589
                                       --------   -------   ---------   ---------

INCOME FROM CONTINUING OPERATIONS        12,279    13,865      16,042      22,196

DISCONTINUED OPERATIONS:
  Income (loss) from operation of
    discontinued operations, net           (735)      110      (5,145)     (1,720)
  Loss on disposal of discontinued
    operations, net                     (61,601)        -     (61,601)          -
                                       --------   -------   ---------   ---------

NET INCOME (LOSS)                      $(50,057)  $13,975   $ (50,704)  $  20,476
                                       ========   =======   =========   =========

AVERAGE SHARES OUTSTANDING- (BASIC)      27,198    28,115      27,555      28,113
                                       ========   =======   =========   =========

AVERAGE SHARES OUTSTANDING- (DILUTED)    27,426    28,516      27,784      28,514
                                       ========   =======   =========   =========

BASIC EARNINGS (LOSS) PER SHARE:
  Income from continuing operations    $    .45   $   .49   $     .58   $     .79
  Income (loss) from operation of
    discontinued operations                (.03)      .01        (.18)       (.06)
  Loss on disposal of
    discontinued operations               (2.26)        -       (2.24)          -
                                       --------   -------   ---------   ---------

  Net income (loss)                    $  (1.84)  $   .50   $   (1.84)  $     .73
                                       ========   =======   =========   =========

DILUTED EARNINGS (LOSS) PER SHARE:
  Income from continuing operations    $    .45   $   .48   $     .58   $     .78
  Income (loss) from operation of
    discontinued operations                (.03)      .01        (.19)       (.06)
  Loss on disposal of
    discontinued operations               (2.24)        -       (2.21)          -
                                       --------  --------   ---------   ---------
  Net income (loss)                    $  (1.82) $    .49   $   (1.82)  $     .72
                                       ========  ========   =========   =========
</TABLE>


The accompanying notes are an integral part of these statements.

                                       4





<PAGE>   5
               STATEMENTS OF CONSOLIDATED CASH FLOWS (Unaudited)
                      Yellow Corporation and Subsidiaries
                For the Six Months Ended June 30, 1998 and 1997
                             (Amounts in thousands)



<TABLE>
<CAPTION>
                                                             1998      1997
                                                          ---------  ---------
  <S>                                                     <C>        <C>
  OPERATING ACTIVITIES:
        Net cash from operating activities                $ 73,535   $ 36,940
                                                          --------   --------

  INVESTING ACTIVITIES:
     Acquisition of property and equipment                 (46,471)   (22,701)
     Proceeds from disposal of property and equipment       12,431     11,256
     Net capital expenditures of discontinued operations     2,203     (3,236)
                                                          --------   --------
        Net cash used in investing activities              (31,837)   (14,681)
                                                          --------   --------

  FINANCING ACTIVITIES:
     Treasury stock purchases                              (33,495)         -
     Commercial paper, net                                       -    (11,832)
     Repayment of long-term debt, net                       (2,948)   (10,420)
     Proceeds from exercise of stock options, net              505         97
                                                          --------   --------
        Net cash used in financing activities              (35,938)   (22,155)
                                                          --------   --------
  NET INCREASE IN CASH                                       5,760        104

  CASH, BEGINNING OF PERIOD                                 17,703     22,899
                                                          --------   --------

  CASH, END OF PERIOD                                     $ 23,463   $ 23,003
                                                          ========   ========

  SUPPLEMENTAL CASH FLOW INFORMATION:
  ------------------------------------------------------

  Income taxes (received) paid, net                       $ (4,298)  $ 13,377
                                                          ========   ========
  Interest paid                                           $  4,898   $  6,605
                                                          ========   ========
</TABLE>



The accompanying notes are an integral part of these statements.





                                       5




<PAGE>   6

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      Yellow Corporation and Subsidiaries

1.   The accompanying consolidated financial statements include the accounts of
     Yellow Corporation and its wholly-owned subsidiaries (the company) and have
     been prepared by the company, without audit by independent public
     accountants, pursuant to the rules and regulations of the Securities and
     Exchange Commission.  In the opinion of management, all normal recurring
     adjustments necessary for a fair statement of the results of operations for
     the interim periods included herein have been made.  Certain information
     and note disclosures normally included in financial statements prepared in
     accordance with generally accepted accounting principles have been
     condensed or omitted from these statements pursuant to such rules and
     regulations.  Accordingly, the accompanying consolidated financial
     statements should be read in conjunction with the consolidated financial
     statements included in the company's 1997 Annual Report to Shareholders.

