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 June 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to _________.
COMMISSION FILE NUMBER: 0-19582
OLD DOMINION FREIGHT LINE, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 56-0751714
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1730 WESTCHESTER DRIVE
HIGH POINT, NC 27262
(Address of principal executive offices)
TELEPHONE NUMBER (336) 889-5000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
As of August 10, 1998, there were 8,312,196 shares of the registrant's
Common Stock ($.10 par value) outstanding.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
OLD DOMINION FREIGHT LINE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SIX MONTHS ENDED
--------------------- ---------------------------
JUNE 30, June 30, JUNE 30, June 30,
1998 1997 1998 1997
(In thousands, except share and per
share data) (UNAUDITED) (Unaudited) (UNAUDITED) (Unaudited)
- ------------------------------------------------ --------- ------------- -------------
<S> <C> <C> <C> <C>
Revenue from operations $ 95,640 $ 84,490 $ 184,334 $ 158,081
Operating expenses:
Salaries, wages and benefits 56,253 49,053 109,527 92,474
Purchased transportation 4,266 3,700 8,421 7,097
Operating supplies and
expenses 8,014 7,498 15,748 15,030
Depreciation and
amortization 5,152 4,126 9,817 8,117
Building and office
equipment rents 1,780 1,788 3,578 3,463
Operating taxes and licenses 4,094 3,582 7,841 6,895
Insurance and claims 2,866 2,888 5,754 5,204
Communications and utilities 1,706 1,481 3,391 2,906
General supplies and
expenses 3,834 3,256 7,563 5,962
Miscellaneous expenses 897 1,057 1,827 1,658
----------- --------- ------------- -------------
Total operating expenses 88,862 78,429 173,467 148,806
----------- --------- ------------- -------------
Operating income 6,778 6,061 10,867 9,275
Other deductions:
Interest expense, net 960 854 1,873 1,722
Other expense, net 85 79 176 151
----------- --------- ------------- -------------
Total other deductions 1,045 933 2,049 1,873
----------- --------- ------------- -------------
Income before income taxes 5,733 5,128 8,818 7,402
Provision for income taxes 2,179 1,975 3,351 2,850
----------- --------- ------------- -------------
Net income $ 3,554 $ 3,153 $ 5,467 $ 4,552
=========== ========= ============= =============
Basic and diluted earnings per
share: $ 0.43 $ 0.38 $ 0.66 $ 0.55
Weighted average shares outstanding:
Basic 8,312,108 8,308,196 8,311,352 8,313,808
Diluted 8,329,460 8,314,170 8,327,669 8,318,237
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
OLD DOMINION FREIGHT LINE, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, December 31,
1998 1997
(In thousands, except share data) (UNAUDITED) (Audited)
- -------------------------------------------------------------------------------
ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 5,407 $ 674
Customer receivables, less allowances
of $5,112 and $4,963, respectively 46,857 43,399
Other receivables 2,109 1,492
Tires on equipment 5,329 5,052
Prepaid expenses 4,927 7,273
Deferred income taxes 1,970 1,970
------------- --------------
Total current assets 66,599 59,860
Property and equipment:
Revenue equipment 155,994 144,926
Land and structures 46,083 42,572
Other equipment 28,939 19,675
Leasehold improvements 4,129 721
------------- --------------
Total property and equipment 235,145 207,894
Less accumulated depreciation and
amortization (91,417) (83,064)
------------- --------------
Net property and equipment 143,728 124,830
Other assets, less insurance policy
loans of $1,851 6,280 6,371
------------- --------------
Total assets $ 216,607 $ 191,061
============= ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
OLD DOMINION FREIGHT LINE, INC.
