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Overnite Corporation Reports Record Revenue and Operating Income

    RICHMOND, Va., Jan. 27 /PRNewswire-FirstCall/ -- Overnite Corporation
(Nasdaq: OVNT) today reported financial results for the quarter and year ended
December 31, 2004.  Results for the quarter and year ended December 31, 2004
and 2003 are shown in accordance with generally accepted accounting principles
(GAAP).  Results for the quarter and year ended December 31, 2003 are also
shown on a pro forma basis (a non-GAAP measure defined below) as if Overnite
Corporation ("Overnite") had become an independent company on January 1, 2003.

    Fourth Quarter
    Operating revenue for the fourth quarter was a record $421.4 million, an
increase of $43.3 million, or 11.4%, from $378.1 million in the fourth quarter
of 2003.
    Net income was $16.6 million in the fourth quarter of 2004, an increase of
60.9% or $6.3 million, as compared to pro forma net income of $10.3 million
for the fourth quarter of 2003.  Net income for the fourth quarter of 2003 was
$3.1 million.  Fourth quarter 2004 diluted earnings per share were $0.59 as
compared with pro forma diluted earnings per share of $0.37 for the fourth
quarter of 2003.
    Operating income for the fourth quarter of 2004 was $28.0 million as
compared to pro forma operating income of $18.8 million in the fourth quarter
of 2003.  Operating income for the fourth quarter of 2003 was $4.9 million.
    Overnite's operating ratio (total operating expenses divided by operating
revenue) was 93.4% for the fourth quarter of 2004, compared to 95.0% on a pro
forma basis for the fourth quarter of 2003.  The operating ratio was 98.7% for
the fourth quarter of 2003.
    "I am very pleased with the earnings growth and shareholder value we
created during Overnite's first full year as a standalone company.  This past
year's achievements have been driven largely by our employees, who have
remained continuously focused on providing value to our customers with their
ready, willing and able attitude," said Leo Suggs, Chairman, Chief Executive
Officer and President of Overnite Corporation.

    Year End
    Operating revenue for the year was $1,647.5 million, an increase of $172.0
million, or 11.7%, from $1,475.5 million in the year of 2003.
    Net income for the year was $63.3 million, an increase of 51.4% or $21.5
million, as compared to pro forma net income of $41.8 million for the year of
2003.  Net income for the year of 2003 was $46.9 million.  Diluted earnings
per share for the year of 2004 were $2.27 as compared with pro forma diluted
earnings per share of $1.50 for the year of 2003.
    Operating income for the year of 2004 was $108.6 million as compared to
pro forma operating income of $75.4 million for the year of 2003.  Operating
income for the year of 2003 was $67.4 million.
    Overnite's operating ratio (total operating expenses divided by operating
revenue) was 93.4% for the year of 2004, compared to 94.9% on a pro forma
basis for the year of 2003.  The operating ratio was 95.4% for the year of
2003.

    Business Outlook
    Despite the unfavorable impact of lower discount rates on pension expense,
Overnite anticipates first quarter 2005 earnings per diluted share to be $0.32
to $0.38, and earnings per diluted share for the full year of 2005 to be $2.60
to $2.70.
    "We were very successful in executing our business plans in 2004 and were
particularly pleased by our ability to improve our overall mix of customers.
We are optimistic about our prospects for 2005 and believe with a strong
economy and a continuation of our improving customer mix in 2005, we shall be
able to build on the momentum of our 2004 results," said Mr. Suggs.

    Investor Conference Call and Web Simulcast
    Overnite will conduct a conference call on January 28, 2005, at 10:30 a.m.
EST to discuss the fourth quarter results of 2004, continuing guidance for
2005 and other developments.  The number to call for this teleconference is
(800) 299-6183 or (617) 801-9713 for international calls.  The passcode will
be 85384500.  Callers should dial in five to 10 minutes in advance of the
conference call.  A replay of the call will be available for 48 hours after
the call has been completed by dialing (888) 286-8010 or (617) 801-6888 for
international callers and entering passcode 11943488.
    The call also will be webcast live via Overnite's Web site at
http://www.ovnt.com and will be archived there for future playback.  The
webcast will also be available via StreetEvents at
http://www.streetevents.com.
    Supplemental financial information is below, including a discussion of the
pro forma financial measures included in this press release and a separate
table that reconciles the Consolidated Condensed Statements of Income for the
quarter and year ended December 31, 2003, to the pro forma amounts.
    Additional information is available at Overnite's Web site:
http://www.ovnt.com.  Overnite's contact for investors is Mike Mahan, (804)
231-8852.  Overnite's media contact is Ira Rosenfeld, (804) 291-5362.
    Overnite Corporation is one of America's leading less-than-truckload
transportation companies.  Its principal operating company, Overnite
Transportation Company, operates in all 50 states, Canada, Puerto Rico, Guam,
the U.S. Virgin Islands and Mexico.  Its other operating company, Motor Cargo,
is a regional less-than-truckload carrier primarily serving the western United
States, Canada and Mexico.  Together, they form one of the largest less-than-
truckload carriers in the United States with over 200 service centers.

