SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: January 29, 2004
(Date of earliest event reported)
USF CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-19791 36-3790696
(State or other jurisdiction of
incorporation or organization) (Commission File No.) (IRS Employer
Identification Number)
8550 West Bryn Mawr Avenue, Suite 700, Chicago, Illinois 60631
(Address of principal executive offices) (Zip Code)
(773) 824-1000
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following is furnished under Item 12 of Form 8-K as an exhibit to
this Current Report.
(c) Exhibits:
Exhibit Number Description
99 News Release, dated January 29, 2004.
Exhibits (furnished pursuant to Item 12)
Item 12. Disclosure of Results of Operations and Financial Condition
On January 29, 2004, USF Corporation ("the Company") reported its
results for the Fourth Quarter of 2003 ending December 31, 2003. The
Company issued a press release, the text of which is set forth in
Exhibit 99 hereto. This information is being furnished pursuant to
Item 12 "Disclosure of Results of Operations and Financial Condition".
This information shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934 (the "Exchange Act") or
otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities
Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this Current Report to be signed on its behalf by
the undersigned hereunto duly authorized.
USF CORPORATION
By: /s/ Christopher L. Ellis
--------------------------
Christopher L. Ellis
Senior Vice President, Finance
& Chief Financial Officer
Date: January 29, 2004
FOR IMMEDIATE RELEASE
USF CORPORATION REPORTS FOURTH QUARTER, FULL YEAR 2003 RESULTS
(CHICAGO - January 29, 2004) USF Corporation (NASDAQ: USFC) today reported
income from continuing operations of $18.7 million for the fourth quarter ended
December 31, 2003, compared to $13.6 million reported for the fourth quarter
ended December 31, 2002. Diluted earnings per share from continuing operations
were 68 cents compared to 50 cents in last year's fourth quarter. Revenue for
the fourth quarter was $546.6 million, compared to $580.7 million reported for
the fourth quarter of 2002. There were 59 working days in the fourth quarter of
2003 compared to 63 working days in the fourth quarter of 2002. Revenue per
working day increased 0.5% from last year's quarter. Included in the fourth
quarter 2003 income from continuing operations is a $10 million pre-tax, $6.1
million after-tax, gain from the sale of the USF Red Star, Newark, New Jersey
terminal. Also included in the fourth quarter 2003 income from continuing
operations is a $1.0 million, pre-tax, $.6 million after tax, charge for
restructuring at USF Logistics and USF's IT group.
For the total year, the Company recorded revenue from continuing operations of
$2.29 billion compared to $2.25 billion for 2002. Income from continuing
operations was $44 million for 2003, or $1.61 diluted earnings per share,
compared to last year's income of $33 million equivalent to $1.22 diluted
earnings per share.
Commenting on the results, Richard P. DiStasio, President and Chief Executive
Officer of USF Corporation stated, "Our fourth-quarter results were encouraging.
We continue to improve the strategic position of our business through investment
in new products, people, and improved operating efficiencies. However, USF must
continue to change as we increasingly focus on growth and on the implementation
of our long-term strategies. In 2004 we intend to continue to strengthen our
operations, improve our cost structure and raise awareness of our brand. I am
proud of what our employees have been able to accomplish in 2003 and because of
their determination and effort, we remain confident regarding USF's prospects
for top-line growth in 2004."
CAPITAL EXPENDITURES
Capital expenditures for the quarter were approximately $17 million: $5 million
for revenue equipment, $2 million for terminal facilities, $7 million for
Information Technology and $3 million in other areas. Last year's fourth quarter
capital expenditures were $52 million: $38 million for revenue equipment, $6
million for terminals, $7 million for Information Technology, and $1 million in
other areas. Total year capital expenditures were $116 million.
FINANCIAL STRENGTH
USF ended 2003 with a strong balance sheet and approximately $122 million in
cash. The Company is well positioned to take advantage of strategic growth
opportunities.
ADDITIONAL QUARTERLY NEWS
o USF closed its joint venture agreement with the shareholders of Autolineas
Mexicanas SA de CV (Almex), enabling the launch of a comprehensive
portfolio of intra-Mexico and international transportation and logistics
services under the USF MexicoSM brand. USF MexicoSM service is now
available for intra-Mexico supply chain solutions and international service
- cross-border LTL, both northbound and southbound. Subsequent first
quarter 2004 launches will include truckload services, assembly &
distribution services and consolidation & deconsolidation services.
o USF launched an improved public Web site designed to deliver immediate and
tangible benefits to the Company and its customers. The most popular
features of the previous edition of the Web site were retained and given
upgrades. The site also boasts a number of technical improvements designed
to provide the framework for fast deployment of even more
customer-requested features currently under development.
o USF has been named by Forbes magazine as one of its Platinum 400 companies.
To create the list of the best big companies in America, Forbes Magazine
looked across 26 industries and found big companies with the best aggregate
scores for both long- and short-term financial returns, plus other
performance and valuation measures. Forbes selects the Platinum 400 from a
list of over 1,000 U.S. and overseas companies with at least $1 billion in
annual sales.
OPERATING STATISTICS
Copies of the Company's Operating Statistics are available on the USF home page
at www.usfc.com under the heading, "USF In the News". After a period of time,
these will be archived at http://ir.usfc.com/.
CONFERENCE CALL
A conference call will be held at 10:30 am CST on Friday, January 30th to
discuss the results. Those wishing to participate should dial 1-888-245-7013.
Callers should dial in 5 to 10 minutes prior to the start of the call. A
telephone replay will also be available. To use the dial-in access, call
1-877-519-4471, PIN number 4426737 after 1:30 pm CST. The telephone replay will
be available for seven days. After that time a transcript of the call will be
available at http://ir.usfc.com.