CONSOLIDATED BALANCE SHEETS
(CONTINUED)
JUNE 30, December 31,
1998 1997
(In thousands, except share data) (UNAUDITED) (Audited)
- -------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
<S> <C> <C>
Accounts payable $ 14,155 $ 14,161
Compensation and benefits 12,582 8,915
Claims and insurance accruals 10,376 9,275
Other accrued liabilities 2,191 1,587
Income taxes payable 46 0
Current maturities of long-term debt 5,445 5,146
------------- --------------
Total current liabilities 44,795 39,084
Long-term debt 53,905 42,155
Other non-current liabilities 8,631 7,704
Deferred income taxes 18,292 16,617
------------- --------------
Total long-term liabilities 80,828 66,476
Stockholders' equity:
Common stock - $.10 par value,
25,000,000 shares authorized, 8,312,196 and
8,310,596 shares outstanding, respectively 831 831
Capital in excess of par value 23,907 23,891
Retained earnings 66,246 60,779
------------- --------------
Total Stockholders' equity 90,984 85,501
------------- --------------
Total liabilities and stockholders'
equity $ 216,607 $ 191,061
============= ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
OLD DOMINION FREIGHT LINE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30,
------------------------
1998 1997
(In thousands) (UNAUDITED) (Unaudited)
- --------------------------------------------------------------------------
Cash flows from operating activities:
Net income $ 5,467 $ 4,552
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 9,817 8,117
Deferred income taxes 1,675 2,923
Net effect of restricted stock
distribution - 511
Gain on sale of property and equipment (6) (77)
Changes in assets and liabilities:
Customer and other receivables, net (4,075) (5,717)
Tires on equipment (277) (55)
Prepaid expenses and other assets 2,437 1,758
Accounts payable (6) (3,605)
Compensation, benefits and other
accrued liabilities 4,271 2,712
Claims and insurance accruals 1,101 356
Income taxes payable 46 26
Other liabilities 927 733
---------- ----------
Net cash provided by operating
activities 21,377 12,234
---------- ----------
Cash flows from investing activities:
Purchases of property and equipment (29,282) (19,563)
Proceeds from sale of property and equipment 573 904
---------- ----------
Net cash used by investing activities (28,709) (18,659)
---------- ----------
Cash flows from financing activities:
Proceeds from issuance of long-term debt 20,990 9,000
Principal payments under debt and capital lease
agreements (2,211) (2,300)
Net payments on short-term revolving line of
credit (6,730) (980)
Proceeds from conversion of stock options 16 -
---------- ----------
Net cash provided by financing
activities 12,065 5,720
---------- ----------
Increase (Decrease) in cash and cash
equivalents 4,733 (705)
Cash and cash equivalents at beginning of
period 674 1,353
---------- ----------
Cash and cash equivalents at end of period $ 5,407 $ 648
========== ==========
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The consolidated financial statements are unaudited and reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial position and
operating results for the interim periods. The consolidated financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto contained in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997. The results of operations for the quarter
ended June 30, 1998, are not necessarily indicative of the results for the
entire fiscal year ending December 31, 1998.
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 1997 Annual Report to Shareholders and related
annual report to the Securities and Exchange Commission on Form 10-K.
EARNINGS PER SHARE
Net income per share of common stock is based on the weighted average number of
shares outstanding during each period. The Company's restated earnings per share
("EPS"), under Statement of Financial Accounting Standards ("SFAS") No. 128,
EARNINGS PER SHARE, for both basic and diluted EPS was $.43 and $.38 for the
quarters ended June 30, 1998 and 1997, respectively, and $.66 and $.55 for the
six months ended June 30, 1998 and 1997, respectively.
SUBSEQUENT EVENTS
On August 4, 1998, the Company signed a definitive agreement to purchase
selected assets of Goggin Truck Line, a regional less-than-truckload carrier
headquartered in Shelbyville, Tennessee. The asset purchase transaction is
scheduled to be completed by the end of August 1998.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998,
VS. JUNE 30, 1997
<TABLE>
<CAPTION>
EXPENSES AS A PERCENTAGE OF REVENUE FROM OPERATIONS
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------ -----------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenue from operations 100.0% 100.0% 100.0% 100.0%
---------- ---------- ---------- ----------
Operating expenses:
Salaries, wages and benefits 58.8 58.1 59.4 58.5
Purchased transportation 4.5 4.4 4.6 4.5
Operating supplies and expenses 8.4 8.9 8.5 9.5
Depreciation and amortization 5.4 4.9 5.3 5.1
Building and office equipment
rents 1.9 2.1 1.9 2.2
Operating taxes and licenses 4.3 4.2 4.3 4.4
Insurance and claims 3.0 3.4 3.1 3.3
Communications and utilities 1.8 1.8 1.8 1.8
General supplies and expenses 4.0 3.8 4.1 3.8
Miscellaneous expenses 0.8 1.2 1.1 1.0
---------- ---------- ---------- ----------
Total operating expenses 92.9 92.8 94.1 94.1
---------- ---------- ---------- ----------
Operating income 7.1 7.2 5.9 5.9
Interest expense, net 1.0 1.1 1.0 1.1
Other expense, net 0.1 0.1 0.1 0.1
---------- ---------- ---------- ----------
Income before income taxes 6.0 6.0 4.8 4.7
Provision for income taxes 2.3 2.3 1.8 1.8
---------- ---------- ---------- ----------
Net income 3.7% 3.7% 3.0% 2.9%
========== ========== ========== ==========
</TABLE>
7
<PAGE>
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1998, COMPARED TO THREE MONTHS ENDED JUNE 30, 1997
Net revenue for the second quarter of 1998 was $95,640,000, an increase of
13.2%, compared to $84,490,000 for the second quarter of 1997. Less than
truckload ("LTL") tonnage increased 11.0% during the quarter while LTL shipments
increased 13.4%. These increases were achieved primarily through the Company's
continuing focus in 1998 to build market share in existing areas of operation.
