8-K
ARCBEST CORP /DE/ (ARCB)
June 30
UNITED **** STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2022 (November 1, 2022)
ARCBEST **** CORPORATION
(Exact name of registrant as specified in its charter)
| | | |
|---|---|---|
| Delaware | 0-19969 | 71-0673405 |
| (State or other jurisdiction of incorporation or organization) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
8401 McClure Drive
Fort Smith , Arkansas **** 72916
( 479 ) 785-6000
(Address, including zip code, and telephone number, including area code, of
the registrant's principal executive offices)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| | | |
|---|---|---|
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock $0.01 Par Value | ARCB | Nasdaq |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|---|
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|---|
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
|---|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company**☐**
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
ITEM 2.02 – RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On November 1, 2022, ArcBest^®^ (Nasdaq: ARCB) (the “Company”) issued a press release announcing its unaudited third quarter 2022 results. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. Additional supplemental information and presentation slides to be used in connection with the scheduled conference call to discuss the third quarter results are furnished as Exhibit 99.2 and Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.
The Company reports its financial results in accordance with generally accepted accounting principles (“GAAP”). However, management believes that certain non-GAAP financial measures and ratios and other information utilized for internal analysis provide analysts, investors, and others the same information that we use internally for purposes of assessing the Company’s core operating performance and provide meaningful comparisons between current and prior period results, as well as important information regarding performance trends. The use of certain non-GAAP measures improves comparability in analyzing ArcBest’s performance because it removes the impact of items from operating results that, in management’s opinion, do not reflect ArcBest’s core operating performance.
The press release in Exhibit 99.1, the supplemental information in Exhibit 99.2, and the presentation slides in Exhibit 99.3 include certain non-GAAP information. Certain information discussed in the scheduled conference call could also be considered non-GAAP measures. Reconciliations of the non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in Exhibit 99.1 herein, including reconciliations of GAAP earnings and earnings per share to non-GAAP financial measures, reconciliations of GAAP to non-GAAP effective tax rates, and calculations of adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). Reconciliations of non-GAAP measures included in the presentation slides to the most directly comparable GAAP financial measures are also included within Exhibit 99.3 herein.
Management believes EBITDA and Adjusted EBITDA to be relevant and useful information as EBITDA is a standard measure commonly reported and widely used by analysts, investors and others to measure financial performance and ability to service debt obligations. Additionally, Adjusted EBITDA is a primary component of the financial covenants contained in ArcBest’s credit agreement. Other companies may calculate EBITDA and Adjusted EBITDA differently; therefore, ArcBest’s calculation of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, ArcBest’s reported results. These financial measures should not be construed as better measurements than operating income, operating cash flow, net income or earnings per share, as determined under GAAP.
ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS
| | <br><br> | |
|---|---|---|
| Exhibit No. | | <br><br>Description of Exhibit |
| | | |
| 99.1 | | Press release of ArcBest dated November 1, 2022 |
| 99.2 | | Supplemental information dated November 1, 2022 |
| 99.3 | | Earnings conference call presentation dated November 1, 2022 |
| 104 | | Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | |
|---|---|---|---|
| | | | ARCBEST CORPORATION |
| | | | |
| | | | (Registrant) |
| | | | |
| Date: | November 1, 2022 | | /s/ Michael R. Johns |
| | Michael R. Johns | ||
| | Vice President – General Counsel | ||
| | and Corporate Secretary |
December 31
Exhibit 99.1

| | |
|---|---|
| Investor Relations Contact: David Humphrey | Media Contact: Autumnn Mahar |
| Title: Vice President – Investor Relations | Title: Senior Manager, PR and Social |
| Phone: 479-785-6200 | Phone: 479-494-8221 |
| Email: dhumphrey@arcb.com | Email: amahar@arcb.com |
ArcBest Announces Solid Third Quarter 202 2 Results
Delivers Double-Digit Percentage Revenue Growth In Each Operating Segment; On Track To Deliver Record Annual Revenues in 2022
| ● | Third quarter 2022 revenue of $1.4 billion increased 33.0 percent over third quarter 2021. |
|---|---|
| ● | Net income improved to $88.8 million, or $3.50 per diluted share. On a non-GAAP basis, third quarter 2022 net income was $96.4 million, or $3.80 per diluted share. |
| --- | --- |
FORT SMITH, Arkansas, November 1, 2022 — ArcBest^®^ (Nasdaq: ARCB), a leader in supply chain logistics, today reported third quarter 2022 revenue of $1.4 billion, an increase of $335.2 million compared to third quarter 2021. Each operating segment achieved double-digit percentage revenue growth over the prior year period. Third quarter 2022 results include the impact of the acquisition of MoLo Solutions, LLC (“MoLo”), which was completed in November 2021.
ArcBest’s third quarter 2022 operating income was $115.8 million and net income was $88.8 million, or $3.50 per diluted share, compared to operating income of $87.6 million and net income of $63.7 million, or $2.38 per diluted share, in the third quarter of 2021.
Excluding certain items in both periods as identified in the attached reconciliation tables, third quarter non-GAAP operating income was $131.1 million, compared to $98.4 million in the prior-year period. On a non-GAAP basis, net income was $96.4 million, or $3.80 per diluted share, compared to $70.9 million, or $2.65 per diluted share, in the third quarter of 2021.
“Our third quarter results reflect the benefits of our growth strategy and continue a track record of impressive performances as we bring our best-in-class approach to customers more efficiently and effectively every single day,” said Judy R. McReynolds, ArcBest chairman, president and CEO. “Despite a more challenging economic environment, we continue to invest in our team, solutions and facilities. We remain focused on delivering for our customers to provide them the reliability, flexibility and sustainability they need in their supply chains. This year we are on track to deliver more than $5 billion in annual revenue for the first time in our hundred-year history. We are confident that future growth opportunities remain bright as we work to achieve our long-term financial targets.”
