PAGE F1
Selected Consolidated Financial Data (Thousands of dollars, except per
share amounts)
Fiscal Year 1997 1996 1995 1994 1993
- ------------------------------------------------------------------------------------------------------------------------------------
Statements of Operations
Operating Revenue $ 1,565,249 $ 1,330,972 $ 1,144,458 $ 1,016,464 $ 898,920
Income from operations 105,010 67,128 (1) 67,543 69,666 61,222
Interest expense, net (7,423) (11,495) (8,177) (8,417) (7,391)
Other non-operating expense (92) (704) (878) (2,011) (1,683)
- ------------------------------------------------------------------------------------------------------------------------------------
Net income from continuing operations
before income taxes 97,495 54,929 58,488 59,238 52,148
Income tax expense (40,914) (23,451) (25,150) (25,882) (23,603)
- ------------------------------------------------------------------------------------------------------------------------------------
Net income from continuing operations 56,581 31,478 33,338 33,356 28,545
Discontinued operations - - - - (1,197)
Extraordinary item - operating rights - - - (1,291) -
- ------------------------------------------------------------------------------------------------------------------------------------
Net income $ 56,581 $ 31,478(1) $ 33,338 $ 32,065 $ 27,348
- ------------------------------------------------------------------------------------------------------------------------------------
Basic Earnings Per Share
Net income per share from continuing operations $ 2.21 $ 1.41(1) $ 1.52 $ 1.53 $ 1.26
Net income per share 2.21 1.41(1) 1.52 1.47 1.21
Diluted Earnings Per Share
Net income per share from continuing operations $ 2.19 $ 1.40(1) $ 1.51 $ 1.51 $ 1.25
Net income per share 2.19 1.40(1) 1.51 1.45 1.20
Cash dividends declared per share $ 0.37 $ 0.37 $ 0.37 $ 0.37 $ 0.37
Operating Statistics
LTL trucking companies (in thousands)
Total tons 8,579 7,732 6,835 6,210 5,977
Total shipments 12,857 11,590 10,187 9,045 8,762
Balance Sheets
Assets:
Current assets $ 237,116 $ 203,577 $ 158,611 $ 144,615 $ 122,770
Property and equipment, net 448,315 395,500 338,846 272,264 247,123
Intangible assets, net 104,407 79,559 69,918 72,194 77,132
Other assets 9,697 9,872 10,819 11,929 13,755
- ------------------------------------------------------------------------------------------------------------------------------------
Total assets $ 799,535 $ 688,508 $ 578,194 $ 501,002 $ 460,780
Liabilities and Stockholders' Equity:
Current liabilities $ 181,714 $ 144,348 $ 128,484 $ 118,447 $ 97,744
Long-term debt 115,000 178,000 137,333 105,667 124,085
Other non-current liabilities 110,621 96,900 79,225 68,794 58,442
Total stockholders' equity 392,200 269,260 233,152 208,094 180,509
- ------------------------------------------------------------------------------------------------------------------------------------
Total liabilities and
stockholders' equity $ 799,535 $ 688,508 $ 578,194 $ 501,002 $ 460,780
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Income from operations, net income and earnings per share are after the USF
Red Star restructuring charge of $4,050 before income tax, equivalent to
$0.10 per share, net of tax.
PAGE F2
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Fiscal Year Ended January 3, 1998, Compared to Fiscal Year Ended
December 28, 1996 Operating revenue for the 53 weeks ended January 3, 1998
("Fiscal 1997") increased by $234,277,000 (17.6%) to $1,565,249,000 from
$1,330,972,000 for the 52 weeks ended December 28, 1996 ("Fiscal 1996").
The extra week in Fiscal 1997 (which occurs only once every five or six years)
contributed approximately $20,600,000 in revenue but had a negative impact on
earnings of approximately $0.04 per share because the New Year's holiday fell
during that week. The Company's regional less-than-truckload ("LTL")
trucking companies' revenue increased by $177,726,000 (a 14.4% increase over
the prior year) to $1,409,086,000 in Fiscal 1997 from $1,231,360,000 in
Fiscal 1996 primarily as a result of new customers, closure of certain
competitors and expanded business from existing customers. In Fiscal 1997,
LTL shipments increased by 10.9% while average revenue per LTL shipment
increased by 3.4% compared to Fiscal 1996. Additionally, in Fiscal 1997 LTL
tonnage increased by 12.1% while revenue per LTL hundredweight increased by
2.4% compared to Fiscal 1996. At the Company's logistics subsidiaries, USF
Logistics and USF Distribution Services, operating revenue grew by
$20,698,000 from $85,601,000 in Fiscal 1996 to $106,299,000 in Fiscal 1997
(a 24.2% increase over the prior year) primarily due to the addition of
new customers at USF Logistics and a full year of revenue at
Interamerican, a provider of warehousing, transportation, distribution
and other logistics services, which was acquired on July 1, 1996. USF Seko
Worldwide, a domestic and international freight forwarder which was acquired
on September 30, 1997, contributed $31,813,000 revenue in Fiscal 1997, and
operated at an annualized revenue of approximately $120,000,000 at the time
of acquisition.
In Fiscal 1997, the LTL regional trucking companies accounted for 90.0% of
consolidated operating revenue, whereas the logistics, freight forwarding and
other subsidiaries accounted for 10.0%. In Fiscal 1996, the LTL regional
trucking companies accounted for 92.5% of all consolidated operating revenue,
the logistics and other subsidiaries for 7.5%.
Operating income in Fiscal 1997 was enhanced by a relatively mild winter, a
stable pricing environment and a strong economy unlike Fiscal 1996 which was
adversely impacted by severe weather during the winter months, intense
industry competitive pricing and a somewhat sluggish economy in the first
half of the year. A fuel surcharge, which was implemented to partially offset
the increase in fuel prices in the summer of Fiscal 1996, remained in effect
throughout most of Fiscal 1997. The turnaround achieved at USF Red Star during
the fourth quarter of Fiscal 1996 continued through Fiscal 1997 as it reported
modest profits during each of the four quarters in Fiscal 1997.