Additionally, the first quarter 1998 openings of the Buffalo, Rochester, Albany
and Syracuse, New York service centers and the January 1998 Fredrickson Motor
Express asset purchase contributed to the revenue increase in the second quarter
of 1998.
Average revenue per LTL shipment decreased 2.7% to $117.46 in the current
quarter from $120.68 for the same quarter in 1997. This decrease was due
primarily to a 2.1% decrease in LTL weight per shipment to 1,047 lbs. from 1,070
lbs. Average LTL revenue per hundredweight decreased to $11.21 compared to
$11.28, a decrease of 0.6%. Average length of haul also decreased 1.3% to 857
miles from 868 in the comparable quarter of 1997. These decreases are attributed
to the regional characteristics of the additional freight contributed by the
Fredrickson asset purchase and the growth of the Company's regional business in
the Northern and Midwest regions.
Operating expenses as a percentage of net revenue, the operating ratio,
increased slightly to 92.9% for the second quarter of 1998 from 92.8% for the
same period of 1997. The increase was due primarily to increases in salaries,
wages and benefits and increased depreciation and amortization as a percent of
revenue. Combined, these costs increased to 64.2% of revenue compared to 63.0%
for the same quarter of 1997.
Salaries, wages and benefits accounted for a significant portion of the higher
operating expenses, increasing to 58.8% of revenue from 58.1% for the same
quarter last year. This increase was primarily due to the start up costs
associated with the first quarter opening of four upstate New York service
centers and the Company's commitment to provide exceptional service in those new
markets.
Depreciation and amortization expense increased to 5.4% of revenue from 4.9% for
the same quarter of 1997. The increase in depreciation was due primarily to
increased capital expenditures for improvements and expansion of existing
service centers, purchases of new service centers which were previously leased
and investments and upgrades to the Company's information systems.
These increased expenses were partially offset by decreases in operating
supplies and expenses, building office and equipment rents, insurance and claims
and miscellaneous expenses as a percent of revenue. The decrease in operating
supplies and expenses was primarily attributed to an 11.8% reduction in the
average price per gallon of fuel combined with a .3% increase in fuel efficiency
for the second quarter of 1998. Building and office equipment rents decreased to
1.9% of revenue from 2.1% as a result of the Company's purchase of service
centers that were previously leased. Insurance and claims decreased to 3.0% of
revenue from 3.4% due primarily to a reduction in bodily injury and property
damage expense to 1.0% percent of revenue from 1.8% for the same quarter of
1997. Miscellaneous expenses decreased to 0.8% of revenue from 1.2% for the same
period of 1997. This decrease is attributed to lower professional services and
bad debt expense incurred by the Company during the second quarter of 1998.
Net interest expense was 1.0% of revenue for the second quarter of 1998 and 1.1%
for the same period of 1997. On February 27, 1998, the Company secured
$20,000,000 of additional Senior Note financing and used $11,805,000 of the
proceeds to reduce the Company's line of credit, which carried a higher interest
rate than the notes, and placed the remaining proceeds into short-term interest
producing investments in anticipation of future capital expenditures. For the
second quarter of 1998, interest expense increased $224,000 due to the increase
in long-term debt; however, this increase was partially offset by a $117,000
increase in interest income over the prior comparable period of 1997 due to the
income earned on the invested proceeds.
