Exhibit 99.1
OVERNITE CORPORATION REPORTS RECORD REVENUE AND EARNINGS PER SHARE
RICHMOND, VA, July 20, 2005 –Overnite Corporation (NASDAQ: OVNT) today reported financial results for the quarter ended June 30, 2005.
Second Quarter
Operating revenue for the second quarter was $470.6 million, an increase of $52.1 million, or 12.4%, from $418.5 million in the second quarter of 2004.
Net income was $23.1 million in the second quarter of 2005, an increase of $6.3 million, or 37.4%, as compared to net income of $16.8 million for the second quarter of 2004. Second quarter 2005 diluted earnings per share were $0.82 as compared with diluted earnings per share of $0.60 for the second quarter of 2004, an increase of 36.7%.
Operating income for the second quarter of 2005 was $39.3 million as compared to operating income of $29.2 million in the second quarter of 2004, an increase of $10.1 million, or 34.4%.
Overnite’s operating ratio (total operating expenses divided by operating revenue) was 91.7% for the second quarter of 2005, compared to 93.0% for the second quarter of 2004.
Second quarter revenue growth reflects a 5.4% increase in tons per day coupled with a 3.9% increase in revenue per shipment, excluding fuel surcharges.
“The efforts of our employees and their focus on service and quality enabled us to have another record setting quarter. This improvement over second quarter 2004 is a significant achievement given we were overlapping last year’s very strong growth. With the continued enhancements in our customer mix, we were able to achieve record top line growth,” said Leo Suggs, Chairman, Chief Executive Officer and President of Overnite Corporation.
Six Months
Operating revenue for the first six months of 2005 was $888.5 million, an increase of $91.4 million, or 11.5%, from $797.1 million in the first six months of 2004.
Net income was $34.5 million in the first six months of 2005, an increase of $10.2 million, or 41.7%, as compared to net income of $24.3 million for the first six months of 2004. Diluted earnings per share in the first six months of 2005 were $1.22 as compared with diluted earnings per share of $0.87 for the first six months of 2004, an increase of 40.2%.
Operating income for the first six months of 2005 was $59.6 million, as compared to operating income of $43.2 million in the first six months of 2004.
Overnite’s operating ratio (total operating expenses divided by operating revenue) was 93.3% for the first six months of 2005, compared to 94.6% for the first six months of 2004.
Revenue growth in the first six months of 2005 reflects a 4.9% increase in tons per day coupled with a 4.2% increase in revenue per shipment, excluding fuel surcharges.
On May 16, Overnite and United Parcel Service, Inc. (NYSE: UPS) jointly announced a definitive agreement for UPS to acquire Overnite Corporation for $43.25 per share, or approximately $1.25 billion in cash. The Board of Directors of Overnite
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Corporation has set August 4, 2005 as the date of the special meeting of Overnite shareholders to vote on a proposal to approve and adopt the agreement of merger. If Overnite shareholders approve and adopt the agreement of merger at the special meeting, the merger will close promptly thereafter.
“We close out this chapter of Overnite’s history as a public company with strong momentum,” said Leo Suggs. “We look forward to the next chapter as part of the UPS organization and the opportunities it will provide to increase the scope of services that we can offer to our customers.”
Additional information is available at Overnite’s Web site: 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 shareholders approve and adopt the agreement of merger with UPS; whether Overnite and UPS are able to complete the merger; effects of the announcement and pendency of the merger on Overnite’s business; 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 (“SEC”).
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.
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OVERNITE CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)
(Thousands of Dollars)
| | | | | | | | |
| | | For the three months Ended June 30,
| |
| | | 2005
| | | 2004
| |
Operating Revenue | | $ | 470,582 | | | $ | 418,528 | |
Operating Expenses: | | | | | | | | |
Salaries, wages and employee benefits | | | 260,795 | | | | 239,924 | |
Supplies and expenses | | | 51,118 | | | | 37,443 | |
Operating taxes | | | 15,402 | | | | 14,169 | |
Claims and insurance | | | 15,191 | | | | 14,969 | |
Rents and purchased transportation | | | 50,006 | | | | 45,208 | |
Communication and utilities | | | 5,195 | | | | 4,909 | |
Depreciation | | | 14,594 | | | | 14,874 | |
Other | | | 19,009 | | | | 17,814 | |
| | |
|
|
| |
|
|
|
Total operating expenses | | | 431,310 | | | | 389,310 | |
| | |
|
|
| |
|
|
|
Operating Income | | | 39,272 | | | | 29,218 | |
Other Income and Expense: | | | | | | | | |
Interest expense | | | 1,208 | | | | 1,290 | |
Other income | | | 388 | | | | 91 | |
| | |
|
|
| |
|
|
|
Income before Income Taxes | | | 38,452 | | | | 28,019 | |