    FORWARD-LOOKING AND CAUTIONARY STATEMENTS
    This press release contains "forward-looking statements" within the
meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include information
relating to future events, future financial performance, strategy,
expectations, competitive environment, regulation and availability of
resources.
    Forward-looking statements should not be read as a guarantee of future
performance or results. Forward-looking statements are based on information
available at the time and/or management's good faith belief with respect to
future events, and are subject to risks and uncertainties that could cause
Overnite's actual performance or results to differ materially from those
expressed in the statements. Important factors that could cause such
differences include, but are not limited to: whether Overnite is fully
successful in implementing its financial and operational initiatives; industry
competition, conditions, performance and consolidation; legislative and/or
regulatory developments; the effects of adverse general economic conditions,
both within the
    United States and globally; any adverse economic or operational
repercussions from terrorist activities, any government response thereto and
any future terrorist activities, war or other armed conflicts; changes in fuel
prices; changes in labor costs; labor stoppages; the outcome of claims and
litigation; natural events such as severe weather, floods and earthquakes; and
other factors detailed from time to time in the reports that Overnite files
with the Securities and Exchange Commission.
    Overnite assumes no obligation to update forward-looking statements to
reflect actual results, changes in assumptions or changes in other factors
affecting forward-looking information except to the extent required by
applicable securities laws.



                              OVERNITE CORPORATION
             CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)
                             (Thousands of Dollars)

                                              For the three months
                                               Ended December 31,
                                                                   Pro forma
                                         2004           2003          2003
    Operating Revenue                  $421,356       $378,073      $378,073
    Operating Expenses:
        Salaries, wages and
         employee benefits              237,366        236,595       221,902
        Supplies and expenses            44,561         33,354        33,354
        Operating taxes                  12,930         13,039        13,039
        Claims and insurance             11,814         10,247        10,521
        Rents and purchased
         transportation                  47,362         44,554        44,554
        Communication and
         utilities                        5,454          5,034         5,034
        Depreciation                     14,323         14,382        14,496
        Other                            19,529         15,939        16,404
          Total operating expenses      393,339        373,144       359,304

    Operating Income                     28,017          4,929        18,769
    Other Income and Expense:
        Interest income from
         Union Pacific Corporation            -          1,389             -
        Interest expense                  1,363          1,045         1,600
        Other income                        586            179           179
    Income before Income Taxes           27,240          5,452        17,348
        Income tax expense               10,688          2,342         7,061
    Net Income                          $16,552         $3,110       $10,287

    Net income per share - basic          $0.59          $0.11         $0.37
    Net income per share -
     diluted                              $0.59          $0.11         $0.37
    Number of shares - basic         27,861,221     27,661,533    27,861,221
    Number of shares - diluted       28,120,311     27,690,775    28,120,311

    Operating Ratio                       93.4%          98.7%         95.0%

    Operating Statistics                                          % Change
        Gross Weight hauled
         (millions of pounds):
        LTL(1)                          2,232.9        2,171.8          2.8%
        Truckload(1)                      463.9          381.8          21.6
            Total                       2,696.8        2,553.6          5.6%
        Shipments (000's)
        LTL(1)                          2,293.1        2,382.8        (3.8)%
        Truckload(1)                       32.0           26.9          19.0
        Dedicated truckload                22.9           19.5          17.4
            Total                       2,347.9        2,429.3        (3.4)%

        LTL weight per LTL
         shipment (pounds)(1)             973.7          911.5          6.8%
        Length of Haul (miles)            779.3          796.5          (2.2)
        LTL revenue including
         fuel surcharge                $365,735       $336,026           8.8
        TL revenue including fuel
         surcharge                      $30,120        $23,358          28.9
        LTL revenue per CWT
         (including fuel
         surcharge)(1)                   $16.38         $15.47           5.9
        LTL revenue per CWT
         (excluding fuel
         surcharge)(1)                   $15.09         $15.00           0.6
        TL revenue per CWT
         (including fuel
         surcharge)(1)                    $6.49          $6.12           6.0
        TL revenue per CWT
         (excluding fuel
         surcharge)(1)                    $5.85          $5.93          (1.3)

    (1) Effective January 1, 2004 less than truckload (LTL) weight, shipments,
LTL weight per LTL shipment and LTL revenue per CWT include all shipments with
weight under 10,000 pounds.  Truckload (TL) weight and shipments include
shipments with weight of 10,000 pounds or more.  Previously, LTL and TL
shipments and weight were determined by weight as well as the size of the
shipment.
        Weight, shipments, LTL weight per LTL shipment and LTL revenue per CWT
for the fourth quarter of 2003 have been calculated on a consistent basis with
the definition described above which became effective January 1, 2004.