Third Quarter Results of Operations Comparisons
Asset-Based
Third Quarter 2022 Versus Third Quarter 2021
| ● | Revenue of $791.5 million compared to $681.2 million, a per-day increase of 16.2 percent. |
|---|---|
| ● | Total tonnage per day increase of 4.4 percent, including an increase of 1.9 percent in LTL-rated weight per shipment. |
| --- | --- |
| ● | Total shipments per day increased 2.8 percent. |
| --- | --- |
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| ● | Total billed revenue per hundredweight increased 11.1 percent and was positively impacted by higher fuel surcharges. Revenue per hundredweight on LTL-rated business, excluding fuel surcharge, improved by a percentage in the high single digits. |
|---|---|
| ● | Operating income of $109.3 million and an operating ratio of 86.2 percent compared to operating income of $83.6 million and an operating ratio of 87.7 percent. On a non-GAAP basis, operating income of $116.6 million and an operating ratio of 85.3 percent compared to operating income of $90.5 million and an operating ratio of 86.7 percent. |
| --- | --- |
ArcBest’s Asset-Based business continued its recent pattern of revenue growth as customer demand softened some but remained at a good level. Higher third quarter shipments and tonnage, combined with an increase in average weight per shipment, resulted in a revenue increase versus the same period last year. Following the robust year-over-year increase in third quarter 2021, current pricing levels remain solid and were enhanced by higher fuel surcharges. To facilitate continued growth, ABF Freight continues its successful actions to add personnel in key locations. Despite experiencing cost pressures across the network, ArcBest’s Asset-Based business improved its third quarter profitability due to the collaborative efforts of all employees and the careful management of resources. Shippers are currently navigating a more challenging economic environment while seeking to return consistency to their supply chains. The equipment and network resources offered by ABF Freight, as part of a comprehensive set of ArcBest logistics solutions, are valued by customers which positions ArcBest for growth.
Asset-Light^‡^
Third Quarter 2022 Versus Third Quarter 2021 (including the results of MoLo)
| ● | Revenue of $604.5 million compared to $371.7 million, a per-day increase of 62.6 percent. |
|---|---|
| ● | Operating income of $16.3 million compared to $11.5 million. On a non-GAAP basis, operating income of $19.9 million compared to $12.4 million. |
| --- | --- |
| ● | Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) of $21.8 million compared to $14.2 million, as detailed in the attached non-GAAP reconciliation tables. |
| --- | --- |
Compared to the previous year, revenue growth in the ArcBest Asset-Light segment moderated throughout the third quarter as a result of a softer economic environment, which led to lower average revenue per shipment, and changes in business mix. The positive impact of additional truckload business from MoLo was the main contributor to increased third quarter revenue and shipment totals versus last year. Further progress was made on the MoLo integration and all of ArcBest’s Asset-Light truckload shipments are now being managed in one operating platform. In addition to truckload, third quarter revenue growth was positively impacted by managed transportation and dedicated services. In the third quarter, overall rates charged for customer shipments decreased sequentially at a more rapid pace than the cost reductions associated with securing carrier partner equipment capacity in the marketplace. The resulting sequential margin compression contributed to reduced profitability in the Asset-Light business compared to earlier quarters this year.
At FleetNet, despite revenue growth resulting from increases in both total events and revenue per event, higher costs contributed to a decrease in profitability versus the prior year period.
NOTE
^^‡ - The ArcBest and FleetNet reportable segments, combined, represent Asset-Light operations.
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Conference Call
ArcBest will host a conference call with company executives to discuss the 2022 third quarter results. The call will be today, Tuesday, November 1, at 9:30 a.m. EDT (8:30 a.m. CDT). Interested parties are invited to listen by calling (800) 916-9049 or by joining the webcast which can be found on ArcBest’s website at arcb.com. Slides to accompany this call are included in Exhibit 99.3 of the Form 8-K filed on November 1, 2022, will be posted and available to download on the company’s website prior to the scheduled conference time, and will be included in the webcast. Following the call, a recorded playback will be available through the end of the day on December 15, 2022. To listen to the playback, dial (800) 633-8284 or (402) 977-9140 (for international callers). The conference call ID for the playback is 22020814. The conference call and playback can also be accessed, through December 15, 2022, on ArcBest’s website at arcb.com.
About ArcBest
ArcBest^®^ (Nasdaq: ARCB) is a multibillion-dollar integrated logistics company that helps keep the global supply chain moving. Founded in 1923 and now with over 15,000 employees across more than 250 campuses and service centers, the company is a logistics powerhouse, fueled by the simple notion of finding a way to get the job done. Through innovative thinking, agility and trust, ArcBest leverages their full suite of shipping and logistics solutions to meet customers’ critical needs, each and every day. For more information, visit arcb.com.