Income from operations increased by 56.4% to $105,010,000 in Fiscal 1997
from $67,128,000, in Fiscal 1996, which is after the $4,050,000
restructuring charge at USF Red Star. This increase results from higher
income at each of the regional carriers, additional profits from a full year
of operations at Interamerican and the last quarter Fiscal 1997 profits at
USF Seko Worldwide. Following the acquisition of USF Seko Worldwide,
the Company's statement of operations has fundamentally changed because the
relative importance of certain expenses in the freight forwarding business
is different than in the LTL trucking business. Typically, salaries, wages
and benefits will approximate 5% to 10% of a freight forwarder's operating
revenue while purchased transportation (consisting of airlift, pickup and
delivery costs and agents' commissions) will approximate 80% to 90% of operating
revenue. On the other hand, salaries, wages and benefits for regional
trucking companies will approximate 60% and purchased transportation will
approximate 3% to 4% of operating revenue. In Fiscal 1997, the Company's total
operating expenses (including amortization of intangible assets) to operating
revenue improved to 93.3% from 95.0% in Fiscal 1996. The improvement in
salaries, wages and benefits to 62.1% in Fiscal 1997 from 63.7% in
Fiscal 1996 was virtually offset by an increase in purchased
transportation to 5.4% in Fiscal 1997 from 3.7%, in Fiscal 1996, both of
which were a direct result of the inclusion of USF Seko Worldwide's results in
Fiscal 1997. The principal reduction in total operating expenses occurred in
the Other operating expenses category which improved to 19.5% of Fiscal 1997
operating revenue compared to 20.9% of Fiscal 1996 operating revenue. This
reduction results from the favorable impact of a fuel surcharge that was in
effect for all of Fiscal 1997, except at USF Holland where the fuel surcharge
ended in late June 1997, compared to its being in effect only during the
last half of Fiscal 1996. Depreciation and amortization expense improved to
4.5% of Fiscal 1997 operating revenue from 4.7% of Fiscal 1996 operating
revenue due to improvements in equipment utilization and selective purchasing
of used transportation equipment. The non-recurring USF Red Star restructure
charge amounted to 0.3% of Fiscal 1996 operating revenue.
PAGE F3
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Interest expense, as a percentage of operating revenue, decreased to
0.5% in Fiscal 1997 from 0.9% in Fiscal 1996 as the net proceeds of $69,431,000
from the Company's sale of 3,105,000 shares in February 1997 allowed the
Company to remain basically free of bank debt during the year.
Fiscal Year Ended December 28, 1996 Compared to Fiscal Year Ended
December 30, 1995 Operating revenue for the 52 weeks ended December 28, 1996
("Fiscal 1996") increased by $186,514,000 (16.3%) to $1,330,972,000 from
$1,144,458,000 for the 52 weeks ended December 30, 1995 ("Fiscal 1995"). Of
the total operating revenue increase, the regional less-than-truckload
("LTL") trucking companies accounted for $155,704,000 (a 14.5% increase
over the prior year) primarily as a result of new customers, expanded
business from existing customers and the acquisition of Transus in the
Southeast. Effective January 1, 1996, USF Dugan acquired the business of
Transus, a Southeastern LTL motor carrier, which included 29 terminals,
some of which were operating in cities where USF Dugan previously had an
existing presence.
Those terminal locations, which were duplicated in both systems, were
consolidated. Also, during January 1996, USF Reddaway andUSF United
successfully completed a merger of their separate operating systems resulting
in elimination of four redundant terminal locations. Finally, as a result of
restructuring its operations during 1996, USF Red Star reduced its terminals
by six to 26 with no loss in geographic coverage.
In Fiscal 1996, LTL shipments increased by 15.4% while average revenue per LTL
shipment declined by 0.5% compared to Fiscal 1995. Additionally, in Fiscal
1996 LTL tonnage increased by 16.4% while revenue per LTL hundredweight
declined by 1.4% compared to Fiscal 1995. At the Company's logistics
subsidiaries, USF Logistics and USF Distribution Services, operating
revenue grew by $21,508,000 from $64,093,000 in Fiscal 1995 to $85,601,000 in
Fiscal 1996 (a 33.6% increase over the prior year) primarily due to
the addition of new customers at USF Logistics and its acquisition of
Interamerican, a provider of warehousing, transportation, distribution and
other logistics services, effective July 1, 1996.
In Fiscal 1996, the LTL regional trucking companies accounted for 92.5% of
consolidated operating revenue; the logistics and other subsidiaries
accounted for 7.5%. In Fiscal 1995, the LTL regional trucking companies
accounted for 94.0% of all consolidated operating revenue, the logistics and
other subsidiaries for 6.0%.
Operating income in the first half of 1996 was adversely impacted by severe
weather during the winter months, intense industry competitive pricing and
a somewhat sluggish economy. In the last half of the year, industry pricing
firmed, the economy improved, and revenue growth returned to double digits.
A fuel surcharge was also implemented to partially offset the increase in
fuel prices. A turnaround was achieved at USF Red Star during the fourth
quarter where, despite a 5.2% reduction in total revenue, the operating ratio
improved from 104.3% in the 1995 fourth quarter to 99.5% in the 1996 fourth
quarter, before a restructuring charge discussed below. The improvement
at USF Red Star resulted from an increase in yield per shipment of 5.6%
together with a significant reduction in operating costs resulting from strict
cost control.
PAGE F4
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Income from operations, after a $4,050,000 restructuring charge at USF Red
Star, decreased by 0.6% to $67,128,000 in Fiscal 1996 from $67,543,000 in
Fiscal 1995. The restructuring charge at USF Red Star related primarily to
ongoing lease commitments for terminals no longer occupied and to severance
pay incurred in connection with the reduction in personnel. The Company
anticipates that no further charges against its operations will occur as a
result of the USF Red Star restructuring which occurred during Fiscal 1996.
The decline in revenue per shipment, costs incurred associated with the
acquisition of Transus, and the USF Red Star restructuring charge were major
factors in the reduction in operating income. Other operating expenses
increased to 20.9% of operating revenue in Fiscal 1996 from 20.4% in Fiscal
1995, mainly due to higher fuel costs incurred which were not recovered by
surcharges in the first half of the year. Depreciation and amortization
increased to 4.7% of operating revenue during Fiscal 1996 from 4.2% in Fiscal
1995 due mainly to revenue equipment acquired with the purchase of
Transus. These cost increases were partially offset by a reduction in
salaries, wages and benefits from 64.1% in Fiscal 1995 to 63.7% in Fiscal
1996 due mainly to personnel reductions at USF Red Star and improved operating
efficiencies at USF Holland.