                              OVERNITE CORPORATION
             CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)
                             (Thousands of Dollars)

                                                  For the year
                                               Ended December 31,

                                                                   Pro forma
                                        2004           2003          2003
    Operating Revenue
                                     $1,647,461     $1,475,463    $1,475,463
    Operating Expenses:
        Salaries, wages and
         employee benefits              947,592        884,053       870,804
        Supplies and expenses           155,637        124,887       124,887
        Operating taxes                  55,569         52,738        52,738
        Claims and insurance             50,765         54,706        56,778
        Rents and purchased
         transportation                 177,557        157,513       157,513
        Communication and
         utilities                       20,772         20,937        20,937
        Depreciation                     58,522         57,169        57,589
        Other                            72,418         56,108        58,806
        Total operating expenses      1,538,832      1,408,111     1,400,052

    Operating Income                    108,629         67,352        75,411
    Other Income and Expense:
        Interest income from
         Union Pacific Corporation            -         12,411             -
        Interest expense                  5,352          2,077         6,135
        Other income                        723            467           467
    Income before Income Taxes          104,000         78,153        69,743
        Income tax expense               40,672         31,294        27,926
    Net Income                          $63,328        $46,859       $41,817

    Net income per share - basic          $2.28          $1.70         $1.50
    Net income per share -
     diluted                              $2.27          $1.70         $1.50
    Number of shares - basic         27,788,557     27,540,715    27,788,557
    Number of shares - diluted       27,959,310     27,548,086    27,959,310

    Operating Ratio                       93.4%          95.4%         94.9%

    Operating Statistics                                          % Change
        Gross Weight hauled
         (millions of pounds):
        LTL(1)                          9,182.3        8,501.3          8.0%
        Truckload(1)                    1,846.3        1,511.4          22.2
            Total                      11,028.6       10,012.7         10.1%
        Shipments (000's)
        LTL(1)                          9,596.1        9,555.1          0.4%
        Truckload(1)                      128.6          106.6          20.6
        Dedicated truckload                86.5           78.4          10.3
            Total                       9,811.2        9,740.1          0.7%

        LTL weight per LTL
         shipment (pounds)(1)             956.8          889.8          7.5%
        Length of Haul (miles)            771.4          784.2          (1.6)
        LTL revenue including
         fuel surcharge              $1,445,515     $1,315,134           9.9
        TL revenue including fuel
         surcharge                     $111,913        $90,352          23.9
        LTL revenue per CWT
         (including fuel
         surcharge)(1)                   $15.74         $15.47           1.7
        LTL revenue per CWT
         (excluding fuel
         surcharge)(1)                   $14.83         $14.98          (1.0)
        TL revenue per CWT
         (including fuel
         surcharge)(1)                    $6.06          $5.98           1.3
        TL revenue per CWT
         (excluding fuel
         surcharge)(1)                    $5.63          $5.79          (2.8)

    (1) Effective January 1, 2004 less than truckload (LTL) weight, shipments,
LTL weight per LTL shipment and LTL revenue per CWT include all shipments with
weight under 10,000 pounds.  Truckload (TL) weight and shipments include
shipments with weight of 10,000 pounds or more.  Previously, LTL and TL
shipments and weight were determined by weight as well as the size of the
shipment.
        Weight, shipments, LTL weight per LTL shipment and LTL revenue per CWT
for the year of 2003 have been calculated on a consistent basis with the
definition described above which became effective January 1, 2004.