2.   The company provides freight transportation services primarily to the
     less-than-truckload (LTL) market in North America through its subsidiaries,
     Yellow Freight System, Inc. (Yellow Freight), Saia Motor Freight Line, Inc.
     (Saia) and WestEx, Inc. (WestEx).  Yellow Services, Inc. (Yellow Services),
     is a subsidiary that provides information technology and other services to
     the company and its subsidiaries.  Yellow Freight comprises approximately
     86 percent of total revenue while Saia comprises approximately 12 percent.

3.   On June 1, 1998 the company reached agreement in principle to sell Preston
     Trucking Company, Inc. (Preston Trucking) its Northeast regional LTL
     segment to a management group of three senior officers of Preston Trucking.
     Preston Trucking is a regional carrier serving the Northeast, Mid-Atlantic
     and Central States.  The sale has been completed and resulted in a second
     quarter charge of $61.6 million net of anticipated tax benefits of
     approximately $30.0 million, which has been reflected as discontinued
     operations in the consolidated statement of operations.  No interest
     charges have been allocated to discontinued operations and the company does
     not anticipate any change in the loss recorded on disposal of the
     discontinued operations.  The consolidated financial statements have been
     restated to remove Preston Trucking from continuing operations and disclose
     these amounts as discontinued operations in accordance with APB No. 30.

     Operating revenue of Preston Trucking for the quarter and six months ended
     June 30, 1998 were $106.7 million and $211.5 million and revenues for the
     quarter and six months ended June 30, 1997 were $113.4 million and $216.9
     million.




                                       6
<PAGE>   7
4.   The difference between average common shares outstanding used in the
     computation of basic earnings per share and fully diluted earnings per
     share is attributable to outstanding common stock options.

5.   Effective January 1, 1998, the company prospectively adopted Statement of
     Position 98-1, Accounting for the Costs of Computer Software Developed or
     Obtained for Internal Use (the SOP).  The statement requires capitalization
     of certain costs associated with developing or obtaining internal-use
     software, once the capitalization criteria of the SOP have been met.
     Capitalizable costs include external direct costs of materials and services
     consumed in developing or obtaining the software, payroll and
     payroll-related costs for employees directly associated with the project,
     and interest.  Prior to adoption of the standard, the company had
     capitalized only the external direct costs associated with internal-use
     software.  In the quarter and six months ended June 30, 1998, the company
     capitalized $1.4 million and $2.4 million, primarily payroll and
     payroll-related costs incurred since January 1, 1998, on eligible projects.

6.   The company adopted FASB Statement No. 130, Reporting Comprehensive Income,
     in first quarter 1998.  This statement establishes standards for the
     reporting and display of comprehensive income and its components in the
     financial statements.  The company's comprehensive income includes net
     income and foreign currency translation adjustments.  Comprehensive loss
     for the second quarter and six months ended June 30, 1998 was $50.3 million
     and $50.9 million and for the 1997 second quarter and six months ended June
     30, 1997 comprehensive income was $14.0 million and $20.4 million.

7.   The company adopted FASB Statement No. 131, Disclosures about Segments of
     an Enterprise and Related Information, in first quarter 1998.  This
     statement requires the company report financial and descriptive information
     about its reportable operating segments, on a basis consistent with that
     used internally for evaluating segment performance and allocating resources
     to segments.

     Under the standard, consistent with the Business Segments disclosure in the
     company's 1997 Annual Report to Shareholders, the company has two
     reportable segments, strategic business units that offer different products
     and services.  The National segment is comprised primarily of the
     operations of Yellow Freight, a carrier that provides comprehensive
     national LTL service as well as international service to Mexico, Canada
     and, via alliances, Europe, the Asia/Pacific region, South America and
     Central America.  The Southeast regional segment consists of the operations
     of Saia, a regional LTL carrier that provides overnight and second-day
     service in eleven southeastern states and Puerto Rico. The segments are





                                       7
<PAGE>   8
     managed separately because each requires different operating, technology
     and marketing strategies.  The company evaluates performance primarily on
     operating income, net income, adjusted for tax-affected nonoperating
     expenses, gains and losses, and return on capital.

     The accounting policies of the segments are the same as those described in
     the summary of significant accounting policies in the company's 1997 Annual
     Report to Shareholders.  The company also charges a tradename fee to Yellow
     Freight (1% of revenue) for use of the company's trademark. Interest and
     intersegment transactions are recorded at current market rates.  Income
     taxes are allocated in accordance with a tax sharing agreement in
     proportion to each segment's contribution to the parent's consolidated tax
     status.