Interest expense, as a percentage of operating revenue, increased slightly to
0.9% in Fiscal 1996 from 0.8% in Fiscal 1995 despite a decrease in average
interest rates of approximately 0.4%, as average debt outstanding increased
due to the acquisitions of Transus and Interamerican and capital expenditures.
Liquidity and Capital Resources The Company generated $137,058,000 in cash
flows from operating activities during Fiscal 1997. Capital expenditures
during the year amounted to $155,588,000, of which $91,093,000 was for revenue
equipment, $18,836,000 for terminals, $18,880,000 for other assets and
$26,779,000 for the cash acquisitions of USF Seko Worldwide, an airfreight
forwarding company, and Mercury Distribution, an LTL general commodities
carrier located in the Northeast. Capital expenditures for Fiscal 1996
amounted to $134,822,000 including $40,765,000 for the acquisitions of
Transus and Interamerican. In light of current business levels, management
expects that capital expenditures during the fiscal year ending on
January 2, 1999 ("Fiscal 1998") will approximate $140,000,000 to $160,000,000.
In February 1997, the Company sold 3,105,000 of its shares in a public
offering. The net proceeds from the sale, amounting to approximately
$69,431,000 were initially used to repay outstanding debt under the Company's
revolving credit facility.
In November 1997, the Company replaced its existing $160,000,000 revolving
credit facility with a new $200,000,000 revolving credit facility through a
syndicate of commercial banks. The new facility expires in 2002 and allows
up to $100,000,000 for standby letters of credit to cover the Company's self
insurance program, and has optional pricing of interest rates, including
LIBOR or Prime base rates. The facility has an annual fee and contains
customary financial covenants including maintenance of minimum net worth
and funded debt to cash flow. During Fiscal 1997, all borrowings were drawn at
LIBOR base rates, with a weighted average interest rate for the year of 5.9%,
excluding fees charged on the facility. At January 3, 1998 the Company had
borrowed $15,000,000 and had $47,439,000 outstanding letters of credit under
this facility.
PAGE F5
Management's Discussion and Analysis of Financial Condition and
Results of Operations
In addition to the revolving credit facility, the Company maintains four
uncommitted lines of credit, which provide $39,000,000 short-term funds at
rates approximating LIBOR. These facilities are used in concert with a
centralized cash management system to finance short-term working capital needs,
thereby enabling the Company to maintain minimal cash balances.
In management's opinion, cash flows from operating activities and funding
from its revolving credit facilities are adequate to finance the Company's
anticipated business activity in Fiscal 1998.
At January 3, 1998 the Company had commitments to purchase approximately
$12,778,000 in land and improvements, $30,671,000 for transportation
equipment and $679,000 for other equipment.
During Fiscal 1997, the Company declared cash dividends of $9,682,000.
Other The Company uses underground storage tanks at certain terminal
facilities and maintains a comprehensive policy of testing, upgrading,
replacing or eliminating these tanks to protect the environment and comply
with various Federal and state laws. Whenever any contamination is detected,
the Company takes prompt remedial action to remove the contaminants. It is
management's opinion that the total costs related to all known incidents have
been provided for in the financial statements and management is not aware of
any potential contamination incidents that would have a material effect on the
results of the Company.
In 1997, the Company began, for all of its computer systems, a year 2000 date
compliance project to address all necessary changes, testing and
implementation. At January 3, 1998, substantially all of the Company's
internally developed systems were compliant. The Company has targeted
December 31, 1998 as its compliance project completion date. By achieving
completion at December 31, 1998, the Company will have a full year to complete
any additional testing of internal systems and externally provided systems.
The Company does not expect the amounts that will be required to be expensed
for completion of the project, over the next two years, to have a material
effect on its financial position or its results of operations. However, there
can be no assurance that the systems of other companies on which the
Company's systems rely also will be timely converted or that any such
failure to convert by another company would not have an adverse effect on the
Company's systems. To date, confirmations have been received
from the Company's primary processing vendors that plans are being developed
to address processing of transactions in the year 2000.
PAGE F6
Independent Auditors' Report
The Board of Directors and Stockholders,
USFreightways Corporation:
We have audited the accompanying consolidated balance sheet of USFreightways
Corporation and Subsidiaries as of January 3, 1998 and the related
consolidated statements of operations, stockholders' equity, and cash
flows for the year ended January 3, 1998. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
USFreightways Corporation and Subsidiaries as of January 3, 1998 and the
results of their operations and their cash flows for the year ended
January 3, 1998, in conformity with generally accepted accounting principles.
Arthur Andersen LLP
Chicago, Illinois
January 21, 1998
The Board of Directors and Stockholders,
USFreightways Corporation:
We have audited the accompanying consolidated balance sheet of USFreightways
Corporation and Subsidiaries as of December 28, 1996 and the related
consolidated statements of operations, stockholders' equity, and cash flows
for the two years ended December 28, 1996. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
USFreightways Corporation and Subsidiaries as of December 28, 1996 and the
results of their operations and their cash flows for the two years ended
December 28, 1996, in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Chicago, Illinois
January 22, 1997.