A live broadcast of the conference call will be available through the Company's
Web site at www.usfc.com and also www.streetevents.com. To listen to the call,
please go to one of the Web sites at least fifteen minutes early to download and
install any necessary software. For those who cannot listen to the live
broadcast, a replay will be available shortly after the call at both Web sites.
The conference call is the sole property of USF and any rebroadcast or
transcription of the event without prior written consent of the Company is
prohibited. The Company assumes no responsibility to update any information
posted on its Web site.
USF Corporation, a $2.29 billion leader in the transportation industry,
specializes in delivering comprehensive supply chain management solutions,
including high-value next-day, regional and national LTL transportation, forward
and reverse logistics, and premium regional and national truckload
transportation. The Company serves the North American market, including the
United States, Canada and Mexico, as well as the U.S. territories of Puerto Rico
and Guam. The USF operating companies interact as a single system to provide
services and flexibility to match the needs of their customers. USF Corporation
is headquartered in Chicago, Illinois. For more information, visit www.usfc.com.
FORWARD-LOOKING STATEMENTS
This release contains forward-looking statements that are subject to certain
risks and uncertainties that could cause actual results to differ materially.
These risks and uncertainties are detailed from time to time in reports filed by
the Company with the SEC including forms 8-K, 10-Q and 10-K.
# # #
Corporate Contact:
USF Corporation
James J. Hyland 773.824.2213
REVENUE & OPERATING EARNINGS
4th Quarter Recap 2003 vs. 2002
Unaudited (Dollars in thousands)
Revenue Revenue % Op. Earn. Op.Earn. % OR OR OR
2003 2002 Change 2003 2002 Change 2003 2002 Change
USF Holland $ 232,255 $ 245,227 -5.3% $ 19,451 $ 20,104 -3.2% 91.6% 91.8% 0.2
USF Bestway 38,843 39,915 -2.7% 908 2,784 -67.4% 97.7% 93.0% -4.7
USF Red Star 52,649 65,671 -19.8% 9,419 (2,048) - 82.1% 103.1% 21.0
USF Reddaway 72,814 71,720 1.5% 7,370 8,987 -18.0% 89.9% 87.5% -2.4
USF Dugan 54,323 55,650 -2.4% 982 (622) - 98.2% 101.1% 2.9
LTL Trucking 450,884 478,183 -5.7% 38,130 29,205 30.6% 91.5% 93.9% 2.4
USF Glen Moore 31,430 30,667 2.5% 1,402 1,319 6.3% 95.5% 95.7% 0.2
Logistics Group 67,294 74,309 -9.4% 4,005 5,353 -25.2% 94.1% 92.8% -1.3
There were 59 working days in the fourth quarter of 2003 compared to 63 in the same period of 2002.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited (Dollars in thousands except per share amount)
Quarter Ended Year to Date
December 31, December 31, December 31, December 31,
2003 2002 2003 2002
Revenue:
LTL Trucking $ 450,884 $ 478,183 $1,898,668 $1,866,892
TL Trucking 31,430 30,667 128,093 114,151
Logistics 67,294 74,309 276,441 278,161
Intercompany eliminations (2,961) (2,470) (11,063) (8,678)
Total revenue from operations 546,647 580,689 2,292,139 2,250,526
Income:
LTL Trucking 38,130 29,205 110,555 105,172
TL Trucking 1,402 1,319 4,663 5,311
Logistics 4,005 5,353 9,270 12,603
Freight forwarding - Asia exit costs - - - (12,760)(a)
Corporate and other (8,348) (9,077) (28,896) (29,472)
Total income from operations 35,189 26,800 95,592 80,854
Non-operating income/(expenses):
Interest expense (5,242) (5,176) (20,900) (20,516)
Interest income 1,228 937 1,867 2,708
Other, net (342) (254) (1,274) (1,054)
Net non-operating expenses (4,356) (4,493) (20,307) (18,862)
Income from continuing operations before income
taxes and cumulative effects of accounting changes 30,833 22,307 75,285 61,992
Income tax expense (12,177) (8,665) (31,184) (28,724)
Income from continuing operations before cumulative
effects of accounting changes 18,656 13,642 44,101 33,268
Loss from discontinued operations, net of tax benefits of
$109, $534, $239 and $6,907 respectively (163) (948) (338) (16,978)
Loss on disposal of dicontinued operations, net of tax
benefits of $29,060 - (13,239) - (13,239)
Income before cumulative effects of
accounting changes 18,493 (545) 43,763 3,051
Cumulative effect of change in accounting
for revenue recognition, net of tax benefit of $1,064 - - (1,467) -
Cumulative effect of change in accounting
for goodwill - - - (70,022)
Net income/(loss) $18,493 $ (545) $ 42,296 $ (66,971)
Income per share from
continuing operations - Basic $ 0.68 $ 0.51 $ 1.62 $ 1.23
- Diluted 0.68 0.50 1.61 1.22
Loss per share from
discontinued operations - Basic (0.01) (0.53) (0.01) (1.12)
- Diluted (0.01) (0.52) (0.01) (1.11)
Loss per share - cumulative effects of changes
in accounting - Basic - - (0.06) (2.60)
- Diluted - - (0.05) (2.56)
Net income/(loss) per share - Basic 0.67 (0.02) 1.55 (2.49)
- Diluted 0.67 (0.02) 1.55 (2.45)
Average shares outstanding - Basic 27,434,675 26,968,569 27,207,392 26,900,311
- Diluted 27,630,939 27,236,110 27,348,711 27,331,890
(a) Charges related to relinquishing our interest in Asia.