8
<PAGE>
Net income was $3,554,00 for the quarter, an increase of 12.7%, compared to
$3,153,000 for the same quarter of the previous year. The effective tax rate was
38.0% for the second quarter of 1998 compared to 38.5% for the same period of
1997.
SIX MONTHS ENDED JUNE 30, 1998, COMPARED TO SIX MONTHS ENDED JUNE 30, 1997
Net revenue for the six months ended June 30, 1998, was $184,334,000, an
increase of 16.6%, compared to $158,081,000 for the same period of 1997. LTL
tonnage increased 14.4% due primarily to a 16.5% increase in LTL shipments.
Those increases are a direct result of the Company's ongoing efforts to build
market share in existing areas of operation. Additionally, the first quarter
1998 openings of the Buffalo, Rochester, Albany and Syracuse, New York service
centers and the Fredrickson Motor Express asset purchase contributed to the
revenue increase in the first half of the year.
Average revenue per LTL shipment for the first six months of 1998 decreased 1.8%
to $118.72 from $120.92 for the comparable period of 1997. This decrease was due
primarily to a 1.7% decrease in LTL weight per shipment to 1,058 lbs. from 1,076
lbs. Average length of haul also decreased 0.9% to 852 miles from 860 in the
comparable period of 1997. These decreases are attributed to the regional
characteristics of the additional freight contributed by the Fredrickson asset
purchase and the growth of the Company's regional business in the Northern and
Midwest regions. Average LTL revenue per hundredweight was unchanged from $11.23
for the first six months ended June 30, 1998, compared to the same period of
1997.
Operating expenses as a percentage of net revenue were 94.1% for both the six
months ended June 30, 1998 and 1997. When combined, salaries, wages and
benefits, purchased transportation, depreciation and amortization and general
supplies and expenses increased to 73.4% of net revenue compared to 71.9% for
same comparable period of 1997.
Salaries, wages and benefits increased to 59.4% of revenue as compared to 58.5%
for the same period of 1997. This increase reflects the start up costs and the
Company's commitment to provide superior service in the new markets created
through the expansion into upstate New York and the Fredrickson Motor Express
asset purchase. The increase in depreciation and amortization can be attributed
to higher depreciation on structures resulting from the Company's capital
expenditures to improve existing service centers and purchases of service
centers that had been previously leased. Depreciation expense on data processing
equipment also increased due to recent upgrades of the Company's information
systems. The increase in general supplies and expenses is attributed to the
continued start up costs related to the upstate New York expansion and the
Fredrickson asset purchase.
These increased expenses were offset by decreases in operating supplies and
expenses, building office and equipment rents, operating taxes and licenses and
insurance and claims. The decrease in operating supplies and expenses was
primarily attributed to a 14.0% reduction in the average price per gallon of
fuel combined with a .3% increase in fuel efficiency for the first six months of
1998. Building and office equipment rents decreased to 1.9% of revenue from 2.2%
as a result of the Company's purchase of service centers that were previously
leased. Insurance and claims decreased to 3.1% of revenue from 3.3% due
primarily to a reduction in bodily injury and property damage expense to 1.1%
percent of revenue from 1.5% for the same period of 1997.
Net interest expense was 1.0% of revenue for the first six months of 1998
compared to 1.1% for the comparable period of 1997. On February 27, 1998, the
Company secured $20,000,000 of additional Senior Note financing and used
$11,805,000 of the proceeds to reduce the Company's line of credit, which
carried a higher interest rate than the notes, and placed the remaining proceeds
into short-term interest producing investments in anticipation of future capital
expenditures. For the first six months of 1998, interest expense increased
$379,000 due to the increase in long-term debt and a higher average outstanding
debt level; however, this increase was offset by a $227,000 increase in interest
income over the prior comparable period of 1997 due to the income earned on the
invested proceeds.
9
<PAGE>
Net income was $5,467,000 for the six months ended June 30, 1998, an increase of
20.1%, compared to $4,552,000 for the same six-month period the previous year.
The effective tax rate was 38.0% for 1998 and 38.5% for 1997.