PAGE F7
Consolidated Balance Sheets
Years ended January 3, 1998 and December 28, 1996
(Thousands of dollars, except per share amounts)
January 3, December 28,
1998 1996
- ------------------------------------------------------------------------------------------------------------------------------------
Assets
Current assets:
Cash 6,471 $ 4,090
Accounts receivable, less allowances of $10,067 and $7,186 187,554 157,874
Operating supplies and prepaid expenses 21,176 19,096
Deferred income taxes (note 4) 21,915 22,517
- ------------------------------------------------------------------------------------------------------------------------------------
Total current assets 237,116 203,577
Property and equipment:
Land 56,542 53,904
Buildings and leasehold improvements 131,543 114,513
Equipment 563,732 486,860
Other 48,892 39,935
800,709 695,212
Less accumulated depreciation (352,394) (299,712)
- ------------------------------------------------------------------------------------------------------------------------------------
Total property and equipment 448,315 395,500
Intangible assets, net of accumulated amortization 104,407 79,559
Other assets 9,697 9,872
- ------------------------------------------------------------------------------------------------------------------------------------
$ 799,535 $ 688,508
Liabilities and Stockholders' Equity
Current liabilities:
Current bank debt (note 3) $ 650 $ 333
Accounts payable 62,895 41,734
Accrued salaries, wages and benefits 55,166 49,528
Accrued claims and other 61,059 50,442
Income taxes payable 1,944 2,311
- ------------------------------------------------------------------------------------------------------------------------------------
Total current liabilities 181,714 144,348
Long-term bank debt, less current maturities (note 3) 15,000 78,000
Notes payable (note 3) 100,000 100,000
Accrued claims and other 58,057 50,303
Deferred income taxes (note 4) 52,564 46,597
407,335 419,248
Stockholders' equity:
Cumulative preferred stock, $0.01 par value per share:
20,000,000 shares authorized, none issued - -
Common stock, $0.01 par value per share:
80,000,000 shares authorized, 26,080,459 and 22,594,890 issued 265 234
Paid in capital 251,224 180,269
Retained earnings 147,007 100,108
Treasury stock, 463,949 and 844,518 shares (6,296) (11,351)
- ------------------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 392,200 269,260
- ------------------------------------------------------------------------------------------------------------------------------------
$ 799,535 $ 688,508
See accompanying notes to consolidated financial statements.
PAGE F8
Consolidated Statements of Operations
Fiscal years ended January 3, 1998, December 28, 1996 and December 30, 1995
(Thousands of dollars, except per share amounts)
Fiscal Year 1997 1996 1995
- ------------------------------------------------------------------------------------------------------------------------------------
Operating revenue $ 1,565,249 $ 1,330,972 $ 1,144,458
- ------------------------------------------------------------------------------------------------------------------------------------
Operating expenses:
Salaries, wages and benefits 972,526 847,285 733,441
Other operating expenses 304,772 277,983 233,783
Purchased transportation 84,388 49,412 43,763
Insurance and claims 28,413 22,523 17,556
Depreciation and amortization 70,140 62,591 48,372
USF Red Star restructuring charge (note 8) - 4,050 -
- ------------------------------------------------------------------------------------------------------------------------------------
Total operating expenses 1,460,239 1,263,844 1,076,915
Income from operations 105,010 67,128 67,543
- ------------------------------------------------------------------------------------------------------------------------------------
Non-operating income (expense):
Interest expense (8,461) (12,144) (8,884)
Interest income 1,038 649 707
Other, net (92) (704) (878)
- ------------------------------------------------------------------------------------------------------------------------------------
Total non-operating expense (7,515) (12,199) (9,055)
- ------------------------------------------------------------------------------------------------------------------------------------
Net income before income taxes 97,495 54,929 58,488
Income tax expense (note 4) (40,914) (23,451) (25,150)
- ------------------------------------------------------------------------------------------------------------------------------------
Net income $ 56,581 $ 31,478 $ 33,338
- ------------------------------------------------------------------------------------------------------------------------------------
Average shares outstanding-basic 25,544,240 22,249,499 21,912,851
Average shares outstanding-diluted 25,830,674 22,451,280 22,122,590
Basic earnings per common share: $ 2.21 $ 1.41 $ 1.52
- ------------------------------------------------------------------------------------------------------------------------------------
Diluted earnings per common share: $ 2.19 $ 1.40 $ 1.51
- ------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
PAGE F9
Consolidated Statements of Stockholders' Equity
Fiscal Years ended January 3, 1998, December 28, 1996 and December 30, 1995
(Thousands of dollars)
- ------------------------------------------------------------------------------------------------------------------------------------
Total
Common Paid in Retained Treasury Stockholders'
Stock Capital Earnings Stock Equity
- ------------------------------------------------------------------------------------------------------------------------------------
Balance January 1, 1995 $ 234 $ 175,287 $ 51,779 $ (19,206) $ 208,094
Net income - - 33,338 - 33,338
Dividends declared - - (8,172) - (8,172)
Purchase of common stock - - - (3,921) (3,921)
Employee stock transactions and other - 1,091 - 2,722 3,813
- ------------------------------------------------------------------------------------------------------------------------------------
Balance December 30, 1995 234 176,378 76,945 (20,405) 233,152
Net income - - 31,478 - 31,478
Dividends declared - - (8,315) - (8,315)
Employee stock transactions and other - 3,891 - 9,054 12,945
- ------------------------------------------------------------------------------------------------------------------------------------
Balance December 28, 1996 234 180,269 100,108 (11,351) 269,260
Net income - - 56,581 - 56,581
Dividends declared - - (9,682) - (9,682)
Issuance of common stock 31 69,400 69,431
Employee stock transactions and other - 1,555 - 5,055 6,610
- ------------------------------------------------------------------------------------------------------------------------------------
Balance January 3, 1998 $ 265 $ 251,224 $ 147,007 $ (6,296) $ 392,200
- ------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
PAGE F10
Consolidated Statements of Cash Flows
Fiscal years ended January 3, 1998, December 28, 1996 and December 30, 1995
(Thousands of dollars)
Fiscal Year 1997 1996 1995
- ------------------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income from continuing operations $ 56,581 $ 31,478 $ 33,338
Reconciliation to net cash provided by operating activities:
Depreciation and amortization 70,140 62,591 48,372
Deferred taxes 6,569 3,298 5,216
Changes in assets and liabilities excluding acquisitions:
Accounts receivable (29,680) (39,767) (7,752)
Other current assets (2,080) 455 (4,298)
Accounts payable 21,161 5,525 3,458
Accrued liabilities 23,317 21,923 9,654
Other, net (8,950) 2,096 1,161
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 137,058 87,599 89,149
- ------------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Capital expenditures (128,809) (94,057) (116,675)
Proceeds from sale of property and equipment 12,887 4,246 3,792
Acquisitions (22,756) (31,265) -
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (138,678) (121,076) (112,883)
- ------------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Dividends paid (9,357) (8,252) (8,172)
Purchase of common stock - - (3,921)
Net proceeds from sale of common stock 69,431 - -
Proceeds from sale of treasury stock 6,610 3,445 3,813
Proceeds from long-term bank debt 15,000 41,000 38,000
Payments on long-term bank debt (77,683) (333) (6,334)
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 4,001 35,860 23,386
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash 2,381 2,383 (348)
Cash at beginning of year 4,090 1,707 2,055
- ------------------------------------------------------------------------------------------------------------------------------------
Cash at end of year $ 6,471 $ 4,090 $ 1,707
- ------------------------------------------------------------------------------------------------------------------------------------
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest $ 8,508 $ 11,715 $ 8,390
Income taxes 32,389 18,105 20,507
Noncash transactions: equity and notes issued in connection
with acquisitions $ 4,023 $ 9,500 -
See accompanying notes to consolidated financial statements.