The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Certain statements and information in this press release concerning results for the three months ended September 30, 2022 may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements regarding (i) our expectations about our intrinsic value or our prospects for growth and value creation and (ii) our financial outlook, position, strategies, goals, and expectations. Terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “foresee,” “intend,” “may,” “plan,” “predict,” “project,” “scheduled,” “should,” “would,” and similar expressions and the negatives of such terms are intended to identify forward-looking statements. These statements are based on management’s beliefs, assumptions, and expectations based on currently available information, are not guarantees of future performance, and involve certain risks and uncertainties (some of which are beyond our control). Although we believe that the expectations reflected in these forward-looking statements are reasonable as and when made, we cannot provide assurance that our expectations will prove to be correct. Actual outcomes and results could materially differ from what is expressed, implied, or forecasted in these statements due to a number of factors, including, but not limited to: the effects of widespread outbreak of an illness or disease, including the COVID-19 pandemic, or any other public health crisis, as well as regulatory measures implemented in response to such events; external events which may adversely affect us or the third parties who provide services for us, for which our business continuity plans may not adequately prepare us, including acts of war or terrorism or military conflicts; a failure of our information systems, including disruptions or failures of services essential to our operations or upon which our information technology platforms rely, data breach, and/or cybersecurity incidents; interruption or failure of third-party software or information technology systems or licenses; untimely or ineffective development and implementation of, or failure to realize potential benefits associated with, new or enhanced technology or processes, including the pilot test program at ABF Freight; the loss or reduction of business from large customers; the ability to manage our cost structure, and the timing and performance of growth initiatives; the cost, integration, and performance of any recent or future acquisitions, including the acquisition of MoLo Solutions, LLC, and the inability to realize the anticipated benefits of the acquisition within the expected time period or at all; market fluctuations and interruptions affecting the price of our stock or the price or timing of our share repurchase programs; maintaining our corporate reputation and intellectual property rights; nationwide or global disruption in the supply chain increasing volatility in freight volumes; competitive initiatives and pricing pressures; increased prices for and decreased availability of new revenue equipment, decreases in value of used revenue equipment, and higher costs of equipment-related operating expenses such as maintenance, fuel, and related taxes; availability of fuel, the effect of volatility in fuel prices and the associated changes in fuel surcharges on securing increases in base freight rates, and the inability to collect fuel surcharges; relationships with employees, including unions, and our ability to attract, retain, and develop employees; unfavorable terms of, or the inability to reach agreement on, future collective bargaining agreements or a workforce stoppage by our employees covered under ABF Freight’s collective bargaining agreement; union employee wages and benefits, including changes in required contributions to multiemployer plans; availability and cost of reliable third-party services; our ability to secure independent owner operators and/or operational or regulatory issues related to our use of their services; litigation or claims asserted against us; governmental regulations; environmental laws and regulations, including emissions-control regulations; default on covenants of financing arrangements and the availability and terms of future financing arrangements; self-insurance claims and insurance premium costs; potential impairment of goodwill and intangible assets; general economic conditions and related shifts in market demand that impact the performance and needs of industries we serve and/or limit our customers’ access to adequate financial resources; increasing costs due to inflation; seasonal fluctuations and adverse weather conditions; and other financial, operational, and legal risks and uncertainties detailed from time to time in ArcBest Corporation’s public filings with the Securities and Exchange Commission (the “SEC”).
For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
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Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.
Financial Data and Operating Statistics
The following tables show financial data and operating statistics on ArcBest^®^ and its reportable segments.
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ARCBEST CORPORATION
CONSOLIDATED STATEMENTS OF OPERATION****S
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Nine Months Ended | | |||||||
| | | September 30 | | September 30 | | |||||||
| | 2022 | 2021 | 2022 | 2021 | ||||||||
| | | (Unaudited) | | |||||||||
| | | ( thousands, except share and per share data) | | |||||||||
| REVENUES | | | $ | 1,016,657 | | $ | 4,079,834 | | $ | 2,794,843 | | |
| | | | | | | | | | | | | |
| OPERATING EXPENSES | | | | 929,096 | | **** | 3,731,799 | | | 2,600,792 | | |
| | | | | | | | | | | | | |
| OPERATING INCOME | | | 87,561 | | **** | 348,035 | | 194,051 | | |||
| | | | | | | | | | | | | |
| OTHER INCOME (COSTS) | | | | | | | | | | | | |
| Interest and dividend income | | | 323 | | **** | 1,614 | | 1,037 | | |||
| Interest and other related financing costs | | | (2,072) | | **** | (5,551) | | (6,774) | | |||
| Other, net | | | 338 | | **** | (3,822) | | 2,641 | | |||
| | | | (1,411) | | **** | (7,759) | | (3,096) | | |||
| | | | | | | | | | | | | |
| INCOME BEFORE INCOME TAXES | | | 86,150 | | **** | 340,276 | | 190,955 | | |||
| | | | | | | | | | | | | |
| INCOME TAX PROVISION | | | 22,459 | | **** | 79,404 | | 42,922 | | |||
| | | | | | | | | | | | | |
| NET INCOME | | | $ | 63,691 | | $ | 260,872 | | $ | 148,033 | | |
| | | | | | | | | | | | | |
| EARNINGS PER COMMON SHARE | | | | | | | | | | | | |
| Basic | | | $ | 2.48 | | $ | 10.59 | | $ | 5.79 | | |
| Diluted | | | $ | 2.38 | | $ | 10.18 | | $ | 5.51 | | |
| | | | | | | | | | | | | |
| AVERAGE COMMON SHARES OUTSTANDING | | | | | | | | | | | | |
| Basic | | | 25,632,805 | | **** | 24,640,706 | | 25,559,642 | | |||
| Diluted | | | 26,770,146 | | **** | 25,626,225 | | 26,872,381 | |
All values are in US Dollars.
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ARCBEST CORPORATION
CONSOLIDATED BALANCE SHEET****S
| | | | | | | |
|---|---|---|---|---|---|---|
| | | September 30 | | December 31 | | |
| | 2022 | 2021 | ||||
| | | (Unaudited) | | Note | | |
| | | ( thousands, except share data) | | |||
| ASSETS | | | | | | |
| CURRENT ASSETS | | | | | | |
| Cash and cash equivalents | | | $ | 76,620 | | |
| Short-term investments | | | 48,339 | | ||
| Accounts receivable, less allowances (2022 - $15,441; 2021 - $13,226) | | | 582,344 | | ||
| Other accounts receivable, less allowances (2022 - $709; 2021 - $690) | | | 13,094 | | ||
| Prepaid expenses | | | 40,104 | | ||
| Prepaid and refundable income taxes | | | 9,654 | | ||
| Other | | | 5,898 | | ||
| TOTAL CURRENT ASSETS | | | 776,053 | | ||
| | | | | | | |
| PROPERTY, PLANT AND EQUIPMENT | | | | | | |
| Land and structures | | | 350,694 | | ||
| Revenue equipment | | | 980,283 | | ||
| Service, office, and other equipment | | | 251,085 | | ||
| Software | | | 175,989 | | ||
| Leasehold improvements | | | 16,931 | | ||
| | | | | | 1,774,982 | |
| Less allowances for depreciation and amortization | | | 1,079,061 | | ||
| | | | 695,921 | | ||
| | | | | | | |
| GOODWILL | | | 300,337 | | ||
| INTANGIBLE ASSETS, NET | | | 126,580 | | ||
| OPERATING RIGHT-OF-USE ASSETS | | | | | 106,686 | |
| DEFERRED INCOME TAXES | | | 5,470 | | ||
| OTHER LONG-TERM ASSETS | | | | | 101,629 | |
| TOTAL ASSETS | | | $ | 2,112,676 | | |
| | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | |
| | | | | | | |
| CURRENT LIABILITIES | | | | | | |
| Accounts payable | | | $ | 311,401 | | |
| Income taxes payable | | | 12,087 | | ||
| Accrued expenses | | | 305,851 | | ||
| Current portion of long-term debt | | | 50,615 | | ||
| Current portion of operating lease liabilities | | | | | 22,740 | |
| TOTAL CURRENT LIABILITIES | | | 702,694 | | ||
| | | | | | | |
| LONG-TERM DEBT, less current portion | | | 174,917 | | ||
| OPERATING LEASE LIABILITIES, less current portion | | | | | 88,835 | |
| POSTRETIREMENT LIABILITIES, less current portion | | | 16,733 | | ||
| OTHER LONG-TERM LIABILITIES | | | 135,537 | | ||
| DEFERRED INCOME TAXES | | | 64,893 | | ||
| | | | | | | |
| STOCKHOLDERS’ EQUITY | | | | | | |
| Common stock, $0.01 par value, authorized 70,000,000 shares;<br> issued 2022: 29,747,867 shares; 2021: 29,359,597 shares | | | 294 | | ||
| Additional paid-in capital | | | 318,033 | | ||
| Retained earnings | | | 801,314 | | ||
| Treasury stock, at cost, 2022: 5,340,836 shares; 2021: 4,492,514 shares | | | (194,273) | | ||
| Accumulated other comprehensive income | | | 3,699 | | ||
| TOTAL STOCKHOLDERS’ EQUITY | | | 929,067 | | ||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | | $ | 2,112,676 | |
All values are in US Dollars.
