EXHIBIT 99.3
Consolidated Financial Statements
WorldWay Corporation
Twenty-Four Weeks ended June 17, 1995 and
June 18, 1994
WORLDWAY CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
Twelve and Twenty-four Weeks Ended June 17, 1995 and June 18, 1994
(Unaudited)
(Dollars in Thousands, except share data)
Twelve Weeks Ended Twenty-four Weeks Ended
-------------------- -----------------------
June 17, June 18, June 17, June 18,
1995 1994 1995 1994
-------------------- --------------------
Operating revenue $182,823 $263,203 $374,160 $455,833
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Operating expenses:
Employee compensation 119,370 148,916 241,293 271,607
Purchased transportation 27,529 39,428 54,220 62,068
Fuel and fuel taxes 9,530 11,728 19,686 22,399
Tires, repair parts and other operating supplies 10,369 10,945 20,770 20,576
Depreciation and amortization 7,760 8,080 15,688 16,189
Insurance premiums and claims 5,424 7,351 11,199 12,957
Communications and utilities 2,747 2,906 5,603 5,647
Operating taxes and licenses 2,810 2,877 5,674 5,638
Equipment and building rents 1,661 1,303 2,991 2,535
Gain on disposition of operating assets (1,149) (97) (5,485) (148)
General supplies and expenses 11,781 10,792 22,227 19,313
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Total operating expenses 197,832 244,229 393,866 438,781
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Earnings from operations (15,009) 18,974 (19,706) 17,052
Interest and other expense, net 2,891 2,933 5,550 5,336
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Earnings (Loss) before income taxes (17,900) 16,041 (25,256) 11,716
Income tax (benefit) (6,537) 6,401 (9,047) 4,994
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Net earnings (loss) before cumulative effect of change in
accounting principle (11,363) 9,640 (16,209) 6,722
Cumulative effect of change in accounting principle - - - (1,222)
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Net earnings (loss) ($11,363) $9,640 ($16,209) $5,500
==================== ====================
Earnings (Loss) per share before cumulative
effect of change in accounting principle ($1.73) $1.46 ($2.47) $1.02
Cumulative effect of change in
accounting principle - - - ($0.19)
Earnings (Loss) per share ($1.73) $1.46 ($2.47) $0.83
Average common stock and common stock
equivalent shares outstanding 6,564,710 6,561,672 6,569,466 6,561,672
Cash dividends per common share $0.00 $0.00 $0.00 $0.00
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WORLDWAY CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited) (Audited)
June 17, December 31,
1995 1994
-------------------------
Assets
- -------
Current assets:
Cash $ 1,837 $4,710
Temporary investments 2,150 5,011
Investments restricted under letter of credit arrangements
(at cost, which approximates market) 1,249 1,383
Customer and interline receivables, net 19,998 16,924
Customer receivables held by trust, net 24,878 38,782
Other receivables, net 17,725 13,260
Reinsurance balances receivable 10,729 12,149
Prepayments -
Tires on equipment in use 12,635 12,869
Other 12,978 6,871
Inventories of operating supplies 2,040 2,882
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Total current assets 106,219 114,841
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Plant and equipment, at cost:
Revenue and service equipment 251,026 260,378
Land and structures 165,036 180,706
Other equipment 66,408 63,947
Leasehold improvements 2,319 2,048
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484,789 507,079
Less - accumulated depreciation and amortization (266,774) (275,145)
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Net plant and equipment 218,015 231,934
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Investments restricted under letter of credit arrangements
(at cost, which approximates market) 7,675 8,492
Other assets 16,167 15,047
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$348,076 $370,314
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WORLDWAY CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited) (Audited)
June 17, December 31,
1995 1994
-----------------------
Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities:
Accounts payable $ 35,190 $ 34,525
Accrued wages, salaries and vacation pay 37,289 36,114
Claims and insurance accruals 24,735 31,860
Income taxes
Current (7,978) 1,439
Deferred 0 -
Other payables and accrued expenses 13,177 13,779
Current maturities of long-term debt 3,448 3,206
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Total current liabilities 105,861 120,923
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Long-term debt:
6 1/4% Convertible Subordinated Debentures, due 2011 49,994 49,994
Other long-term debt 19,669 18,283
-----------------------
Total long-term debt 69,663 68,277
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Reserves and Deferred Credits:
Income taxes 17,656 17,779
Other deferred liabilities 8,557 7,813
Insurance claims 34,246 27,176
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Total reserves and deferred credits 60,459 52,768
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Stockholders' equity:
Preferred stock, $100 par value, 4% cumulative, authorized
25,000 shares, outstanding 22,112 shares 2,211 2,211
Common stock, $.50 par value, authorized 20,000,000
shares, outstanding 6,561,672 in 1995 and 1994 3,281 3,281
Paid-in capital 44,393 44,393
Retained earnings 62,208 78,461
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Total stockholders' equity 112,093 128,346
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$348,076 $370,314
=======================
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WORLDWAY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twenty-four Weeks Ended June 17, 1995 and June 18, 1994
(Unaudited)
(Dollars in Thousands)
Twenty-four Weeks Ended
-----------------------
June 17, June 18,
1995 1994
--------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) ($16,209) $ 5,500
Noncash items included in income:
Depreciation and amortization 15,688 16,189
Deferred income taxes (123) (5,919)
(Increase) Decrease in customer and interline receivables 10,830 (29,996)
Increase (Decrease) in accounts payable 665 18,552
Increase (Decrease) in claims payable and insurance accruals (54) 7,489
Net increase (decrease) in other working capital items (15,537) 14,965
Other, net (6,141) (4,068)
--------------------
Net cash provided by (used for) operating activities (10,881) 22,712
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CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of plant and equipment:
Revenue and service equipment (10,069) (5,259)
Land and structures (2,079) (1,072)
Other equipment and leasehold improvements (3,429) (1,343)
Proceeds from disposal of plant and equipment 20,389 1,469
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Net cash used for investing activities 4,812 (6,205)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt 1,666 15
Repayment of long-term debt (2,537) (4,112)
Net proceeds from (repayments of) revolving credit agreement 2,500 -
Common stock issued - -
Dividends on common and preferred stock (44) (44)
--------------------
Net cash provided by financing activities 1,585 (4,141)
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NET INCREASE IN CASH AND TEMPORARY INVESTMENTS (4,484) 12,366
CASH AND TEMPORARY INVESTMENTS AT BEGINNING OF YEAR 9,721 6,502
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CASH AND TEMPORARY INVESTMENTS AT END OF QUARTER $ 5,237 $ 18,868
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WORLDWAY CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
The accompanying consolidated condensed financial statements contain all
adjustments and eliminations which, in the opinion of management, are necessary
to present fairly the results of operations for the twelve and twenty-four
weeks ended June 17, 1995 and June 18, 1994, the financial position as of June
17, 1995 and December 31, 1994, and the cash flows for the twenty-four weeks
ended June 17, 1995 and June 18, 1994.
During the first quarter of 1994, the Securities and Exchange Commission issued
a new directive to publicly held corporations regarding the discount rates used
on reserves reported in the liabilities section of their balance sheets. This
directive requires that the discount rates used to reduce these obligations to
their present value be stated at a "risk free" rate. The effect of this change
is to reduce the discount rates used in computing the reserves on the
consolidated balance sheet of WorldWay Corporation from 7% to risk free rates.
The effect of this change is shown as a change in accounting principle of
$1,222,000 on the consolidated statement of earnings.