PAGE F11
Notes to Consolidated Financial Statements (Thousands of dollars, except per
share amounts)
1: Summary of Significant Accounting Policies
Basis of Presentation The consolidated financial statements include the
accounts of USFreightways and its wholly owned subsidiaries (the Company).
The Company's operations are further discussed in periodic SEC filings.
Intercompany balances and transactions have been eliminated.
The Company reports on a 52/53-week fiscal year basis concluding on the
Saturday nearest to December 31. The three fiscal years covered in the
consolidated financial statements ended on January 3, 1998, December 28, 1996
and December 30, 1995, respectively (Fiscal 1997, 1996 and 1995).
Revenue Recognition Transportation revenue is recognized when freight is
picked up from the customer, at which time the related estimated expenses of
performing the total transportation services are accrued.
Cash The Company considers demand deposits and highly liquid investments
purchased with original maturities of three months or less as cash.
Property and equipment Purchases of property and equipment are carried at cost,
net of accumulated depreciation. Depreciation is computed using the
straight-line method over periods ranging from three to ten years for the
majority of equipment and 30 years for buildings. Maintenance and repairs are
charged to current operations, while expenditures that add to the life of the
equipment are capitalized. When revenue equipment is traded, a gain or loss
on the trade of the equipment is recognized and netted against depreciation
expense.
Intangible assets These costs primarily represent goodwill which is
amortized on a straight-line basis up to 40 years. The carrying value of
goodwill is reviewed whenever events or changes in circumstances indicate
that the carrying value may not be recoverable through projected
undiscounted future operating cash flows. No reduction of the carrying value
has been required for any year.
Earnings Per Share Basic and diluted earnings per share are calculated under
guidelines of FASB Statement No. 128. Basic earnings per share are calculated
on income available to common stockholders divided by the weighted-average
number of common shares outstanding during the period. Diluted earnings per
share are calculated using earnings available to each share of common stock
outstanding during the period and to each share that would have been
outstanding assuming the issuance of common shares for all dilutive potential
common shares outstanding during the reporting period. Unexercised stock
options, calculated under the treasury stock method, is the only reconciling
item between the Company's basic and diluted weighted earnings per share.
The number of options, included in the denominator, used to calculate
diluted earnings per share are 286,434, 201,781 and 209,739 for fiscal
years 1997, 1996 and 1995, respectively.
Use of Estimates Management of the Company has made a number of estimates
and assumptions relating to the reporting of assets and liabilities and the
disclosure of contingent assets and liabilities to prepare these financial
statements in conformity with generally accepted accounting principles. Actual
results could differ from those estimates.
2: Operating Leases
The Company leases certain terminals, vehicles and data processing equipment
under long-term lease agreements that expire in various years through 2011.
The following is a schedule of future minimum rental payments on leases that
have initial or remaining non-cancelable lease terms in excess of one year at
January 3, 1998.
Fiscal Year Payments
- -------------------------------------------------------------------------------
1998 $ 20,014
1999 14,853
2000 9,045
2001 5,050
2002 2,528
Subsequent years 2,832
- -------------------------------------------------------------------------------
$ 54,322
- -------------------------------------------------------------------------------
Rental expense in the accompanying consolidated statements of operations for
fiscal years 1997, 1996 and 1995 was $21,863, $20,396and $19,804, respectively.
PAGE F12
Notes to Consolidated Financial Statements (Thousands of dollars, except per
share amounts)
3: Long-term Debt
Long-term debt at January 3, 1998 and December 28, 1996 consists of the
following:
January 3, December 28,
1998 1996
- ------------------------------------------------------------------------------
Unsecured notes (a) $ 100,000 $ 100,000
Unsecured lines of credit (b) 15,650 78,000
Other 0 333
- -------------------------------------------------------------------------------
115,650 178,333
Less current maturities 650 333
- -------------------------------------------------------------------------------
$ 115,000 $ 178,000
- -------------------------------------------------------------------------------
(a) Unsecured notes of $100,000 are payable on May 1, 2000 and bear interest at
6 5/8%, payable semi-annually. The notes are not subject to redemption
prior to maturity and have no sinking fund requirements. Based upon the
Company's incremental borrowing rates for similar types of borrowing
arrangements, the fair value of the notes at January 3, 1998 was
approximately $100,000.
(b) In November 1997, the Company replaced its existing $160,000 revolving
credit facility with a new $200,000 revolving credit facility through a
syndicate of commercial banks. The new facility expires in 2002 and allows up
to $100,000 for standby letters of credit to cover the Company's self-insurance
program, and has optional pricing of interest rates, including LIBOR or Prime
base rates. The facility has an annual fee and contains customary financial
covenants including maintenance of minimum net worth and funded debt to cash
flow. During Fiscal 1997, all borrowings were drawn at LIBOR base rates, with
a weighted average interest rate for the year of 5.9%, excluding fees charged
on the facility. At January 3, 1998 the Company had borrowed $15,000 and had
$47,439 outstanding letters of credit under this facility. In addition to the
revolving credit facility, the Company maintains four uncommitted lines of
credit, which provide $39,000 short-term funds at rates approximating LIBOR.
These facilities are used in concert with a centralized cash management system
to finance short-term working capital needs, thereby enabling the Company to
maintain minimal cash balances.