Note: The balance sheet at December 31, 2021 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
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ARCBEST CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW****S
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Nine Months Ended | | |||
| | | September 30 | | |||
| | 2022 | 2021 | ||||
| | | Unaudited | | |||
| | | ( thousands) | | |||
| OPERATING ACTIVITIES | | | | | | |
| Net income | | | $ | 148,033 | | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
| Depreciation and amortization | | | 88,113 | | ||
| Amortization of intangibles | | | 2,882 | | ||
| Share-based compensation expense | | | 8,567 | | ||
| Provision for losses on accounts receivable | | | (57) | | ||
| Change in deferred income taxes | | | (8,593) | | ||
| Gain on sale of property and equipment | | | (8,389) | | ||
| Gain on sale of subsidiary | | | | | (6,923) | |
| Changes in operating assets and liabilities: | | | | | | |
| Receivables | | | (103,886) | | ||
| Prepaid expenses | | | 7,655 | | ||
| Other assets | | | 539 | | ||
| Income taxes | | | 8,174 | | ||
| Operating right-of-use assets and lease liabilities, net | | | 650 | | ||
| Accounts payable, accrued expenses, and other liabilities | | | 101,577 | | ||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | | | 238,342 | | ||
| | | | | | | |
| INVESTING ACTIVITIES | | | | | | |
| Purchases of property, plant and equipment, net of financings | | | (43,506) | | ||
| Proceeds from sale of property and equipment | | | 11,509 | | ||
| Proceeds from sale of subsidiary | | | | 9,013 | | |
| Purchases of short-term investments | | | (56,011) | | ||
| Proceeds from sale of short-term investments | | | 61,174 | | ||
| Capitalization of internally developed software | | | (14,308) | | ||
| Business acquisition, net of cash acquired^(1)^ | | | | — | | |
| NET CASH USED IN INVESTING ACTIVITIES | | | (32,129) | | ||
| | | | | | | |
| FINANCING ACTIVITIES | | | | | | |
| Borrowings under credit facilities | | | — | | ||
| Proceeds from notes payable | | | | | — | |
| Payments on long-term debt | | | (76,513) | | ||
| Net change in book overdrafts | | | (305) | | ||
| Deferred financing costs | | | (295) | | ||
| Payment of common stock dividends | | | (6,145) | | ||
| Purchases of treasury stock | | | | | (8,100) | |
| Payments for tax withheld on share-based compensation | | | (10,602) | | ||
| NET CASH USED IN FINANCING ACTIVITIES | | | (101,960) | | ||
| | | | | | | |
| NET INCREASE IN CASH AND CASH EQUIVALENTS | | | 104,253 | | ||
| Cash and cash equivalents at beginning of period | | | 303,954 | | ||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | | | $ | 408,207 | | |
| | | | | | | |
| NONCASH INVESTING ACTIVITIES | | | | | | |
| Equipment financed | | | $ | 36,731 | | |
| Accruals for equipment received | | | $ | 3,158 | | |
| Lease liabilities arising from obtaining right-of-use assets | | | $ | 7,280 | |
All values are in US Dollars.