8.   As further described in the footnotes to the 1997 consolidated financial
     statements, Yellow Freight recorded a special charge of $46.1 million, or
     $28.3 million after taxes in the fourth quarter of 1996.  The major
     components of the charge and subsequent activity are as summarized below
     (amounts in millions):


<TABLE>
<CAPTION>
                                   Six Months Ended June 30, 1998
                               ---------------------------------------
                               December  Favorable   Paid or   Ending
                               31, 1997  Revisions   Utilized  Balance
                               --------  ---------   --------  -------
  <S>                          <C>       <C>         <C>       <C>
  Write down nonoperating
   real estate                 $    5.2  $     .7    $    2.3  $   2.2
  Severance and organization
   design                            .2         -          .2        -
                               --------  --------    --------  -------
  Total                        $    5.4  $     .7    $    2.5  $   2.2
                               ========  ========    ========  =======
</TABLE>



<TABLE>
<CAPTION>
                                               Cumulative Through
                                                 June 30, 1998
                                Pre-tax  -----------------------------
                                1996     Favorable   Paid or    Ending
                                Charge   Revisions   Utilized   Balance
                                -------  ---------   ---------  -------
  <S>                          <C>        <C>        <C>       <C>
 Write down nonoperating
  real estate                   $  16.5   $   1.7    $   12.6  $   2.2
 Write off computer software        8.4         -         8.4        -
 Early retirement program          13.7         -        13.7        -
 Company car program reduction      3.6         -         3.6        -
 Severance and organization
  design                            3.9         -         3.9        -
                                -------   -------    --------  -------
 Total                          $  46.1   $   1.7    $   42.2  $   2.2
                                =======   =======    ========  =======
</TABLE>


     Marketing efforts continue on nonoperating real estate.  During the first
     six months of 1998, nonoperating property written down in the charge to
     $2.8 million was sold for $3.5 million utilizing portions of the write
     down.  Revisions to estimates of $.7 million during the first six months of
     1998 were reflected in operating income.





                                       8
<PAGE>   9

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations

FINANCIAL CONDITION

                  June 30, 1998 Compared to December 31, 1997

On June 1, 1998 the company reached agreement in principle to sell Preston
Trucking to a management group of three senior officers of Preston Trucking. The
sale has been completed and resulted in a second quarter charge of $61.6 million
net of anticipated tax benefits, which has been reflected as discontinued
operations in the consolidated statement of operations.  No interest charges
have been allocated to discontinued operations and the company does not
anticipate any change in the loss on disposal of the discontinued operations.
The consolidated financial statements have been restated to remove Preston
Trucking from continuing operations and disclose these amounts as discontinued
operations in accordance with APB No. 30.

Working capital decreased slightly during the first six months of 1998,
resulting in a $32.8 million working capital deficit position at June 30, 1998
compared to a $22.1 million deficit position at December 31, 1997.  The decrease
in working capital was primarily the result of discontinued operations,
decreased accounts receivable and prepaid expenses partially offset by
reductions in accounts payable and checks outstanding.  The accounts receivable
decrease of $11.8 million is comprised of a $16.0 million decrease due to the
reduction in accounts receivable subject to Yellow Freight's asset-backed
securitization agreement and a $4.2 million increase due to other changes.  The
company can operate with a deficit working capital position because of rapid
turnover of accounts receivable, effective cash management and ready access to
funding.

Total debt during the first six months of 1998 decreased $7.7 million.  Net
capital expenditures for continuing operations for the first six months of 1998
were $34.0 million.  Subject to ongoing review, total net capital spending for
1998 is expected to total approximately $130 million.

During the quarter ended June 30, 1998 the Company substantially completed a $25
million stock repurchase program approved by the Board of Directors in May 1998.
This program followed an earlier $25 million stock repurchase that was completed
between December 1997 and March 1998.

The company remains on plan to complete the system modifications and systems
replacements required in order to process transactions in the year 2000.  Such
efforts are anticipated to be largely complete by the end of 1998.  The company
expensed $1.7 million of modification costs in the second quarter of 1998 and
$3.5 million for six months ended June 30, 1998 compared with $1.5 million
expensed in the second quarter of 1997 and $3.1 for the six months ended June
30, 1997.