LIQUIDITY AND CAPITAL RESOURCES
Expansion in both the size and number of service center facilities, as well as
the routine tractor and trailer turnover cycle, has required continued
investment in property and equipment. The Company anticipates capital
expenditures of between $60,000,000 and $65,000,000 for the year ending December
31, 1998. This investment will be financed principally by internally generated
cash flow supplemented with borrowings. Capital expenditures during the quarter
ended June 30, 1998, were approximately $14,085,000, and for the first six
months of 1998 were approximately $29,282,000. While long-term debt, including
current maturities, increased $12,049,000 from year-end 1997, approximately
$4,500,000 of the debt proceeds were held in cash investments at the end of the
quarter in anticipation of scheduled capital expenditures.
The Company generally meets its working capital needs with cash generated from
operations, supplemented by credit lines. Working capital requirements are
generally higher during the first and fourth quarters because of seasonal
declines in revenue and annual payments of property taxes, equipment tags and
licenses. The Company currently maintains a $32,500,000 uncollateralized
committed credit agreement that provides a $17,500,000 line of credit and a
$15,000,000 letter of credit facility. Interest on the line of credit is charged
at rates that can vary based upon a certain financial performance ratio and the
stated period of time the borrowings are outstanding. The applicable interest
rate is based upon LIBOR plus .75% for periods of 30-180 days and prime minus 1%
for periods less than 30 days. A fee of .25% is charged on the unused portion of
the $32,500,000 line of credit and letter of credit facility, and a fee of .75%
is charged on the outstanding letters of credit. At June 30, 1998, there was no
balance outstanding on the line of credit and $7,891,000 outstanding on the
letter of credit facility, which is required for self-insured retention reserves
for bodily injury, property damage and workers' compensation insurance. The
Company believes that it has sufficient credit lines and capacity to meet
seasonal and long-term financing needs.
On February 27, 1998, the Company entered into a $20,000,000 private placement
of debt through a Note Purchase Agreement. The debt consists of $10,000,000 of
Senior Notes maturing in seven years bearing an interest rate of 6.35% and
$10,000,000 of Senior Notes maturing in ten years bearing an interest rate of
6.59%. The proceeds from this private debt agreement were used to replace the
outstanding borrowings on the line of credit facility with long term, fixed rate
obligations with the excess proceeds to be used to finance 1998 planned capital
expenditures for service center facilities and revenue equipment.
IMPACT OF THE YEAR 2000
Some of the Company's internally generated software, third party software,
information technology ("IT") systems and non-IT systems were written or
designed using two digits rather than four to define the applicable year. As a
result, that software or system is likely to interpret a date using "00" as the
year 1900 rather than the year 2000. This could possibly cause a system failure
or miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, or engage
in normal business activities.
The Company has completed an assessment of its software to ensure that its
computer systems will function properly with respect to dates in the year 2000
and thereafter. As of this filing date, the Company has successfully completed
modifications to all internally generated software and is currently utilizing
the modified software in production. The total cost to complete this phase of
the year 2000 project was approximately $500,000, almost all of which was
expensed in the first half of 1998. All third party software requiring
modification has been identified and is scheduled to be updated by month-end
August 1998, at minimal cost to the Company.
The Company has also completed modifications to its IT hardware for year 2000
compliance and is currently performing an evaluation of its non-IT systems, such
as telephone switches and security
10
<PAGE>
systems, to identify systems which require modification. The cost of these
modifications or upgrades, if any, is expected to be less than $100,000. This
evaluation and subsequent compliance plan should be finalized by year-end 1998.
The Company is currently considering the cost and benefit of conducting an
evaluation of its major customers and suppliers to determine if they have taken
adequate measures to ensure that necessary modifications are made to their
software and hardware prior to the year 2000. In addition, the Company is
actively assisting customers in achieving year 2000 compliance in their
Electronic Data Interchange applications that are used to communicate with the
Company in their normal course of business. While the Company is not dependent
on any one customer or supplier, failure to make necessary year 2000
modifications by any large groups of customers or suppliers could result in a
material adverse impact on the Company.
In order to avoid problems that could arise in the year 2000, all modifications
to internally generated software were simulated in a year 2000 test environment
and subjected to comprehensive quality standards prior to being placed into
production. Similar IT hardware testing, to the extent possible, has been
performed. The Company does, however, plan to have adequate internal and
external resources available in early 2000 to address any software or hardware
failures that might arise.