The aggregate annual maturities of debt at January 3, 1998 are as follows:
Fiscal Year Amount
- -------------------------------------------------------------------------------
1998 $ 650
1999 0
2000 100,000
2001 0
2002 15,000
- -------------------------------------------------------------------------------
$ 115,650
- -------------------------------------------------------------------------------
The company had an interest rate cap contract, which was solely for interest
rate protection, that expired in August 1997.
PAGE F13
Notes to Consolidated Financial Statements (Thousands of dollars, except per
share amounts)
4: Income Taxes
A reconciliation of the statutory Federal income tax rate with the effective
income tax rate is as follows:
Fiscal Year 1997 1996 1995
- ------------------------------------------------------------------------------------------------------------------------------------
Federal income tax at statutory rate $ 34,123 $ 19,225 $ 20,471
State income tax 4,489 2,724 3,195
Goodwill amortization 955 823 766
Other 1,347 679 718
- ------------------------------------------------------------------------------------------------------------------------------------
Total income tax expense $ 40,914 $ 23,451 $ 25,150
The components of the provision for income taxes are as follows:
Fiscal Year 1997 1996 1995
- ------------------------------------------------------------------------------------------------------------------------------------
Current expense:
Federal $ 28,427 $ 15,610 $ 16,024
State 5,918 4,543 3,910
- ---------------------------------------------------------------------------------------------------------------
34,345 20,153 19,934
Deferred expense:
Accelerated depreciation 9,099 8,555 8,499
Allowance for doubtful accounts and revenue adjustments 3,798 (601) (532)
Insurance and claims (4,659) (5,036) (1,841)
Vacation pay (1,053) 597 (1,111)
Other (616) (217) 201
- ---------------------------------------------------------------------------------------------------------------
6,569 3,298 5,216
- ---------------------------------------------------------------------------------------------------------------
Total income tax expense $ 40,914 $ 23,451 $ 25,150
The following is a summary of the components of the deferred tax assets and
liabilities at January 3, 1998 and December 28, 1996:
January 3, December 28,
1998 1996
- -----------------------------------------------------------------------------------------------
Deferred tax assets:
Allowance for doubtful accounts and revenue adjustments $ 1,027 $ 4,825
Insurance and claims 30,953 26,294
Vacation pay 7,196 6,143
Other 3,872 2,670
- -----------------------------------------------------------------------------------------------
$ 43,048 $ 39,932
- -----------------------------------------------------------------------------------------------
Deferred tax liabilities:
Property and equipment, principally due to accelerated
depreciation $ 73,697 $ 64,012
- -----------------------------------------------------------------------------------------------
PAGE F14
Notes to Consolidated Financial Statements (Thousands of dollars, except per
share amounts)
5: Employee Benefit Plans
The Company maintains a salary deferral 401(k) plan covering substantially
all employees who are not members of a collective bargaining unit and who
meet specified service requirements. Contributions are based upon
participants' salary deferrals and compensation and are made within
Internal Revenue Service limitations. For the fiscal years 1997, 1996
and 1995, Company contributions for these plans were $6,550, $5,715 and
$4,876, respectively. The Company does not offer post-employment or
post-retirement benefits.
The Company contributes to several union-sponsored multi-employer pension
plans. These plans are not administered by the Company, and contributions are
determined in accordance with provisions of negotiated labor contracts. The
Multi-employer Pension Plan Amendments Act of 1980 established a continuing
liability to such union-sponsored pension plans for an allocated share of
each plan's unfunded vested benefits upon substantial or total withdrawal by
the Company or upon termination of the pension plans. To date, no withdrawal
or termination has occurred or is contemplated. For the fiscal years
1997, 1996 and 1995, Company contributions for these pension plans were
$54,041, $45,094 and $39,428, respectively.
6: Common Stock
The Company maintains an employee stock purchase plan which provides for
the purchase of an aggregate of not more than 900,000 shares of the Company's
common stock. Each eligible employee may designate the amount of regular
payroll deductions, subject to a yearly maximum, that is used to purchase
shares at 90% of the month-end market price. At January 3, 1998; 493,110
shares had been issued under this plan.
The Company maintains stock option plans that provide for the granting of
options to key employees and non-employee directors to purchase an aggregate
of not more than 3,760,000 shares of the Company's common stock. Stock
options issued pursuant to the plans are exercisable for periods up to 10
years from the date an option is granted. At January 3, 1998 there were
1,787,200 shares available for granting under the plans.
In accordance with the provisions of SFAS No. 123, the Company applies APB
Opinion 25 and related interpretations in accounting for its stock option
plans, and accordingly, does not recognize compensation cost. If the
Company had elected to recognize compensation cost based on the fair value of
the options granted at grant date, as prescribed by SFAS No. 123, net
income and earnings per share would have been reduced to the pro forma amounts
indicated in the table below:
Fiscal Year 1997 1996 1995
- ----------------------------------------------------------------------------------------------------------------
Net income - as reported $ 56,581 $ 31,478 $ 33,338
Net income - pro forma 55,808 31,049 33,163
Basic earnings per share - as reported 2.21 1.41 1.52
Basic earnings per share - pro forma 2.18 1.40 1.51
Diluted earnings per share - as reported 2.19 1.40 1.51
Diluted earnings per share - pro forma 2.16 1.38 1.50
As prescribed under SFAS No. 123, pro forma net income amounts presented above
reflect only options granted in 1997, 1996 and 1995 since compensation costs
for options granted prior to January 1, 1995 are not considered. Compensation
cost for options granted in 1997, 1996 and 1995 is reflected over the options'
vesting periods ranging from two to five years.
The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model with the following
weighted-average assumptions used for grants in fiscal years 1997, 1996 and
1995: dividend yield of 1.58% for all years; expected volatility ranging from
35.69% to 37.07%; risk-free interest rates at grant date ranging from 6.07%
to 7.46%; and expected lives ranging from 5.69 to 6.40 years.