                                       9

<PAGE>   10

RESULTS OF OPERATIONS

               Comparison of Quarter Ended June 30, 1998 and 1997

Income from continuing operations for the second quarter was $12.3 million, or
$.45 earnings per share (diluted).  Including the after-tax charge from
discontinued operations, the net loss was $50.1 million or $1.82 net loss per
share (diluted).  For the quarter ending June 1997 income from continuing
operations of $13.9 million, or $.48 per share (diluted), and net income was
$14.0 million or $.49 net earnings per share (diluted).  The 1997 quarter
included a non-recurring charge of $.12 per share for expenses related to a
change of operations at Yellow Freight.

Operating revenue in the second quarter of 1998 was $727.4 million, a .5 percent
decrease over 1997 second quarter revenue of $731.0 million.  Operating income
for the Company in the 1998 second quarter was $25.2 million, compared with
operating income of $26.7 million in the 1997 second quarter.

During the second quarter, Yellow Freight reported operating income of $19.7
million.  Operating income during the 1997 second quarter was $22.7 million.
Yellow Freight revenue for the 1998 second quarter was $624.9 million, versus
$640.9 million a year earlier.  The Yellow Freight operating ratio was 96.8,
compared with 96.5 in the 1997 second quarter.

Negotiations on a new National Master Freight Agreement (NMFA) with the
Teamsters had a significant impact on business for Yellow Freight.  Freight was
diverted to nonunion competitors in the first quarter due to customer fear that
failure to negotiate a settlement by March 31, 1998, could lead to a strike and
disrupt their product deliveries.  The negotiation resulted in a five-year
contract with the Teamsters, which was ratified on April 7, and which greatly
stabilized customer concerns.  As a result, business levels began improving in
the second quarter though they remained below second quarter 1997 levels.

Saia continued its strong growth, posting 1998 second quarter revenue of $86.6
million, up 11.6 percent from $77.6 million in the 1997 second quarter.
Operating income for Saia was $7.0 million for the second quarter of 1998,
compared with $4.8 million up 47 percent over the 1997 period.  Saia's operating
ratio was 91.9 for the second quarter versus 93.8 in the 1997 second quarter.
Saia is an Atlanta-based regional carrier serving the southeastern U.S., and
continues to grow at double-digit rates.

WestEx, Yellow's regional carrier serving California, Colorado and much of the
southwestern U.S., reported revenue of $15.9 million for the 1998 second
quarter, up 27.2 percent from $12.5 million in the year-earlier quarter.



                                       10
<PAGE>   11
The loss on operation of discontinued operations net of anticipated tax benefits
at Preston Trucking was $735 thousand for the quarter ended June 30, 1998
compared to income of $110 thousand for the quarter ended June 30, 1997. The
loss was principally due to freight diversion prior to the completion of union
negotiations in the second quarter of 1998.

The loss on disposal of discontinued operations of $61.6 million net of
anticipated income tax benefits is a result of the sale of Preston Trucking to a
management group of three senior officers of Preston Trucking.  

Interest expense fell between years as a result of reduced debt levels.  The
effective tax rate was 44.1 percent in the second quarter 1998 and 43.5 percent
in the second quarter 1997.

             Comparison of Six Months Ended June 30, 1998 and 1997

Income from continuing operations for the six months was $16.0 million, or $.58
earnings per share (diluted).  Including the after-tax charge from discontinued
operations, the net loss was $50.7 million, or $1.82 net loss per share
(diluted).  For the six months ending June 1997 income from continuing
operations was $22.2 million, or $.78 per share (diluted), and net income was
$20.5 million, or $.72 net earnings per share (diluted).

Operating revenue in the six months ended 1998 was $1.4 billion, breakeven with
the first six months of 1997 revenue of $1.4 billion.  Operating income for the
company for six months of 1998 was $34.1 million compared with operating income
of $44.7 million in the first six months of 1997.

During the six months ended June 30, 1998, Yellow Freight reported operating
income of $27.1 million.  Operating income during the six months ended June 30,
1997, was $38.2 million.  Yellow Freight revenue for the six months of 1998 was
$1.2 billion, versus $1.2 billion a year earlier.  The Yellow Freight operating
ratio was 97.8, compared with 96.9 in the 1997 year.

Saia continued its strong growth, posting 1998 year to date revenue of $166.9
million, up 11.3 percent from $150.0 million in the first six months of 1997.
Operating income for Saia was $11.3 million for the six months of 1998,
compared with $8.4 million in the 1997 period.  Saia's operating ratio was 93.2
for the six months in 1998 versus 94.4 in 1997.

