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Pacer International, Inc. Reports 4th Quarter and Annual Results; Income from Operations Up $23.1 Million or 45.3 Percent for Year

CONCORD, Calif.--(BUSINESS WIRE)--Feb. 5, 2003--Pacer International, Inc. (Nasdaq:PACR), the non-asset based North American third-party logistics and freight transportation provider, today reported financial results for the three months and year ended December 27, 2002.

For the quarter ended December 27, 2002, gross revenues were up 8 percent, to $433.2 million from $401.0 million. Net revenues increased 5.6 percent to $94.3 million from $89.3 million in the same quarter of 2001. Income from operations for the fourth quarter of 2002 increased 43.6 percent to $20.1 million from $14.0 million a year earlier. Net income increased $3.8 million to $7.8 million from $4.0 million. Diluted earnings per share increased to $0.21 from $0.14 in 2001. Additionally, the company paid down $5.6 million in bank debt during the quarter.

Net revenues for Pacer's wholesale segment, Pacer Stacktrain, which provides double-stack rail transportation services, increased 3.4 percent to $57.6 million from $55.7 million for the quarter. Net revenues for the retail segment, Pacer Global Logistics, which provides logistics and supply-chain management services directly to manufacturers and retailers, increased 9.2 percent to $36.7 million from $33.6 million. This improvement was a result of increased business in all retail units, with the largest increase being in rail brokerage services.

Interest expense in the fourth quarter of 2002 decreased 32 percent to $6.9 million from $10.3 million in the like quarter of 2001. This was due to reduced debt levels that followed the company's initial public offering and additional paydowns of debt in the third and fourth quarters.

"We are encouraged by Pacer International's continued strong year-over-year growth in its financial results," said Don Orris, chairman and chief executive officer of Pacer International. Fourth-quarter growth was especially strong in the retail segment, where net revenues grew 9.2 percent and income from operations improved more than 100 percent, compared to 2001. The momentum of Pacer's business is strong and the results reflect the success of focused revenue and profit initiatives. We believe these results provide a strong foundation for continued growth going into 2003. In addition, strong free cash-flow characteristics enabled the company to pay down bank debt in the fourth quarter. We expect to continue to further reduce our debt during the year."

FULL-YEAR RESULTS

For the year ended December 27, 2002, net revenues increased 5.6 percent to $349.8 million from $331.3 million in 2001. Income from operations increased 45.3 percent to $74.1 million from $51.0 million. Net income increased to $24.8 million, compared to $7.0 million in 2001. Diluted earnings per share increased to $0.74 from $0.27 in 2001. The results for 2001 included a one-time pre-tax charge of $6.9 million. The average number of shares outstanding were 33.4 million for 2002 and 28.3 million for 2001.

CONFERENCE CALL -- Pacer International will hold a conference call for investors, analysts, business and trade media, and other interested parties at 11:00 AM Eastern Time today (Wednesday, Feb. 5). To participate, please call five minutes early by dialing (800) 288-8975 (in USA) and ask for "Pacer 4th Quarter and 2002 earnings call." International callers can dial (612) 288-0329. A digitized replay will be available from Feb. 5 at 4:15 p.m. Eastern Time to Feb. 12 at 11:59 p.m. Eastern Time. For the replay, dial (800) 475-6701 (USA) or (320) 365-3844 (international), access code #669185.

ANNUAL MEETING -- Separately, the company announced that it will hold its annual shareholders meeting on May 6, 2003.

ABOUT PACER -- Pacer International, a leading non-asset based North American third-party logistics and freight transportation provider, 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; its dependence upon third parties for equipment and services essential to operate its business; regulatory changes affecting the Company's industry, operations, products and services; competitive or technological factors affecting the Company's markets, operations, products and services; shifts in market demand and general economic conditions. 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 in the past and may acquire in the future can be successfully integrated. Additional information about factors that could affect the Company's business is set forth in the Company's various filings with the Securities and Exchange Commission, including those set forth in the Company's prospectus dated June 12, 2002 relating to its initial public offering. Should one or more of these risks or uncertainties materialize, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described herein as anticipated, believed, expected or intended. The company does not undertake any obligation to update such forward-looking statements whether as a result of new information, future events or otherwise.