The cost of the project and the date on which the Company believes it will
complete the year 2000 modifications are based on management's best estimates,
which were derived utilizing numerous assumptions of future events, including
the continued availability of certain resources and other factors. However,
there can be no guarantee that these estimates will be achieved and actual
results could differ materially from those anticipated. Specific factors that
might cause such material differences include, but are not limited to, the
availability and cost of personnel trained in this area, the ability to locate
and correct all relevant computer code and similar uncertainties.
INFLATION
Most of the Company's expenses are affected by inflation, which will generally
result in increased costs. During the second quarter and for the six months
ended June 30, 1998, the effect of inflation on the Company's results of
operations was minimal.
SEASONALITY
The Company's operations are subject to seasonal trends common in the motor
carrier industry. Operating results in the first and fourth quarters are
normally lower due to reduced shipments during the winter months. Harsh winter
weather can also adversely impact the Company's performance by reducing demand
and increasing operating expenses. The second and third quarters are stronger
due to increased demand for services during the spring and summer months.
ENVIRONMENTAL
The Company is subject to federal, state and local environmental laws and
regulations, particularly relative to underground storage tanks ("UST's"). The
Company believes it is in compliance with applicable environmental laws and
regulations, including those relating to UST's, and does not believe that the
cost of future compliance will have a material adverse effect on the Company's
operations or financial condition.
FORWARD-LOOKING INFORMATION
Forward-looking statements 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
11
<PAGE>
actual events and results to be materially different from those expressed or
implied herein, including, but not limited to, the following: (1) changes in the
Company's goals, strategies and expectations, which are subject to change at any
time at the discretion of the Company; (2) the Company's ability to maintain a
nonunion, qualified work force; (3) the competitive environment with respect to
industry capacity and pricing; (4) the availability and cost of fuel, additional
revenue equipment, service centers and other significant resources; (5) the
impact of regulatory bodies; (6) various economic factors such as insurance
costs, liability claims, interest rate fluctuations, the availability of
qualified drivers or owner-operators, fluctuations in the resale value of
revenue equipment, increases in fuel or energy taxes, economic recessions and
downturns in customers' business cycles and shipping requirements; (7) the
Company's inability to raise capital or borrow funds on satisfactory terms,
which could limit growth and require the Company to operate its revenue
equipment for longer periods of time; and (8) other risks and uncertainties
indicated from time to time in the Company's filings with the Securities and
Exchange Commission.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit No. Description
---------- ------------------------------------------------------
27 Financial Data Schedule
b) Reports on Form 8-K: No reports on Form 8-K were filed during the
quarter ended June 30, 1998.
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.
<TABLE>
<CAPTION>
OLD DOMINION FREIGHT LINE, INC.
<S> <C>
DATE: August 10, 1998 J. WES FRYE
-------------------------- -------------------------------------
J. Wes Frye
Sr. V.P. - Finance and Chief Financial Officer
(Principal Financial Officer)
DATE: August 10, 1998 JOHN P. BOOKER III
----------------------------- ------------------
John P. Booker III
V.P. - Controller (Principal Accounting Officer)
</TABLE>
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-START> JAN-01-1998 APR-01-1998
<PERIOD-END> MAR-31-1998 JUN-30-1998
<CASH> 8,885 5,407
<SECURITIES> 0 0
<RECEIVABLES> 51,819 51,969
<ALLOWANCES> (4,882) (5,112)
<INVENTORY> 0 0
<CURRENT-ASSETS> 68,942 66,599
<PP&E> 222,840 235,145
<DEPRECIATION> (87,563) (91,417)
<TOTAL-ASSETS> 211,159 216,607
<CURRENT-LIABILITIES> 43,577 44,795
<BONDS> 0 0
0 0
0 0
<COMMON> 831 831
<OTHER-SE> 86,583 90,153
<TOTAL-LIABILITY-AND-EQUITY> 211,159 216,607
<SALES> 88,694 95,640
<TOTAL-REVENUES> 88,694 95,640
<CGS> 0 0
<TOTAL-COSTS> 84,605 88,862
<OTHER-EXPENSES> 91 85
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 913 960
<INCOME-PRETAX> 3,085 5,733
<INCOME-TAX> 1,172 2,179
<INCOME-CONTINUING> 1,913 3,554
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,913 3,554
<EPS-PRIMARY> 0.23<F1> 0.43<F1>
<EPS-DILUTED> 0.23 0.43
<FN>
<F1> EPS-BASIC
</FN>
</TABLE>