WestEx, reported revenue of $30.4 million for the six months ended June 30,
1998 versus $22.9 million in the year-earlier period.

The loss on operation of discontinued operations at Preston Trucking increased
to $5.2 million, net of anticipated tax benefits of $2.8 million, for the six
months ended June 30, 1998, compared to a loss of $1.7 million, net of tax
benefits of $.7 million, for the six months ended June 30, 1997, principally
the result of two factors.  The first 



                                       11
<PAGE>   12
was a one-time cost incurred mostly in 1998 pertaining to a change in operations
implemented in December 1997. Second, Preston Trucking like other union carriers
that bargain independently, was subject to freight diversion prior to completion
of its union negotiations late in the second quarter of 1998.

The loss on disposal of discontinued operations of $61.6 million net of
anticipated income tax benefits of $30.0 million is a result of the sale of
Preston Trucking to a management group of three senior officers of Preston
Trucking.  

Interest expense fell between years as a result of reduced debt levels. The
effective tax rate was 41.8 percent year to date 1998 and 42.8 percent year to
date 1997.

Statements contained herein that are not purely historical are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the company's expectations, hopes, beliefs
and intentions on strategies regarding the future.  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 but
not limited to inflation, labor relations, inclement weather, competitor pricing
activity and a downturn in general economic activity.





                                       12
<PAGE>   13
                          Yellow Freight System, Inc.
                             Financial Information
                  For the Quarter and Six Months Ended June 30
                             (Amounts in thousands)


<TABLE>
<CAPTION>
                                 Second Quarter                    Six Months
                               ------------------         ----------------------------
                                 1998     1997(1)    %      1998        1997(1)    %
                               --------  --------  -----  ---------  ----------  -----
<S>                             <C>       <C>       <C>   <C>         <C>        <C>  
Operating revenue               624,897   640,909   (2.5) 1,222,615   1,239,736  (1.4)
Operating income                 19,719    22,733            27,125      38,178
Operating ratio                    96.8      96.5              97.8        96.9
Total assets at June 30                                     772,945     889,690
</TABLE>


<TABLE>
<CAPTION>

                                                                Second Quarter
                                 Second Quarter                 Amount/Workday
                               ------------------         --------------------------
                                 1998      1997      %       1998         1997      %
                               --------  --------  -----  ----------    --------  -----
Workdays                                                     (64)        (64)
<S>                     <C>    <C>        <C>      <C>      <C>         <C>       <C> 
Financial statement     LTL     571,061   585,861  (2.5)   8,922.8       9,154.1   (2.5)
revenue                 TL       55,306    56,617  (2.3)     864.2         884.6   (2.3)
                        Other    (1,471)   (1,569)  6.2      (23.0)        (24.5)   6.2
                        Total   624,896   640,909  (2.5)   9,764.0      10,014.2   (2.5)
                        
Revenue excluding       LTL     571,061   585,861  (2.5)   8,922.8       9,154.1   (2.5)
revenue recognition     TL       55,306    56,617  (2.3)     864.2         884.6   (2.3)
Adjustment              Other      (200)      495    NM       (3.1)          7.7     NM
                        Total   626,167   642,973  (2.6)   9,783.9      10,046.4   (2.6)

Tonnage                 LTL       1,727     1,802  (4.2)     26.98         28.16   (4.2)
                        TL          396       402  (1.6)      6.18          6.28   (1.6)
                        Total     2,123     2,204  (3.7)     33.16         34.44   (3.7)
                        
Shipments               LTL       3,507     3,650  (3.9)     54.80         57.03   (3.9)
                        TL           53        54  (1.6)       .83           .85   (1.6)
                        Total     3,560     3,704  (3.9)     55.63         57.88   (3.9)

Revenue/cwt.            LTL       16.54     16.26   1.7
                        TL         6.99      7.04   (.7)
                        Total     14.76     14.57   1.3
                        
Revenue/shipment        LTL      162.84    160.51   1.5
                        TL     1,037.22  1,044.51   (.7)
                        Total    175.93    173.44   1.4
</TABLE>



(1) 1997 data includes a $5.6M pre-tax charge related to a major change of 
    operations.