| 1) | Represents cash received from escrow for post-closing adjustments related to the acquisition of MoLo. |
|---|
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ARCBEST CORPORATION
FINANCIAL STATEMENT OPERATING SEGMENT DATA AND OPERATING RATIOS
| | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | | Nine Months Ended | **** | |||||||||||||||||
| | | September 30 | | | September 30 | **** | |||||||||||||||||
| | 2022 | | 2021 | | 2022 | | 2021 | ||||||||||||||||
| | | Unaudited | **** | ||||||||||||||||||||
| | | ( thousands, except percentages) | **** | ||||||||||||||||||||
| REVENUES | | | | | | | | | | | | | | | | | | | | | | | |
| Asset-Based | | $ | 681,164 | | $ | 2,299,464 | | $ | 1,890,288 | | | ||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| ArcBest^(1)^ | | | | | | 305,207 | | | | | **** | 1,660,174 | | | | | 828,291 | | | | |||
| FleetNet | | | | | | 66,514 | | | | | **** | 249,786 | | | | | 185,224 | | | | |||
| Total Asset-Light | | | | | | | | 371,721 | | | | | | 1,909,960 | | | | | | 1,013,515 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Other and eliminations | | | | | | (36,228) | | | | | **** | (129,590) | | | | | (108,960) | | | | |||
| Total consolidated revenues | | $ | 1,016,657 | | $ | 4,079,834 | | $ | 2,794,843 | | | ||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| OPERATING EXPENSES | | | | | | | | | | | | | | | | | | | | | | | |
| Asset-Based | | | | | | | | | | | | | | | | | | | | | | | |
| Salaries, wages, and benefits | 42.0 | % | $ | 305,839 | 44.9 | % | $ | 973,924 | 42.4 | % | $ | 893,903 | | 47.3 | % | ||||||||
| Fuel, supplies, and expenses | | | 12.3 | | | 66,947 | | 9.8 | | | **** | 281,406 | | 12.2 | | | 192,477 | | 10.2 | | |||
| Operating taxes and licenses | | | 1.6 | | | 12,426 | | 1.8 | | | **** | 38,405 | | 1.7 | | | 36,977 | | 2.0 | | |||
| Insurance | | | 1.7 | | | 10,175 | | 1.5 | | | **** | 35,808 | | 1.5 | | | 28,568 | | 1.5 | | |||
| Communications and utilities | | | 0.6 | | | 4,559 | | 0.7 | | | **** | 14,129 | | 0.6 | | | 14,192 | | 0.7 | | |||
| Depreciation and amortization | | | 3.0 | | | 23,233 | | 3.4 | | | **** | 72,885 | | 3.2 | | | 70,025 | | 3.7 | | |||
| Rents and purchased transportation | | | 15.6 | | | 95,855 | | 14.1 | | | **** | 348,249 | | 15.1 | | | 266,525 | | 14.1 | | |||
| Shared services | | | | 9.1 | | | | 71,017 | | 10.4 | | | | 215,020 | | 9.4 | | | | 196,255 | | 10.4 | |
| Gain on sale of property and equipment^(2)^ | | | (0.7) | | | — | | — | | | **** | (9,975) | | (0.4) | | | (8,624) | | (0.5) | | |||
| Innovative technology costs^(3)^ | | | | 0.8 | | | 6,903 | | 1.0 | | | **** | 20,982 | | 0.9 | | | 21,303 | | 1.1 | | ||
| Other | | | 0.2 | | | 592 | | 0.1 | | | **** | 2,629 | | 0.1 | | | 1,103 | | 0.1 | | |||
| Total Asset-Based | | | 86.2 | % | | 597,546 | | 87.7 | % | | **** | 1,993,462 | | 86.7 | % | | 1,712,704 | | 90.6 | % | |||
| | | | | | | | | | | | | | | | | | | | | | | | |
| ArcBest^(1)^ | | | | | | | | | | | | | | | | | | | | | | | |
| Purchased transportation | | | 82.6 | % | | $ | 256,900 | | 84.2 | % | | $ | 1,382,107 | | 83.3 | % | | $ | 694,498 | | 83.8 | % | |
| Supplies and expenses | | | | 0.9 | | | 2,741 | | 0.9 | | | **** | 11,907 | | 0.7 | | | 7,785 | | 0.9 | | ||
| Depreciation and amortization^(4)^ | | | 1.0 | | | 2,352 | | 0.8 | | | **** | 15,720 | | 0.9 | | | 7,104 | | 0.9 | | |||
| Shared services | | | | 10.9 | | | | 31,048 | | 10.2 | | | | 164,554 | | 9.9 | | | | 86,198 | | 10.4 | |
| Gain on sale of subsidiary^(5)^ | | | | — | | | | — | | — | | | **** | (402) | | — | | | (6,923) | | (0.8) | | |
| Other | | | 1.6 | | | 1,984 | | 0.6 | | | **** | 22,309 | | 1.3 | | | 6,055 | | 0.7 | | |||
| | | | 97.0 | % | | 295,025 | | 96.7 | % | | **** | 1,596,195 | | 96.1 | % | | 794,717 | | 95.9 | % | |||
| FleetNet | | | 99.0 | % | | 65,245 | | 98.1 | % | | **** | 245,596 | | 98.3 | % | | 181,794 | | 98.1 | % | |||
| Total Asset-Light | | | | | | | | 360,270 | | | | | | 1,841,791 | | | | | | 976,511 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Other and eliminations^(6)^ | | | | | | (28,720) | | | | | **** | (103,454) | | | | | (88,423) | | | | |||
| Total consolidated operating expenses | 91.4 | % | $ | 929,096 | 91.4 | % | $ | 3,731,799 | 91.5 | % | $ | 2,600,792 | 93.1 | % | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| OPERATING INCOME | | | | | | | | | | | | | | | | | | | | | | | |
| Asset-Based | | | | | | $ | 83,618 | | | | | $ | 306,002 | | | | | $ | 177,584 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| ArcBest^(1)^ | | | | | | 10,182 | | | | | | 63,979 | | | | | | 33,574 | | | | ||
| FleetNet | | | | | | 1,269 | | | | | | 4,190 | | | | | | 3,430 | | | | ||
| Total Asset-Light | | | | | | | | 11,451 | | | | | | 68,169 | | | | | | 37,004 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Other and eliminations^(6)^ | | | | | | (7,508) | | | | | **** | (26,136) | | | | | (20,537) | | | | |||
| Total consolidated operating income | | | | | | $ | 87,561 | | | | | $ | 348,035 | | | | | $ | 194,051 | | | |
All values are in US Dollars.