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

                                            December 27,
                                                2002
---------------------------------------------------------
                                            (Unaudited)
     Assets

Current assets
  Cash and cash equivalents                    $      -
  Accounts receivable,net                         215.6
  Prepaid expenses and other                        5.3
  Deferred income taxes                               -
                                           -------------
       Total current assets                       220.9

Property and equipment
  Property, plant & equipment at cost              94.1
  Accumulated depreciation                        (37.0)
                                           -------------
       Property and equipment, net                 57.1

Other assets
  Intangible assets, net                          288.3
  Deferred income taxes                            42.7
  Other assets                                      7.4
                                           -------------
       Total other assets                         338.4
                                           -------------

Total assets                                   $  616.4
                                           =============

     Liabilities & Equity

Current liabilities
  Current maturities of long-term debt
    and capital leases                         $    6.2
  Accounts payable and accrued expenses           176.2
                                           -------------
       Total current liabilities                  182.4

Long-term liabilities
  Long-term debt and capital leases               250.4
  Other                                             2.9
                                           -------------
       Total long-term liabilities                253.3

Minority interest - exchangeable 
  preferred stock                                    -

Stockholders' equity
Common stock                                        0.4
Paid In capital                                   270.0
Other                                              (0.2)
Retained earnings (deficit)                       (89.5)
Other accumulated comprehensive income                -
                                           -------------
       Total stockholders' equity                 180.7
                                           -------------

Total liabilities and equity                   $  616.4
                                           =============



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

                                4th Quarter 2002
              -------------------------------------------------
               Wholesale   Retail    Corp./Elim.  Consolidated
              ----------- --------- ------------ --------------


Gross revenues    $214.1    $249.7       $(30.6)     $433.2

Cost of
  purchased
  transportation   156.5     213.0        (30.6)      338.9

-------------------------------------------------------------

Net revenues        57.6      36.7            -        94.3
Margin              26.9%     14.7%         0.0%       21.8%

Direct
  operating
  expenses          28.7         -            -        28.7
Selling, 
  general & 
  admin. 
  expenses          13.1      29.2          0.6        42.9
Depreciation
  expense            1.2       1.4            -         2.6
-------------------------------------------------------------

Income from
  operations        14.6       6.1         (0.6)       20.1

Interest
  (income)
  expense            6.3       0.6            -         6.9
-------------------------------------------------------------

Income before
  income taxes       8.3       5.5         (0.6)       13.2

Income tax           3.3       2.3         (0.2)        5.4
-------------------------------------------------------------

Net income          $5.0      $3.2        $(0.4)       $7.8
=============================================================
Diluted Earnings
 Per Share                                            $0.21
EBITDA             $15.8      $7.5        $(0.6)      $22.7


                                     2002
              -------------------------------------------------
               Wholesale   Retail    Corp./Elim.  Consolidated
              ----------- --------- ------------ --------------

Gross revenues    $803.3    $913.5      $(108.6)   $1,608.2

Cost of
  purchased
  transportation   589.1     777.9       (108.6)    1,258.4

------------------------------------ ------------------------

Net revenues       214.2     135.6            -       349.8
Margin              26.7%     14.8%         0.0%       21.8%

Direct
  operating
  expenses         106.7         -            -       106.7
Selling,
  general &
  admin.
  expenses          47.5     104.8          6.6       158.9
Depreciation
  expense            4.7       5.4            -        10.1
------------------------------------ ------------------------

Income from
  operations        55.3      25.4         (6.6)       74.1

Interest
  (income)
  expense           22.2      10.3            -        32.5
------------------------------------ ------------------------

 Income before
  income taxes      33.1      15.1         (6.6)       41.6

 Income tax         13.4       6.1         (2.7)       16.8
------------------------------------ ------------------------

 Net income        $19.7      $9.0        $(3.9)      $24.8
==================================== ========================
Diluted Earnings
 Per Share                                            $0.74
EBITDA             $60.0     $30.8        $(6.6)      $84.2


                      Pacer International, Inc.
           Unaudited Consolidated Statements of Operations

                                          4th Quarter
                                ------------------------------ 
                                 2002   2001   Variance   % 
                                ------ ------- -------- ------ 
Segments

Gross Revenues
  Wholesale                     214.1    217.3   (3.2)   -1.5%
  Retail                        249.7    211.3   38.4    18.2%
  Cons. Entries                 (30.6)   (27.6)  (3.0)  -10.9%
-------------------------------------------------------------
      Total                     433.2    401.0   32.2     8.0%

Net Revenue
  Wholesale                      57.6     55.7    1.9     3.4%
  Retail                         36.7     33.6    3.1     9.2%
-------------------------------------------------------------
      Total                      94.3     89.3    5.0     5.6%

Income from Operations
  Wholesale                      14.6     12.3    2.3    18.7%
  Retail                          6.1      2.7    3.4   125.9%
  Corporate                      (0.6)    (1.0)   0.4   -40.0%
-------------------------------------------------------------
Income from Operations Before 
    One-Time Charge              20.1     14.0    6.1    43.6%
  One-Time Charge                   -        -      -       - 
-------------------------------------------------------------
      Total                      20.1     14.0    6.1    43.6%
 