                                       13
<PAGE>   14
                         Saia Motor Freight Line, Inc.
                             Financial Information
                  For the Quarter and Six Months Ended June 30
                             (Amounts in thousands)



<TABLE>
<CAPTION>
                                Second Quarter               Six Months
                               ----------------        -----------------------
                                1998     1997     %     1998         1997        %
                               -------  -------  ----  -------  --------------  ----
<S>                            <C>      <C>      <C>   <C>      <C>    <C>      <C>
Operating revenue               86,579   77,551  11.6  166,850         149,971  11.3
Operating income                 7,044    4,777         11,268           8,372
Operating ratio                   91.9     93.8           93.2            94.4
Total assets at June 30                                205,196         157,750
</TABLE>


<TABLE>
<CAPTION>
                                                           Second Quarter
                                Second Quarter             Amount/Workday
                               ----------------        -----------------------
                                1998     1997     %         1998        1997       %
                               -------  -------  ----  --------------  -------    ----
Workdays                                                    (64)        (64)
<S>                     <C>     <C>      <C>     <C>      <C>          <C>        <C>
Financial statement     LTL     77,572   69,623  11.4      1,212.1     1,087.9    11.4
revenue                 TL       9,007    7,928  13.6        140.7       123.9    13.6
                        Total   86,579   77,551  11.6      1,352.8     1,211.8    11.6

Revenue excluding       LTL     77,531   69,904  10.9      1,211.4     1,092.3    10.9
revenue recognition     TL       9,002    7,960  13.1        140.7       124.4    13.1
Adjustment              Total   86,533   77,864  11.1      1,352.1     1,216.7    11.1

Tonnage                 LTL        439      413   6.3         6.86        6.46     6.3
                        TL         154      138  11.6         2.41        2.16    11.6
                        Total      593      551   7.6         9.27        8.62     7.6
                        
Shipments               LTL        830      786   5.6        12.97       12.28     5.6
                        TL          16       15   6.2          .24         .23     6.2
                        Total      846      801   5.6        13.21       12.51     5.6

Revenue/cwt.            LTL       8.82     8.46   4.3
                        TL        2.92     2.88   1.4
                        Total     7.29     7.06   3.3
                        
Revenue/shipment        LTL      93.43    88.97   5.0
                        TL      579.99   544.80   6.5
                        Total   102.36    97.29   5.2
</TABLE>

Note:  Prior year statistics restated for consistency.



                                       14




<PAGE>   15

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits
     (27) - Financial Data Schedule (for SEC use only)

(b)  Reports on Form 8-K

     Yellow Corporation announced June 1, 1998, that it has reached agreement in
     principle to sell Preston Trucking Company to a management group of three
     senior officers of Preston Trucking.  The sale of Preston Trucking was
     completed on July 14, 1998.

     Yellow Corporation announced June 1, 1998, that its Board of Directors has
     authorized another repurchase of shares of the company's outstanding common
     stock with an aggregate purchase price of up to $25 million. It is the
     second stock repurchase program announced by Yellow since December 1997,
     when the company was authorized to repurchase up to $25 million in common
     stock.










                                       15
<PAGE>   16

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 12, 1998                      /s/    A. Maurice Myers
      ---------------------------       -------------------------------------
                                                 A. Maurice Myers
                                        Chairman of the Board of
                                        Directors, President & Chief
                                        Executive Officer


Date:    August 12, 1998                      /s/   H. A. Trucksess, III
      ---------------------------       -------------------------------------
                                                 H. A. Trucksess, III
                                        Senior Vice President - Finance/
                                        Chief Financial Officer &
                                        Treasurer








                                       16



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                          23,463
<SECURITIES>                                         0
<RECEIVABLES>                                  281,452
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               346,995
<PP&E>                                       1,849,690
<DEPRECIATION>                               1,166,902
<TOTAL-ASSETS>                               1,052,723
<CURRENT-LIABILITIES>                          379,774
<BONDS>                                        157,547
                                0
                                          0
<COMMON>                                        29,320
<OTHER-SE>                                     330,955
<TOTAL-LIABILITY-AND-EQUITY>                 1,052,723
<SALES>                                              0
<TOTAL-REVENUES>                             1,419,879
<CGS>                                                0
<TOTAL-COSTS>                                1,385,786
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               6,130
<INCOME-PRETAX>                                 27,562
<INCOME-TAX>                                    11,520
<INCOME-CONTINUING>                             16,042
<DISCONTINUED>                                (66,746)
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (50,704)
<EPS-PRIMARY>                                   (1.84)
<EPS-DILUTED>                                   (1.82)
        

</TABLE>


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