| 1) | The 2022 periods include the operations of MoLo, which was acquired on November 1, 2021. |
|---|---|
| 2) | The three and nine months ended September 30, 2022 include a $4.3 million noncash gain on a like-kind property exchange of a service center. The nine months ended September 30, 2021 include an $8.6 million gain on the sale of an unutilized service center property. |
| --- | --- |
| 3) | Represents costs associated with the freight handling pilot test program at ABF Freight. |
| --- | --- |
| 4) | Depreciation and amortization includes amortization of intangibles associated with acquired businesses. |
| --- | --- |
| 5) | Gain relates to the sale of the labor services portion of the ArcBest segment’s moving business in May 2021, including the contingent amount recognized in second quarter 2022 when the funds were released from escrow. |
| --- | --- |
| 6) | “Other and eliminations” includes corporate costs for certain unallocated shared service costs which are not attributable to any segment, additional investments to offer comprehensive transportation and logistics services across multiple operating segments, and other investments in ArcBest technology and innovations. |
| --- | --- |
8
ARCBEST CORPORATION
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES
Non-GAAP Financial Measures
We report our financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, management believes that certain non-GAAP performance measures and ratios utilized for internal analysis provide analysts, investors, and others the same information that we use internally for purposes of assessing our core operating performance and provides meaningful comparisons between current and prior period results, as well as important information regarding performance trends. The use of certain non-GAAP measures improves comparability in analyzing our performance because it removes the impact of items from operating results that, in management's opinion, do not reflect our core operating performance. Other companies may calculate non-GAAP measures differently; therefore, our calculation may not be comparable to similarly titled measures of other companies. Certain information discussed in the scheduled conference call could be considered non-GAAP measures. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our reported results. These financial measures should not be construed as better measurements than operating income, operating cash flow, net income or earnings per share, as determined under GAAP.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Nine Months Ended | ||||||||
| | | September 30 | | | September 30 | | ||||||
| | 2022 | | 2021 | **** | 2022 | | | 2021 | | |||
| ArcBest Corporation - Consolidated | | (Unaudited) | | |||||||||
| | | ( thousands, except per share data) | | |||||||||
| Operating Income | | | | | | | | | | | | |
| Amounts on GAAP basis | | | $ | 87,561 | | $ | 348,035 | | $ | 194,051 | | |
| Innovative technology costs, pre-tax^(1)^ | | | | | 8,250 | | | 30,083 | | | 24,392 | |
| Purchase accounting amortization, pre-tax^(2)^ | | | | | 938 | | | 9,640 | | | 2,812 | |
| Change in fair value of contingent consideration, pre-tax^(3)^ | | | | | — | | | 810 | | | — | |
| Gain on sale of subsidiary, pre-tax^(4)^ | | | | | — | | | (402) | | | (6,923) | |
| Nonunion vacation policy enhancement, pre-tax^(5)^ | | | | | — | | | 2,080 | | | — | |
| Transaction costs, pre-tax^(6)^ | | | | | 1,607 | | | — | | | 1,607 | |
| Non-GAAP amounts | | | $ | 98,356 | | $ | 390,246 | | $ | 215,939 | | |
| | | | | | | | | | | | | |
| Net Income | | | | | | | | | | | | |
| Amounts on GAAP basis | | | $ | 63,691 | | $ | 260,872 | | $ | 148,033 | | |
| Innovative technology costs, after-tax (includes related financing costs)^(1)^ | | | | | 6,243 | | | 22,686 | | | 18,484 | |
| Purchase accounting amortization, after-tax^(2)^ | | | | | 702 | | | 7,189 | | | 2,106 | |
| Change in fair value of contingent consideration, after-tax^(3)^ | | | | | — | | | 604 | | | — | |
| Gain on sale of subsidiary, after-tax^(4)^ | | | | | — | | | (317) | | | (5,437) | |
| Nonunion vacation policy enhancement, after-tax^(5)^ | | | | | — | | | 1,546 | | | — | |
| Transaction costs, after-tax^(6)^ | | | | | 1,187 | | | — | | | 1,187 | |
| Life insurance proceeds and changes in cash surrender value | | | | | (394) | | | 3,679 | | | (2,908) | |
| Tax benefit from vested RSUs^(7)^ | | | | | (480) | | | (8,310) | | | (7,411) | |
| Tax credits^(8)^ | | | | | — | | | (1,190) | | | — | |
| Non-GAAP amounts | | | $ | 70,949 | | $ | 286,759 | | $ | 154,054 | | |
| | | | | | | | | | | | | |
| Diluted Earnings Per Share | | | | | | | | | | | | |
| Amounts on GAAP basis | | | $ | 2.38 | | $ | 10.18 | | $ | 5.51 | | |
| Innovative technology costs, after-tax (includes related financing costs)^(1)^ | | | | | 0.23 | | | 0.89 | | | 0.69 | |
| Purchase accounting amortization, after-tax^(2)^ | | | | | 0.03 | | | 0.28 | | | 0.08 | |
| Change in fair value of contingent consideration, after-tax^(3)^ | | | | | — | | | 0.02 | | | — | |
| Gain on sale of subsidiary, after-tax^(4)^ | | | | | — | | | (0.01) | | | (0.20) | |
| Nonunion vacation policy enhancement, after-tax^(5)^ | | | | | — | | | 0.06 | | | — | |
| Transaction costs, after-tax^(6)^ | | | | | 0.04 | | | — | | | 0.04 | |
| Life insurance proceeds and changes in cash surrender value | | | | | (0.01) | | | 0.14 | | | (0.11) | |
| Tax benefit from vested RSUs^(7)^ | | | | | (0.02) | | | (0.32) | | | (0.28) | |
| Tax credits^(8)^ | | | | | — | | | (0.05) | | | — | |
| Non-GAAP amounts^(9)^ | | | $ | 2.65 | | $ | 11.19 | | $ | 5.73 | |
All values are in US Dollars.
Note: See “Notes to Non-GAAP Financial Tables” for the footnotes to this ArcBest Corporation – Consolidated non-GAAP table.
