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Pacer International Reports Third-quarter Results

CONCORD, Calif.--(BUSINESS WIRE)--Nov. 6, 2001--Pacer International, a leading non-asset based international third-party logistics provider, reported consolidated gross revenues for the third quarter ended September 21, 2001 of $398.1 million, up $90.9 million or 30 percent from $307.2 million for the third quarter of 2000.

Revenues for the Retail segment, which provides logistics and supply-chain management services directly to manufacturers and retailers, increased $105.8 million, reflecting recent acquisitions. Revenues of the Wholesale segment, which provides double-stack rail transport services, decreased $1.2 million.

Income from operations, before one-time charges discussed below, decreased $0.5 million from $18.8 million in the third quarter of 2000 to $18.3 million in the third quarter of 2001. The Wholesale segment's income from operations, before one-time charges, was $12.6 million, which accounted for a $0.4 million decrease from the prior period due to reduced automotive shipments. The Retail segment's income from operations, excluding one-time charges, was $5.7 million, a decrease of $0.1 million.

Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA), before one-time charges, increased $1.1 million from $21.5 million in the third quarter of 2000 to $22.6 million in the third quarter of 2001.

During the quarter ended September 21, 2001, the Company charged a total of $6.9 million to operating expense for one-time charges. The charges include $1.9 million for the write-off of agent balances due to the bankruptcy of an independent agent; $1.6 million for the write-off of IPO costs relating to the Company's planned IPO; $1.4 million for container and chassis return costs required as part of a program to downsize the container and chassis fleet; $1.2 million for additional merger and severance costs; $0.5 million for early container and chassis maintenance agreement termination costs; and $0.3 million for legal fees related to a lawsuit filed by the Company.

The Company's net income decreased by $5.0 million from $6.0 million in the third quarter of 2000 to $1.0 million in the third quarter of 2001 as a result of reduced operating income, the $6.9 million in one-time charges and a $0.8 million increase in interest expense due to borrowings for acquisitions.

On a year-to-date basis, Pacer International reported consolidated gross revenues for the nine-month period ended September 21, 2001 of $1,269.9 million, up $354.5 million or 38.7 percent from $915.4 million in the first nine months of 2000. Income from operations, before the one-time charge, decreased $12.5 million from $56.4 million in 2000 to $43.9 million in 2001. The Company's net income decreased by $14.3 million from $17.3 million in 2000 to $3.0 million in 2001 as a result of reduced operating income, including the $6.9 million one-time charge and a $5.0 million increase in interest expense due to borrowings for acquisitions.

Retail segment's gross revenues increased $393.1 million or 112.8 percent for the 2001 year-to-date period due to the acquisitions made in the second half of 2000, and year-to-date income from operations, before the one-time charge, increased $0.2 million to $16.4 million from $16.2 million last year. The Wholesale segment's gross revenues of $591.5 million for the nine-month period just ended were $2.1 million below revenues of $593.6 million for the same period of 2000. Income from operations for the Wholesale segment, before one-time charges, for the first nine-months of this year was $27.5 million, a decrease of $12.7 million from $40.2 million a year earlier, principally due to reduced automotive shipments and higher equipment costs.

Chairman and CEO Don Orris said: "Our third quarter results were in line with the third quarter of year 2000, which was a substantive improvement over our previous two quarters, indicating the progress we are making in the company. The economic downturn is still adversely affecting our results, especially the automotive business segments of our wholesale and retail divisions. We continue to position the company to deal with what is expected to be a very difficult economic environment."