                               OVERNITE CORPORATION
             CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL POSITION
                                   (Unaudited)

                                                    (Thousands of Dollars)
                                                             As of
                                                   December 31,   December 31,
            Assets                                     2004           2003
    Current Assets
        Cash and cash equivalents                     $20,774        $11,068
        Accounts receivable                           171,804        152,285
        Other current assets                           59,624         34,905
    Total current assets                              252,202        198,258
    Net properties                                    522,548        499,446
    Total other assets                                112,650        133,026
        Total assets                                 $887,400       $830,730

    Liabilities and Common Shareholders'
     Equity
    Current liabilities                              $200,121       $201,846
    Non-current liabilities:
        Long term debt                                 95,625        115,500
        Other non-current liabilities                 175,118        132,316
          Total non-current liabilities               270,743        247,816
    Common shareholders' equity                       416,536        381,068
            Total liabilities and common
             shareholders' equity                     $887,400      $830,730



                              OVERNITE CORPORATION
           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

                                                     (Thousands of Dollars)
                                                                  Year Ended
                                                    Year Ended    December 31,
                                                    December 31,     2003 (a)
                                                        2004
    Cash provided by operating activities:
        Net income                                     $63,328       $46,859
        Depreciation                                    58,522        57,169
        Change in current assets and
         liabilities                                   (45,668)       12,629
        Other                                           49,783         3,921
        Cash provided by operating
         activities                                    125,965       120,578

    Cash used in investing activities:
        Capital investment, net of sales
         proceeds                                      (81,887)      (56,900)
        Cash used in investing activities              (81,887)      (56,900)

    Cash provided by (used in) financing
     activities:
        Repayment of debt                              (33,375)            -
        Dividends paid to shareholders                  (4,488)            -
        Proceeds from debt, net of
         deferred finance costs paid                         -       123,254
        Dividends and advances paid to
         Union Pacific Corporation, net                      -      (174,882)
        Cash overdraft                                   3,491        (3,068)
        Cash provided by (used in)
         financing activities                          (34,372)      (54,696)

    Net change in cash:                                  9,706         8,982
        Cash at beginning of period                     11,068         2,086
        Cash at end of period                          $20,774       $11,068


    (a) The Consolidated Condensed Statement of Cash Flows for the period
ended December 31, 2003 is not adjusted for the pro forma effects as if the
Company were an independent entity.  As a result, net income for the period
does not include stand-alone operating expenses or interest expense.
Furthermore, 2003 results include intercompany interest income which is no
longer earned.

    Pro forma Results
    Overnite became a stand-alone company on November 5, 2003, as a result of
a divestiture by Union Pacific Corporation (UPC). Pro forma results have been
provided to present results as if Overnite were an independent, stand-alone
public entity for the fourth quarter and year of 2003.
    These pro forma financial measures are alternatives to measures determined
in accordance with GAAP. They should not be considered in isolation or as an
alternative to measures determined in accordance with GAAP.  Set forth below
is a reconciliation of these non-GAAP financial measures to the most directly
comparable financial measures calculated and reported in accordance with GAAP.
    Management believes these non-GAAP financial measures are more reflective
of continuing operations as they present investors with information about the
impact of the divestiture from UPC and the related initial public offering on
the Corporation's operations and, in doing so, improve transparency to
investors and enhance period-to-period comparability of operations and
financial performance.
    Pro forma operating income for the fourth quarter and year of 2003
includes stand-alone operating expenses equivalent to the fourth quarter and
year of 2004, as shown below, and is calculated as if the divestiture had
occurred on January 1, 2003.
    Pro forma net income for the fourth quarter and year of 2003 excludes the
after-tax effects of $1.4 million and $12.4 million, respectively, of
intercompany interest income received from UPC. Pro forma net income also
includes the after-tax effects of incremental stand-alone operating expenses
and includes the after-tax effects of interest expense as if the divestiture
had occurred on January 1, 2003. The tables below shows the calculation of pro
forma net income for the quarter and year ended December 31, 2003.



                               OVERNITE CORPORATION
               PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF INCOME
                                   (Unaudited)
                              (Thousands of Dollars)

                                           For the three months ended
                                                December 31, 2003
                                                   Pro Forma
                                       Actual     Adjustments(a)    Pro Forma
    Operating Revenue                 $378,073      $    -          $378,073
    Operating Expenses:
        Salaries, wages and
         employee benefits             236,595     (14,693)(b)       221,902
        Supplies and expenses           33,354                        33,354
        Operating taxes                 13,039                        13,039
        Claims and insurance            10,247         274(c)         10,521
        Rents and purchased
         transportation                 44,554                        44,554
        Communication and
         utilities                       5,034                         5,034
        Depreciation                    14,382         114(d)         14,496
        Other                           15,939         465(e)         16,404
          Total operating expenses     373,144     (13,840)          359,304

    Operating Income                     4,929      13,840            18,769
    Other Income and Expense:
        Interest income from Union
         Pacific Corporation             1,389      (1,389)(f)             -
        Interest expense                 1,045         555 (g)         1,600
        Other income                       179                           179
    Income before Income Taxes           5,452      11,896            17,348
        Income tax expense               2,342       4,719             7,061
    Net Income                          $3,110      $7,177           $10,287