Income tax expense | | | 15,345 | | | | 11,207 | |
| | |
|
|
| |
|
|
|
Net Income | | $ | 23,107 | | | $ | 16,812 | |
| | |
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|
| |
|
|
|
Net income per share – basic | | $ | 0.83 | | | $ | 0.61 | |
Net income per share – diluted | | $ | 0.82 | | | $ | 0.60 | |
Number of shares – basic | | | 27,941,130 | | | | 27,764,103 | |
Number of shares – diluted | | | 28,276,914 | | | | 27,904,104 | |
Operating Ratio | | | 91.7 | % | | | 93.0 | % |
Number of workdays | | | 64 | | | | 64 | |
| | | | | | | | | | | | |
| | | | | | | Actual
| | | Work
Day
Adjusted
| |
Operating Statistics
| | | | | | % Change
| |
Gross Weight hauled (millions of pounds): | | | | | | | | | | | | |
LTL | | | 2,485.6 | | | 2,385.3 | | 4.2 | % | | 4.2 | % |
Truckload | | | 543.7 | | | 487.7 | | 11.5 | | | 11.5 | |
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|
| |
|
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Total | | | 3,029.3 | | | 2,873.0 | | 5.4 | % | | 5.4 | % |
| | |
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|
Shipments (000’s) | | | | | | | | | | | | |
LTL | | | 2,561.5 | | | 2,502.1 | | 2.4 | % | | 2.4 | % |
Truckload | | | 37.0 | | | 34.0 | | 8.8 | | | 8.8 | |
Dedicated truckload | | | 27.0 | | | 20.8 | | 29.8 | | | 29.8 | |
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Total | | | 2,625.5 | | | 2,556.9 | | 2.7 | % | | 2.7 | % |
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LTL weight per LTL shipment (pounds) | | | 970.4 | | | 953.3 | | 1.8 | % | | | |
Length of Haul (miles) | | | 777 | | | 764 | | 1.7 | | | | |
LTL revenue including fuel surcharge | | $ | 408,714 | | $ | 368,608 | | 10.9 | | | | |
TL revenue including fuel surcharge | | $ | 32,629 | | $ | 28,950 | | 12.7 | | | | |
LTL revenue per CWT (including fuel surcharge) | | $ | 16.44 | | $ | 15.45 | | 6.4 | | | | |
LTL revenue per CWT (excluding fuel surcharge) | | $ | 14.99 | | $ | 14.67 | | 2.2 | | | | |
TL revenue per CWT (including fuel surcharge) | | $ | 6.00 | | $ | 5.94 | | 1.0 | | | | |
TL revenue per CWT (excluding fuel surcharge) | | $ | 5.31 | | $ | 5.54 | | (4.2 | ) | | | |
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OVERNITE CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)
(Thousands of Dollars)
| | | | | | | | |
| | | For the six months Ended June 30,
| |
| | | 2005
| | | 2004
| |
Operating Revenue | | $ | 888,537 | | | $ | 797,059 | |
Operating Expenses: | | | | | | | | |
Salaries, wages and employee benefits | | | 506,179 | | | | 467,243 | |
Supplies and expenses | | | 95,563 | | | | 69,993 | |
Operating taxes | | | 30,406 | | | | 28,178 | |
Claims and insurance | | | 27,352 | | | | 27,069 | |
Rents and purchased transportation | | | 93,071 | | | | 86,369 | |
Communication and utilities | | | 10,809 | | | | 10,444 | |
Depreciation | | | 29,102 | | | | 29,932 | |
Other | | | 36,439 | | | | 34,635 | |
| | |
|
|
| |
|
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Total operating expenses | | | 828,921 | | | | 753,863 | |
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|
| |
|
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|
Operating Income | | | 59,616 | | | | 43,196 | |
Other Income and Expense: | | | | | | | | |
Interest expense | | | 2,559 | | | | 2,636 | |
Other income | | | 462 | | | | 130 | |
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|
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|
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|
Income before Income Taxes | | | 57,519 | | | | 40,690 | |
Income tax expense | | | 23,013 | | | | 16,344 | |
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Net Income | | $ | 34,506 | | | $ | 24,346 | |
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Net income per share – basic | | $ | 1.23 | | | $ | 0.88 | |
Net income per share – diluted | | $ | 1.22 | | | $ | 0.87 | |
Number of shares – basic | | | 27,940,911 | | | | 27,763,024 | |
Number of shares – diluted | | | 28,246,525 | | | | 27,870,300 | |
Operating Ratio | | | 93.3 | % | | | 94.6 | % |
Number of workdays | | | 127 | | | | 128 | |
| | | | | | | | | | | | |
| | | | | | | Actual
| | | Work
Day
Adjusted
| |
Operating Statistics
| | | | | | % Change
| |
Gross Weight hauled (millions of pounds): | | | | | | | | | | | | |
LTL | | | 4,737.4 | | | 4,590.0 | | 3.2 | % | | 4.0 | % |
Truckload | | | 1,006.8 | | | 926.6 | | 8.7 | | | 9.5 | |
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Total | | | 5,744.2 | | | 5,516.6 | | 4.1 | % | | 4.9 | % |
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Shipments (000’s) | | | | | | | | | | | | |
LTL | | | 4,905.8 | | | 4,838.1 | | 1.4 | % | | 2.2 | % |
Truckload | | | 69.1 | | | 64.5 | | 7.1 | | | 8.0 | |
Dedicated truckload | | | 51.7 | | | 41.0 | | 26.1 | | | 27.1 | |
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Total | | | 5,026.6 | | | 4,943.6 | | 1.7 | % | | 2.5 | % |
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LTL weight per LTL shipment (pounds) | | | 965.7 | | | 948.7 | | 1.8 | % | | | |
Length of Haul (miles) | | | 776 | | | 769 | | 0.9 | | | | |