About Pacer

Pacer International, a leading non-asset based international third-party logistics company, offers a broad array of logistics and other services to facilitate the movement of freight from origin to destination. Its services include wholesale stacktrain services (cost-efficient, two-tiered rail transportation for containerized shipments), and retail trucking, intermodal marketing, freight consolidation and handling, international freight forwarding, and supply-chain management services. Pacer International is headquartered in Concord, California. Its business units Pacer Stacktrain and Pacer Global Logistics are headquartered in Concord, California and in Dublin, Ohio, respectively. Web site: www.pacer-international.com

Certain forward-looking statements -- This press release contains or may contain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). These forward-looking statements are based on the Company's current expectations and are subject to a number of risks, uncertainties and assumptions. Among the important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are the Company's leverage; regulatory changes affecting the Company's markets, operations, products and services; shifts in market demand and general economic conditions; as well as the other factors detailed from time to time in the Company's filings with the Securities and Exchange Commission. In addition, the Company has acquired businesses in the past and may consider acquiring businesses in the future that provide complementary services. There can be no assurance that the businesses that the company has acquired integrated. Should one or more of these risks or uncertainties materialize, or should underling assumptions or estimates prove incorrect, actual results may vary materially from those described herein as anticipated, believe, expected or intended.



                       Pacer International, Inc.
                      Consolidated Balance Sheet
                             ($ millions)


                                                September 21, 2001
-------------------------------------------------------------------

               Assets

 Current assets
   Cash and cash equivalents                            $      -
   Accounts receivable,net                                 236.5
   Prepaid expenses and other                               10.0
   Deferred income taxes                                     7.3
                                              -------------------
              Total current assets                         253.8

 Property and equipment
   Property, plant & equipment at cost                      83.5
   Accumulated depreciation                                (24.9)
                                              -------------------
              Property and equipment, net                   58.6

 Other assets
    Intangible assets, net                                 284.6
   Deferred income taxes                                    56.4
   Other assets                                              9.9
                                              -------------------
              Total other assets                           350.9
                                              -------------------
Total assets                                             $ 663.3
                                              ===================

          Liabilities & Equity

 Current liabilities
   Current maturities of long-term debt and
       capital leases                                    $   1.8
   Accounts payable and accrued expenses                   234.8
                                              -------------------
             Total current liabilities                     236.6

 Long-term liabilities
   Long-term debt and capital leases                       399.5
   Deferred income taxes                                       -
   Other                                                     3.2
                                              -------------------
             Total long-term liabilities                   402.7

 Minority interest - exchangeable preferred stock           25.7

 Stockholders' equity
 Common stock                                                0.1
 Paid In capital                                           119.0
 Treasury stock and other                                   (0.7)
 Retained earnings (deficit)                              (118.3)
 Other accumulated comprehensive income                     (1.8)
                                              -------------------
             Total stockholders' equity                     (1.7)
                                              -------------------
 Total liabilities and equity                            $ 663.3
                                              ===================



                       Pacer International, Inc.
            Unaudited Consolidated Statement of Operations
                             ($ millions)


                                            3rd Quarter 2001
                                --------------------------------------
                                  Wholesale     Retail   Consolidated
----------------------------------------------------------------------

 Gross revenues                    $ 191.5     $ 230.3      $ 398.1

 Cost of purchased
  transportation                     147.0       194.5        317.8

--------------------------------------------------------------------
 Net revenues                         44.5        35.8         80.3
 Margin                               23.2%       15.5%        20.2%

 Direct operating expenses            20.7           -         20.7
 Selling, general &
  admin. expenses                      9.9        27.1         37.0
 Depreciation and amortization         1.3         3.0          4.3
--------------------------------------------------------------------
 Operating income before
  one-time charges                    12.6         5.7         18.3

 One-time charges                      2.7         2.6          6.9
--------------------------------------------------------------------

 Income from operations                9.9         3.1         11.4

 Interest (income) expense                                      8.6
 Other (income) expense                                           -
--------------------------------------------------------------------
 Income before income taxes
   minority interest and
   extraordinary loss                                           2.8

 Income tax                                                     1.8

 Minority interest                                                -

--------------------------------------------------------------------
 Net income                                                   $ 1.0
====================================================================

 EBITDA - Before One-Time Charges   $ 13.9       $ 8.7       $ 22.6




                                            Nine Months 2001
                                 -------------------------------------
                                   Wholesale    Retail    Consolidated
----------------------------------------------------------------------

Gross revenues                      $ 591.5    $ 741.5    $ 1,269.9

Cost of purchased
 transportation                       459.3      631.7      1,027.9

----------------------------------------------------------------------
Net revenues                          132.2      109.8        242.0
Margin                                 22.3%      14.8%        19.1%