PAGE F15
Notes to Consolidated Financial Statements (Thousands of dollars, except per
share amounts)
A summary of the status of the Company's stock option plans is presented below:
Fiscal Year 1997 1996 1995
- -----------------------------------------------------------------------------------------------------------------------------------
Weighted- Weighted- Weighted-
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
- -----------------------------------------------------------------------------------------------------------------------------------
Outstanding at beginning of year 1,107,250 $ 17.84 758,800 $ 16.21 823,400 $ 15.72
Granted 623,500 29.93 479,000 19.49 58,500 22.80
Exercised (279,520) 14.98 (92,900) 13.65 (79,700) 13.53
Forfeited (15,500) 16.52 (37,650) 16.16 (43,400) 20.47
______ ______ ______
Outstanding at end of year 1,435,730 23.67 1,107,250 17.84 758,800 16.21
______ ______ ______
Options exercisable at year end 402,690 17.74 448,220 15.65 399,330 15.19
______ ______ ______
Weighted-average fair value of
options granted
during the year $ 11.80 $ 8.18 $ 9.59
The following table summarizes information about stock options outstanding
at January 3, 1998:
Outstanding Options Options Exercisable
- ------------------------------------------------------------------------------------------------------------------------------------
Weighted Average
Number Remaining Weighted- Number Weighted-
Range of Outstanding Contractual Life Average Exercisable Average
Estimated Prices at 01/03/98 (years) Exercise Price at 01/03/98 Exercise Price
- ------------------------------------------------------------------------------------------------------------------------------------
$ 13.00 - 15.00 184,350 4.80 $ 13.80 181,350 $ 13.78
18.25 - 19.63 463,000 8.49 19.48 114,300 19.32
22.50 - 24.00 214,880 7.11 23.05 107,040 22.77
25.94 - 32.00 573,500 9.93 30.45 0 0
_______ _______ _______
1,435,730 8.38 23.67 402,690 17.74
_______ _______ _______
In February, 1994 the Board of Directors approved a stockholder rights plan
designed to deter coercive takeover tactics and to prevent an acquirer from
gaining control of the Company without offering a fair price to all of the
Company's stockholders. At that time, the Company declared a distribution
of one right for each share of common stock outstanding (effected as a stock
dividend) to stockholders of record as of February 11, 1994 and generally to
shares issuable after that date. Each right entitles holders to buy
one-hundredth (1/100) of a share of the Company's newly designated Series
A Junior Participating Cumulative Preferred Stock, $0.01 par value per
share, for a purchase price of $110.00. Each right is exercisable ten
days after the acquisition of 15% or more of the Company's voting stock,
or the commencement of a tender or exchange offer under which the offeror
would own 19.9% or more of the Company's stock. In the event of a proposed
takeover meeting certain additional conditions, the rights could be
exercised by all holders other than the takeover bidder at an exercise price
of half of the current market price of the Company's common stock. This
would have the effect of significantly diluting the holdings of the takeover
bidder. These rights expire on February 3, 2004.
In February 1997, the Company sold 3,105,000 of its shares in a public
offering. The net proceeds from the sale, amounting to approximately
$69,000,000, were initially used to repay outstanding debt under the Company'
revolving credit facility.
PAGE F16
Notes to Consolidated Financial Statements (Thousands of dollars, except per
share amounts)
7: Commitments and Contingencies
The Company is routinely involved in a number of legal proceedings and
claims arising in the ordinary course of business, primarily involving
claims for bodily injury and property damage incurred in the
transportation of freight. The estimated liability for claims included in
liabilities, both current and long-term, reflects the estimated ultimate cost
of self-insured claims incurred, but not paid, for bodily injury, property
damage, cargo loss and damage, and workers' compensation. In the opinion of
management, the outcome of these matters is not expected to have any
material adverse effect on the consolidated financial position or results of
operations of the Company and have been adequately provided for in the financial
statements.
At January 3, 1998, the Company had capital purchase commitments of
approximately $12,778 for land and improvements, $30,671 for transportation
equipment, and $679 for other equipment.
8: Restructuring Charge
During the fourth quarter 1996, management authorized a restructuring
charge at its USF Red Star subsidiary. The pre-tax restructuring charge of
$4,050 relates primarily to ongoing lease commitments for terminals no longer
occupied and severance paid in connection with the reduction of personnel. The
Company anticipates that no additional charges against its future operations
will be incurred as a result of this restructuring charge.
9: Acquisitions
During 1997, under the purchase method of accounting, the Company acquired
all of the outstanding shares of USF Seko Worldwide Inc., an airfreight
forwarding company and the general commodities business of Mercury
Distribution Carriers, Inc. for an aggregate amount of $26,779 of cash and
debt incurred.
During 1996, under the purchase method of accounting, the Company acquired all
the outstanding shares of Interamerican, a contract warehousing company and the
general commodities business of Transus for an aggregate amount of $40,765 of
cash and equity issued.
10: Business Segments
The Company has elected to adopt early SFAS No. 131 "Disclosures About Segments
of an Enterprise and Related Information".
The Company has seven reportable segments: LTL trucking group (five regional
carriers), logistics and freight forwarding. The LTL trucking group provides
overnight and second-day delivery of general commodities throughout the United
States and into Canada. The Company's logistics subsidiaries provide solutions
to customers' logistics and distribution requirements. The Company's freight
forwarding subsidiaries provide domestic and international air and ocean
freight service through both exclusive and non-exclusive agents. The reportable
segments are managed separately because each business has differing customer
requirements, either as a result of the regional environment of the country or
differences in products and services offered.
The accounting policies of the segments are the same as those described in
the summary of significant accounting policies. Intangible assets are
included in each segment's reportable assets, but the amortization of
these intangible assets is not included in the determination of a segment's
operating profit or loss. The Company evaluates performance based on profit or
loss from operations before income taxes, interest, amortization of intangibles
and other non-operating income (expenses).