EBITDA
  Wholesale                      15.8     13.8    2.0    14.5%
  Retail                          7.5      6.1    1.4    23.0%
  Corporate                      (0.6)    (1.0)   0.4   -40.0%
-------------------------------------------------------------
EBITDA Before
    One-Time Charge              22.7     18.9    3.8    20.1%
  One-Time Charge                   -        -      -       -
-------------------------------------------------------------
      Total                      22.7     18.9    3.8    20.1%


                                            Year
                                ------------------------------ 
                                 2002   2001   Variance   % 
                                ------ ------- -------- ------ 
Segments

Gross Revenues
  Wholesale                     803.3    808.8   (5.5)   -0.7%
  Retail                        913.5    952.8  (39.3)   -4.1%
  Cons. Entries                (108.6)   (90.7) (17.9)  -19.7%
--------------------------------------------------------------
      Total                   1,608.2  1,670.9  (62.7)   -3.8%

Net Revenue
  Wholesale                     214.2    187.9   26.3    14.0%
  Retail                        135.6    143.4   (7.8)   -5.4%
--------------------------------------------------------------
      Total                     349.8    331.3   18.5     5.6%

Income from Operations
  Wholesale                      55.3     39.8   15.5    38.9%
  Retail                         25.4     22.0    3.4    15.5%
  Corporate                      (6.6)    (3.9)  (2.7)   69.2%
--------------------------------------------------------------
Income from Operations Before
    One-Time Charge              74.1     57.9   16.2    28.0%
  One-Time Charge                   -     (6.9)   6.9  -100.0%
--------------------------------------------------------------
      Total                      74.1     51.0   23.1    45.3%

EBITDA
  Wholesale                      60.0     45.5   14.5    31.9%
  Retail                         30.8     34.6   (3.8)  -11.0%
  Corporate                      (6.6)    (3.9)  (2.7)   69.2%
--------------------------------------------------------------
EBITDA Before
    One-Time Charge              84.2     76.2    8.0    10.5%
  One-Time Charge                   -     (6.9)   6.9  -100.0%
--------------------------------------------------------------
      Total                      84.2     69.3   14.9    21.5%



            Unaudited Consolidated Statement of Cash Flows
----------------------------------------------------------------------
                                   1st     2nd     3rd     4th
                               Quarter Quarter Quarter Quarter
   ($ in millions)                2002    2002    2002    2002   2002
----------------------------------------------------------------------

Cash Flows from Operating
 Activities
Net income                        $3.7    $5.1    $8.2    $7.8  $24.8
Adjustments to net income

  Depreciation                     2.6     2.4     2.5     2.6   10.1
  Deferred income taxes            2.2     4.0     9.6     4.6   20.4
  Change in receivables           17.5   (11.8)    4.3   (14.4)  (4.4)
  Change in other current 
   assets                         (1.5)    0.6     2.6     1.4    3.1
  Change in current
   liabilities                   (19.2)  (12.7)    7.3     3.3  (21.3)
  Other                           (0.1)    1.0       -    (4.9)  (4.0)
----------------------------------------------------------------------

Net cash (used for)
 provided by
 operating activities              5.2   (11.4)   34.5     0.4   28.7
----------------------------------------------------------------------

Cash Flows from Investing
 Activities
Purchase of business, 
 net of cash acquired                -       -       -       -      -
Capital expenditures              (1.4)   (3.1)   (2.9)   (1.3)  (8.7)
Proceeds from sales 
 of property and equipment           -     0.5     0.4       -    0.9
----------------------------------------------------------------------

Net cash used for
 investing activities             (1.4)   (2.6)   (2.5)   (1.3)  (7.8)
----------------------------------------------------------------------

Cash Flows from 
 Financing Activities
Checks drawn in excess 
 of cash balances                  0.7    11.7   (23.3)    5.3   (5.6)
Proceeds from long-term 
 debt                                -       -       -       -      -
Proceeds from issuance of
 common stock                        -   125.9       -     0.1  126.0
Debt, revolver, net and
 capital lease payments           (4.5) (123.6)   (7.6)   (5.6)(141.3)
----------------------------------------------------------------------

Net cash (used for) provided by
 financing activities             (3.8)   14.0   (30.9)   (0.2) (20.9)
----------------------------------------------------------------------

Net change in cash and cash
 equivalents                         -       -     1.1    (1.1)     -

Cash at beginning of period          -       -       -     1.1      -
----------------------------------------------------------------------
Cash at end of period              $ -     $ -   $ 1.1     $ -    $ -
======================================================================


Note to editors: Issued by Steve Potash and Company,

tel. 510/865-0800, or steve@potashco.com

    

Contacts

Pacer International
Larry Yarberry, 925/887-1577 (CFO)
925/890-9245 (cell)
lyarberry@pacerintl.com
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