9
ARCBEST CORPORATION
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES – Continued
| | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Three Months Ended | | Nine Months Ended | | |||||||||||||||||||
| | September 30 | | September 30 | | |||||||||||||||||||
| | 2022 | | 2021 | | 2022 | | 2021 | | |||||||||||||||
| Segment Operating Income Reconciliations | (Unaudited) | | |||||||||||||||||||||
| | ( thousands, except percentages) | | |||||||||||||||||||||
| Asset-Based Segment | | | | ||||||||||||||||||||
| Operating Income () and Operating Ratio (% of revenues) | | | | | | | | | | | | | | | | ||||||||
| Amounts on GAAP basis | | 86.2 | % | | $ | 83,618 | | 87.7 | % | | $ | 306,002 | | 86.7 | % | | $ | 177,584 | | 90.6 | % | | |
| Innovative technology costs, pre-tax(10) | | | (0.8) | | | | 6,903 | | (1.0) | | | | 20,982 | | (0.9) | | | | 21,303 | | (1.1) | | |
| Nonunion vacation policy enhancement, pre-tax(5) | | | (0.2) | | | | — | | — | | | | 1,245 | | (0.1) | | | | — | | — | | |
| Non-GAAP amounts(9) | | 85.3 | % | | $ | 90,521 | | 86.7 | % | | $ | 328,229 | | 85.7 | % | | $ | 198,887 | | 89.5 | % | | |
| | | | | ||||||||||||||||||||
| Asset-Light | | | | ||||||||||||||||||||
| ArcBest Segment | | | | ||||||||||||||||||||
| Operating Income () and Operating Ratio (% of revenues) | | | | | | | | | | | | | | | | ||||||||
| Amounts on GAAP basis | | 97.0 | % | | $ | 10,182 | | 96.7 | % | | $ | 63,979 | | 96.1 | % | | $ | 33,574 | | 95.9 | % | | |
| Purchase accounting amortization, pre-tax(2) | | | (0.6) | | | | 938 | | (0.3) | | | | 9,640 | | (0.6) | | | | 2,812 | | (0.3) | | |
| Change in fair value of contingent consideration, pre-tax(3) | | | — | | | | — | | — | | | | 810 | | — | | | | — | | — | | |
| Gain on sale of subsidiary, pre-tax(4) | | | — | | | | — | | — | | | | (402) | | — | | | | (6,923) | | 0.8 | | |
| Nonunion vacation policy enhancement, pre-tax(5) | | | (0.1) | | | | — | | — | | | | 318 | | — | | | | — | | — | | |
| Non-GAAP amounts(9) | | 96.3 | % | | $ | 11,120 | | 96.4 | % | | $ | 74,345 | | 95.5 | % | | $ | 29,463 | | 96.4 | % | | |
| | | | | ||||||||||||||||||||
| FleetNet Segment | | | | ||||||||||||||||||||
| Operating Income () and Operating Ratio (% of revenues) | | | | | | | | | | | | | | | | ||||||||
| Amounts on GAAP basis | | 99.0 | % | | $ | 1,269 | | 98.1 | % | | $ | 4,190 | | 98.3 | % | | $ | 3,430 | | 98.1 | % | | |
| Nonunion vacation policy enhancement, pre-tax(5) | | | (0.1) | | | | — | | — | | | | 90 | | — | | | | — | | — | | |
| Non-GAAP amounts(9) | | 98.9 | % | | $ | 1,269 | | 98.1 | % | | $ | 4,280 | | 98.3 | % | | $ | 3,430 | | 98.1 | % | | |
| | | | | ||||||||||||||||||||
| Total Asset-Light | | | | ||||||||||||||||||||
| Operating Income () and Operating Ratio (% of revenues) | | | | | | | | | | | | | | | | ||||||||
| Amounts on GAAP basis | | 97.3 | % | | $ | 11,451 | | 96.9 | % | | $ | 68,169 | | 96.4 | % | | $ | 37,004 | | 96.3 | % | | |
| Purchase accounting amortization, pre-tax(2) | | | (0.5) | | | | 938 | | (0.3) | | | | 9,640 | | (0.5) | | | | 2,812 | | (0.3) | | |
| Change in fair value of contingent consideration, pre-tax(3) | | | — | | | | — | | — | | | | 810 | | — | | | | — | | — | | |
| Gain on sale of subsidiary, pre-tax(4) | | | — | | | | — | | — | | | | (402) | | — | | | | (6,923) | | 0.7 | | |
| Nonunion vacation policy enhancement, pre-tax(5) | | | (0.1) | | | | — | | — | | | | 408 | | — | | | | — | | — | | |
| Non-GAAP amounts(9) | | 96.7 | % | | $ | 12,389 | | 96.7 | % | | $ | 78,625 | | 95.9 | % | | $ | 32,893 | | 96.8 | % | | |
| | | | | ||||||||||||||||||||
| Other and Eliminations | | | | ||||||||||||||||||||
| Operating Loss () | | | | | | | | | | | | | | | | ||||||||
| Amounts on GAAP basis | | | | | $ | (7,508) | | | | | $ | (26,136) | | | | | $ | (20,537) | | | | | |
| Innovative technology costs, pre-tax(1) | | | | | | | 1,347 | | | | | | 9,101 | | | | | | 3,089 | | | | |
| Nonunion vacation policy enhancement, pre-tax(5) | | | | | | | — | | | | | | 427 | | | | | | — | | | | |
| Transaction costs, pre-tax(6) | | | | | | | 1,607 | | | | | | — | | | | | | 1,607 | | | | |
| Non-GAAP amounts(9) | | | | | $ | (4,554) | | | | | $ | (16,608) | | | | | $ | (15,841) | | | | |
All values are in US Dollars.
Note: See “Notes to Non-GAAP Financial Tables” for the footnotes to this Segment Operating Income Reconciliations non-GAAP table.