    Operating Ratio                      98.7%                         95.0%

    Net income per share:
        Basic                            $0.11                        $0.37(h)
        Diluted                          $0.11                        $0.37(h)

    Weighted average number of
     shares outstanding(h):
        Basic                       27,661,533                    27,861,221
        Diluted                     27,690,775                    28,120,311

    Notes:
    (a)  Overnite Corporation became a stand-alone company on November 5,
         2003.  Pro forma adjustments are included and calculated to provide
         information as if Overnite Corporation had been a stand-alone company
         for the entire three months of the fourth quarter of 2003.
    (b)  Adjustment reflects incremental salaries, wages and benefits less
         accelerated vesting of Union Pacific Corporation benefits related to
         the divestiture of Union Pacific Corporation.
    (c)  Adjustment to reflect incremental costs for directors and officers
         and various other insurance coverages.
    (d)  Adjustment to reflect incremental depreciation.
    (e)  Adjustment to reflect incremental legal fees and other professional
         fees.
    (f)  Intercompany interest from Union Pacific Corporation was earned on a
         monthly basis in periods prior to November 5, 2003.  This
         intercompany interest is no longer earned and will not be earned in
         future periods.
    (g)  Adjustment to reflect interest expense related to debt incurred as
         part of the divestiture of Union Pacific Corporation.
    (h)  The pro forma earnings per share calculations above have been
         presented assuming all basic and diluted shares were outstanding as
         of January 1, 2003.



                              OVERNITE CORPORATION
              PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF INCOME
                                   (Unaudited)
                             (Thousands of Dollars)

                                                 For the year ended
                                                 December 31, 2003
                                                     Pro Forma
                                                    Adjustments
                                          Actual        (a)        Pro Forma


    Operating Revenue                   $1,475,463      $    -     $1,475,463
    Operating Expenses:
        Salaries, wages and employee
         benefits                          884,053     (13,249)(b)    870,804
        Supplies and expenses              124,887                    124,887
        Operating taxes                     52,738                     52,738
        Claims and insurance                54,706       2,072(c)      56,778
        Rents and purchased
         transportation                    157,513                    157,513
        Communication and utilities         20,937                     20,937
        Depreciation                        57,169         420(d)      57,589
        Other                               56,108       2,698(e)      58,806
          Total operating expenses       1,408,111      (8,059)     1,400,052

    Operating Income                        67,352       8,059         75,411
    Other Income and Expense:
        Interest income from Union
         Pacific Corporation                12,411     (12,411)(f)          -
        Interest expense                     2,077       4,058(g)       6,135
        Other income                           467                        467
    Income before Income Taxes              78,153      (8,410)        69,743
        Income tax expense                  31,294      (3,368)        27,926
    Net Income                             $46,859     $(5,042)       $41,817

    Operating Ratio                          95.4%                      94.9%

    Net income per share:
        Basic                                $1.70                    $1.50(h)
        Diluted                              $1.70                    $1.50(h)

    Weighted average number of
     shares outstanding(h):
        Basic                           27,540,715                 27,788,557
        Diluted                         27,548,086                 27,959,310

    Notes:
    (a)  Overnite Corporation became a stand-alone company on November 5,
         2003.  Pro forma adjustments are included and calculated to provide
         information as if Overnite Corporation had been a stand-alone company
         for the entire year of 2003.
    (b)  Adjustment reflects incremental salaries, wages and benefits less
         accelerated vesting of Union Pacific Corporation benefits related to
         the divestiture of Union Pacific Corporation.
    (c)  Adjustment to reflect incremental costs for directors and officers
         and various other insurance coverages.
    (d)  Adjustment to reflect incremental depreciation.
    (e)  Adjustment to reflect incremental legal fees and other professional
         fees.
    (f)  Intercompany interest from Union Pacific Corporation was earned on a
         monthly basis in periods prior to November 5, 2003.  This
         intercompany interest is no longer earned and will not be earned in
         future periods.
    (g)  Adjustment to reflect interest expense related to debt incurred as
         part of the divestiture of Union Pacific Corporation.
    (h)  The pro forma earnings per share calculations above have been
         presented assuming all basic and diluted shares were outstanding as
         of January 1, 2003.


SOURCE Overnite Corporation




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    CONTACT:
    Ira Rosenfeld, Director, of Overnite
    Corporation Corporate Communications, +1-804-291-5362, or
    Irosenfeld@overnite.com