Direct operating expenses              69.7          -         69.7
Selling, general &
 admin. expenses                       30.9       84.2        115.1
Depreciation and amortization           4.1        9.2         13.3
----------------------------------------------------------------------
Operating income before
 one-time charges                      27.5       16.4         43.9

One-time charges                        2.7        2.6          6.9
----------------------------------------------------------------------

Income from operations                 24.8       13.8         37.0

Interest (income) expense                                      29.3
Other (income) expense                                            -
----------------------------------------------------------------------
Income before income taxes
  minority interest and
  extraordinary loss                                            7.7

Income tax                                                      3.9

Minority interest                                               0.8

----------------------------------------------------------------------
Net income                                                    $ 3.0
======================================================================

EBITDA - Before One-Time Charges     $ 31.6     $ 25.6       $ 57.2




                      Pacer International, Inc.
            Unaudited Consolidated Statements of Operations



                                  3Q01      3Q00    Variance      %
----------------------------------------------------------------------

Segments

Revenue
  Wholesale                       191.5     192.7      (1.2)    -0.6%
  Retail                          230.3     124.5     105.8     85.0%
  Cons. Entries                   (23.7)    (10.0)    (13.7)  -137.0%
----------------------------------------------------------------------
      Total                       398.1     307.2      90.9     29.6%

Net Revenue
  Wholesale                        44.5      44.0       0.5      1.1%
  Retail                           35.8      22.3      13.5     60.5%
----------------------------------------------------------------------
      Total                        80.3      66.3      14.0     21.1%

Operating Income
  Wholesale                        12.6      13.0      (0.4)    -3.1%
  Retail                            5.7       5.8      (0.1)    -1.7%
----------------------------------------------------------------------
Operating Income Before
    One-Time Charges               18.3      18.8      (0.5)    -2.7%
One-Time Charges                   (6.9)        -      (6.9)      n/m
----------------------------------------------------------------------
      Total                        11.4      18.8      (7.4)   -39.4%

EBITDA
  Wholesale                        13.9      14.3      (0.4)    -2.8%
  Retail                            8.7       7.2       1.5     20.8%
----------------------------------------------------------------------
EBITDA Before One-Time Charges     22.6      21.5       1.1      5.1%
  One Time Charges                 (6.9)        -      (6.9)     n/m
----------------------------------------------------------------------
      Total                        15.7      21.5      (5.8)   -27.0%




                                  9M01      9M00    Variance     %
----------------------------------------------------------------------

Segments

Revenue
  Wholesale                       591.5     593.6      (2.1)    -0.4%
  Retail                          741.5     348.4     393.1    112.8%
  Cons. Entries                   (63.1)    (26.6)    (36.5)  -137.2%
----------------------------------------------------------------------
      Total                     1,269.9     915.4     354.5     38.7%

Net Revenue
  Wholesale                       132.2     132.2         -      0.0%
  Retail                          109.8      65.5      44.3     67.6%
----------------------------------------------------------------------
      Total                       242.0     197.7      44.3     22.4%

Operating Income
  Wholesale                        27.5      40.2     (12.7)   -31.6%
  Retail                           16.4      16.2       0.2      1.2%
----------------------------------------------------------------------
Operating Income Before
    One-Time Charges               43.9      56.4     (12.5)   -22.2%
One-Time Charges                   (6.9)        -      (6.9)    n/m
----------------------------------------------------------------------
      Total                        37.0      56.4     (19.4)   -34.4%

EBITDA
  Wholesale                        31.6      44.2     (12.6)   -28.5%
  Retail                           25.6      20.4       5.2     25.5%
----------------------------------------------------------------------
EBITDA Before One-Time Charges     57.2      64.6      (7.4)   -11.5%
  One Time Charges                 (6.9)        -      (6.9)     n/m
----------------------------------------------------------------------
      Total                        50.3      64.6     (14.3)   -22.1%



    

Contacts

Pacer International, Concord
Larry Yarberry, CFO, 925/887-1577
lyarberry@pacerintl.com
www.pacer-international.com
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