PAGE F17
Notes to Consolidated Financial Statements (Thousands of dollars, except per
share amounts)
Fiscal Year 1997 1996 1995
- ------------------------------------------------------------------------------------------------------------------------------------
Revenue
LTL Group:
USF Holland $ 711,137 $ 595,378 $ 527,371
USF Reddaway 198,714 177,998 163,506
USF Red Star 194,823 196,399 200,674
USF Dugan 170,962 148,527 76,459
USF Bestway 133,450 113,058 107,646
- ------------------------------------------------------------------------------------------------------------------------------------
Sub total LTL Group 1,409,086 1,231,360 1,075,656
Logistics subsidiaries 106,299 85,601 64,093
Freight forwarding 44,340 8,400 4,639
Corporate and other 5,524 5,611 70
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue $ 1,565,249 $ 1,330,972 $ 1,144,458
Income From Operations
LTL Group:
USF Holland $ 65,244 $ 51,362 $ 43,684
USF Reddaway 13,457 9,262 11,019
USF Red Star 871 (7,999) (2,137)
USF Dugan 6,145 3,237 5,239
USF Bestway 17,433 12,014 10,102
- ------------------------------------------------------------------------------------------------------------------------------------
Sub total LTL Group 103,150 67,876 67,907
Logistics subsidiaries 6,414 2,655 3,010
Freight forwarding 1,289 33 (33)
Corporate and other (2,936) (959) (758)
Amortization of intangibles (2,907) (2,477) (2,583)
- ------------------------------------------------------------------------------------------------------------------------------------
Total Income from Operations $ 105,010 $ 67,128 $ 67,543
- ------------------------------------------------------------------------------------------------------------------------------------
Assets
LTL Group:
USF Holland $ 276,810 $ 232,003 $ 207,737
USF Reddaway 108,979 104,608 87,181
USF Red Star 137,336 133,014 139,896
USF Dugan 93,737 86,849 46,631
USF Bestway 64,266 54,287 53,535
- ------------------------------------------------------------------------------------------------------------------------------------
Sub total LTL Group 681,128 610,761 534,980
Logistics subsidiaries 59,458 62,753 33,767
Freight forwarding 52,232 2,080 1,102
Corporate and other 6,717 12,914 8,345
- ------------------------------------------------------------------------------------------------------------------------------------
Total Assets $ 799,535 $ 688,508 $ 578,194
PAGE F18
Notes to Consolidated Financial Statements (Thousands of dollars, except per
share amounts)
Fiscal Year 1997 1996 1995
- ------------------------------------------------------------------------------------------------------------------------------------
Long Lived Asset Expenditures
LTL Group:
USF Holland $ 66,637 $ 43,504 $ 49,252
USF Reddaway 19,421 14,865 15,799
USF Red Star 10,439 1,755 19,075
USF Dugan 18,134 9,070 11,338
USF Bestway 8,463 6,978 2,854
- ------------------------------------------------------------------------------------------------------------------------------------
Sub total LTL Group 123,094 76,172 98,318
Logistics subsidiaries 4,799 13,573 10,025
Freight forwarding 280 107 123
Corporate and other 636 4,205 8,209
- ------------------------------------------------------------------------------------------------------------------------------------
Total Long Lived Asset Expenditures $ 128,809 $ 94,057 $ 116,675
Depreciation Expense
LTL Group:
USF Holland $ 28,704 $ 23,063 $ 19,005
USF Reddaway 10,280 8,588 7,617
USF Red Star 7,262 7,829 7,521
USF Dugan 9,919 10,213 5,129
USF Bestway 5,054 4,658 4,568
- ------------------------------------------------------------------------------------------------------------------------------------
Sub total LTL Group 61,219 54,351 43,840
Logistics subsidiaries 5,870 4,760 3,446
Freight forwarding 278 66 30
Corporate and other 1,825 2,220 431
- ------------------------------------------------------------------------------------------------------------------------------------
Total Depreciation Expense $ 69,192 $ 61,397 $ 47,747
PAGE F19
11: Quarterly Financial Information (unaudited)
Quarters First Second Third Fourth Total Year
- ------------------------------------------------------------------------------------------------------------------------------------
Fiscal 1997:
Operating revenue $ 355,817 $ 380,763 $ 393,462 $ 435,207 $ 1,565,249
Income from operations 19,071 26,915 31,905 27,119 105,010
Net income 9,750 14,541 17,542 14,748 56,581
Net income per share-basic 0.40 0.56 0.68 0.57 2.21
Net income per share-diluted 0.40 0.56 0.67 0.56 2.19
Dividends declared per share 0.0933 0.0933 0.0933 0.0933 .3733
Market price per share (calendar quarter) 22.87 - 28.00 23.12 - 29.00 25.75 - 34.50 29.37 - 36.75 22.87 - 36.75
Fiscal 1996:
Operating revenue $ 313,705 $ 332,089 $ 343,203 $ 341,975 $ 1,330,972
Income from operations 10,412 17,231 22,528 16,957 67,128
Net income 4,349 8,137 11,024 7,968 31,478
Net income per share-basic 0.20 0.37 0.49 0.35 1.41
Net income per share-diluted 0.20 0.37 0.48 0.35 1.40
Dividends declared per share 0.0933 0.0933 0.0933 0.0933 .3733
Market price per share (calendar quarter) 18.25 - 23.25 19.37 - 24.25 16.75 - 22.50 19.50 - 28.25 16.75 - 28.25
PAGE F20
STATISTICAL INFORMATION
Operating Operating LTL Tons LTL Terminals Tractors Trailers Employees
Revenue Ratio Shipments
YR. (million) (thousands) (thousands)
__ _________ _________ ___________ ___________ _________ ________ ________ _________
Holland 97 $711.1 90.8% 3,826.9 6,163.6 51 3,448 5,998 7,322
96 595.4 91.4 3,291.2 5,347.3 48 2,751 5,265 6,167
Red Star 97 $194.8 99.6% 898.0 1,887.4 26 1,007 2,190 2,108
96 196.4 104.1 940.1 1,968.1 26 925 2,132 2,254
Reddaway 97 $198.7 93.2% 835.1 1,741.9 55 1,064 2,781 2,369
96 178.0 94.8 751.2 1,585.3 55 938 2,519 2,225
Bestway 97 $133.5 86.9% 630.8 1,211.1 26 590 2,142 1,439
96 113.1 89.4 545.7 1,027.4 25 548 1,785 1,271
Dugan 97 $171.0 96.4% 877.4 1,642.3 59 961 2,924 2,056
96 148.5 97.8 777.1 1,471.9 57 818 2,504 1,923
Logistics 97 $106.3 94.0% NA NA NA 491 1,163 1,534
96 85.6 96.9 NA NA NA 431 1,091 1,256
Seko 97 $ 31.8 96.5% NA NA NA NA NA 148