LTL revenue including fuel surcharge | | $ | 771,052 | | $ | 702,657 | | 9.7 | | | | |
TL revenue including fuel surcharge | | $ | 61,478 | | $ | 53,309 | | 15.3 | | | | |
LTL revenue per CWT (including fuel surcharge) | | $ | 16.28 | | $ | 15.31 | | 6.3 | | | | |
LTL revenue per CWT (excluding fuel surcharge) | | $ | 14.93 | | $ | 14.60 | | 2.3 | | | | |
TL revenue per CWT (including fuel surcharge) | | $ | 6.11 | | $ | 5.75 | | 6.3 | | | | |
TL revenue per CWT (excluding fuel surcharge) | | $ | 5.45 | | $ | 5.44 | | 0.2 | | | | |
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OVERNITE CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL POSITION
(Unaudited)
| | | | | | |
| | | (Thousands of Dollars) As of
|
Assets
| | June 30, 2005
| | December 31, 2004
|
Current Assets | | | | | | |
Cash and cash equivalents | | $ | 29,971 | | $ | 20,774 |
Accounts receivable | | | 205,109 | | | 171,804 |
Other current assets | | | 49,760 | | | 59,624 |
| | |
|
| |
|
|
Total current assets | | | 284,840 | | | 252,202 |
Net properties | | | 520,780 | | | 522,548 |
Total other assets | | | 100,901 | | | 112,650 |
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| |
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Total assets | | $ | 906,521 | | $ | 887,400 |
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Liabilities and Common Shareholders’ Equity | | | | | | |
Current liabilities | | $ | 221,949 | | $ | 200,121 |
Non-current liabilities: | | | | | | |
Long term debt | | | 75,625 | | | 95,625 |
Other non-current liabilities | | | 155,957 | | | 175,118 |
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|
| |
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|
Total non-current liabilities | | | 231,582 | | | 270,743 |
Common shareholders’ equity | | | 452,990 | | | 416,536 |
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Total liabilities and common shareholders’ equity | | $ | 906,521 | | $ | 887,400 |
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OVERNITE CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
| | | | | | | | |
| | | (Thousands of Dollars)
| |
| | | Six Months
Ended June 30, 2005
| | | Six Months
Ended June 30, 2004
| |
Cash provided by operating activities: | | | | | | | | |
Net income | | $ | 34,506 | | | $ | 24,346 | |
Depreciation | | | 29,102 | | | | 29,932 | |
Change in current assets and liabilities | | | 2,412 | | | | (12,141 | ) |
Other | | | (3,823 | ) | | | 7,908 | |
| | |
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| |
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Cash provided by operating activities | | | 62,197 | | | | 50,045 | |
| | |
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Cash used in investing activities: | | | | | | | | |
Capital investment, net of sales proceeds | | | (27,249 | ) | | | (14,818 | ) |
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Cash used in investing activities | | | (27,249 | ) | | | (14,818 | ) |
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Cash provided by (used in) financing activities: | | | | | | | | |
Repayment of debt | | | (20,000 | ) | | | (7,250 | ) |
Cash overdrafts | | | (3,491 | ) | | | — | |
Dividends paid to shareholders | | | (2,260 | ) | | | (2,240 | ) |
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Cash provided by (used in) financing activities | | | (25,751 | ) | | | (9,490 | ) |
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Net change in cash: | | | 9,197 | | | | 25,737 | |
Cash at beginning of period | | | 20,774 | | | | 11,068 | |
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Cash at end of period | | $ | 29,971 | | | $ | 36,805 | |
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Additional Information about the Merger
In connection with the merger, Overnite has filed with the SEC a definitive proxy statement. In addition, UPS and Overnite will file other relevant documents concerning the merger with the SEC. We urge you to read the definitive proxy statement and any other relevant documents when they become available because they will contain important information about UPS, Overnite and the merger. You will be able to obtain the documents free of charge at the SEC’s Website, http://www.sec.gov. Documents filed by UPS with the SEC can be obtained by contacting UPS at the following address and telephone number: 55 Glenlake Pkwy. NE, Atlanta, GA 30328, 404-828-6000. Documents filed by Overnite with the SEC can be obtained by contacting Overnite at the following address and telephone number: 1000 Semmes Ave., Richmond, VA 23224, 804-231-8852. We urge you to read the definitive proxy statement and any other relevant documents when they become available carefully before making a decision concerning the merger.
Overnite and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Overnite in connection with the merger. Information about the directors and executive officers of Overnite and their ownership of Overnite common stock is set forth in Overnite’s definitive proxy statement as filed with the SEC.
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