10
ARCBEST CORPORATION
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES – Continued
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Effective Tax Rate Reconciliation | | | | | | | | | | | | | | | ||||
| ArcBest Corporation - Consolidated | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| (Unaudited) | | | | | | | | | | | | | | | | | | |
| ($ thousands, except percentages) | | Three Months Ended September 30, 2022 | ||||||||||||||||
| | | | | | Other | | Income | | Income | | | | | | | |||
| | | Operating | | Income | | Before Income | | Tax | | Net | | | ||||||
| | | Income | | (Costs) | | Taxes | | Provision | | Income | | Tax Rate^(11)^ | ||||||
| Amounts on GAAP basis | | $ | 115,761 | | $ | (791) | | $ | 114,970 | | $ | 26,128 | | $ | 88,842 | | 22.7 | % |
| Innovative technology costs^(1)^ | | | 10,056 | | | 189 | | | 10,245 | | | 2,637 | | | 7,608 | | 25.7 | |
| Purchase accounting amortization^(2)^ | | | 3,213 | | | — | | | 3,213 | | | 817 | | | 2,396 | | 25.4 | |
| Nonunion vacation policy enhancement^(5)^ | | | 2,080 | | | — | | | 2,080 | | | 534 | | | 1,546 | | 25.7 | |
| Life insurance proceeds and changes in cash surrender value | | | — | | | 176 | | | 176 | | | — | | | 176 | | — | |
| Tax benefit from vested RSUs^(7)^ | | | — | | | — | | | — | | | 2,381 | | | (2,381) | | — | |
| Tax credits^(8)^ | | | — | | | — | | | — | | | 1,831 | | | (1,831) | | — | |
| Non-GAAP amounts | | $ | 131,110 | | $ | (426) | | $ | 130,684 | | $ | 34,328 | | $ | 96,356 | | 26.3 | % |
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Nine Months Ended September 30, 2022 | ||||||||||||||||
| | | | | Other | | Income | | Income | | | | | | | ||||
| | | Operating | | Income | | Before Income | | Tax | | Net | | | ||||||
| | | Income | | (Costs) | | Taxes | | Provision | | Income | | Tax Rate^(11)^ | ||||||
| Amounts on GAAP basis | | $ | 348,035 | | $ | (7,759) | | $ | 340,276 | | $ | 79,404 | | $ | 260,872 | | 23.3 | % |
| Innovative technology costs^(1)^ | | | 30,083 | | | 466 | | | 30,549 | | | 7,863 | | | 22,686 | | 25.7 | |
| Purchase accounting amortization^(2)^ | | | 9,640 | | | — | | | 9,640 | | | 2,451 | | | 7,189 | | 25.4 | |
| Change in fair value of contingent consideration^(3)^ | | | 810 | | | — | | | 810 | | | 206 | | | 604 | | 25.4 | |
| Gain on sale of subsidiary^(4)^ | | | (402) | | | — | | | (402) | | | (85) | | | (317) | | (21.1) | |
| Nonunion vacation policy enhancement^(5)^ | | | 2,080 | | | — | | | 2,080 | | | 534 | | | 1,546 | | 25.7 | |
| Life insurance proceeds and changes in cash surrender value | | | — | | | 3,679 | | | 3,679 | | | — | | | 3,679 | | — | |
| Tax benefit from vested RSUs^(7)^ | | | — | | | — | | | — | | | 8,310 | | | (8,310) | | — | |
| Tax credits^(8)^ | | | — | | | — | | | — | | | 1,190 | | | (1,190) | | — | |
| Non-GAAP amounts | | $ | 390,246 | | $ | (3,614) | | $ | 386,632 | | $ | 99,873 | | $ | 286,759 | | 25.8 | % |
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended September 30, 2021 | ||||||||||||||||
| | | | | Other | | Income | | Income | | | | | | |||||
| | | Operating | | Income | | Before Income | | Tax | | Net | | | ||||||
| | | Income | | (Costs) | | Taxes | | Provision | | Income | | Tax Rate^(11)^ | ||||||
| Amounts on GAAP basis | | $ | 87,561 | | $ | (1,411) | | $ | 86,150 | | $ | 22,459 | | $ | 63,691 | | 26.1 | % |
| Innovative technology costs^(1)^ | | | 8,250 | | | 157 | | | 8,407 | | | 2,164 | | | 6,243 | | 25.7 | |
| Purchase accounting amortization^(2)^ | | | 938 | | | — | | | 938 | | | 236 | | | 702 | | 25.2 | |
| Transaction costs^(6)^ | | | 1,607 | | | — | | | 1,607 | | | 420 | | | 1,187 | | 26.1 | |
| Life insurance proceeds and changes in cash surrender value | | | — | | | (394) | | | (394) | | | — | | | (394) | | — | |
| Tax benefit from vested RSUs^(7)^ | | | — | | | — | | | — | | | 480 | | | (480) | | — | |
| Non-GAAP amounts | | $ | 98,356 | | $ | (1,648) | | $ | 96,708 | | $ | 25,759 | | $ | 70,949 | | 26.6 | % |
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Nine Months Ended September 30, 2021 | ||||||||||||||||
| | | | | Other | | Income | | Income | | | | | | | ||||
| | | Operating | | Income | | Before Income | | Tax | | Net | | | ||||||
| | | Income | | (Costs) | | Taxes | | Provision | | Income | | Tax Rate^(11)^ | ||||||
| Amounts on GAAP basis | | $ | 194,051 | | $ | (3,096) | | $ | 190,955 | | $ | 42,922 | | $ | 148,033 | | 22.5 | % |
| Innovative technology costs^(1)^ | | | 24,392 | | | 498 | | | 24,890 | | | 6,406 | | | 18,484 | | 25.7 | |
| Purchase accounting amortization^(2)^ | | | 2,812 | | | — | | | 2,812 | | | 706 | | | 2,106 | | 25.1 | |
| Gain on sale of subsidiary^(4)^ | | | (6,923) | | | — | | | (6,923) | | | (1,486) | | | (5,437) | | (21.5) | |
| Transaction costs^(6)^ | | | 1,607 | | | — | | | 1,607 | | | 420 | | | 1,187 | | 26.1 | |
| Life insurance proceeds and changes in cash surrender value | | | — | | | (2,908) | | | (2,908) | | | — | | | (2,908) | | — | |
| Tax benefit from vested RSUs^(7)^ | | | — | | | — | | | — | | | 7,411 | | | (7,411) | | — | |
| Non-GAAP amounts | | $ | 215,939 | | $ | (5,506) | | $ | 210,433 | | $ | 56,379 | | $ | 154,054 | | 26.8 | % |
Note: See “Notes to Non-GAAP Financial Tables” for the footnotes to this Effective Tax Rate Reconciliation non-GAAP table.
11
ARCBEST CORPORATION
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES – Continued
Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (Adjusted EBITDA)
Management uses Adjusted EBITDA as a key measure of performance and for business planning. The measure is particularly meaningful for analysis of operating performance because it excludes amortization of acquired intangibles and software of the Asset-Light businesses and changes in the fair value of contingent consideration, which are significant expenses resulting from strategic decisions rather than core daily operations. Additionally, Adjusted EBITDA is a primary component of the financial covenants contained in our credit agreement. The calculation of Consolidated Adjusted EBITDA as presented below begins with net income, which is the most directly comparable GAAP measure. The calculation of Asset-Light Adjusted EBITDA as presented below begins with operating income, as other income (costs), income taxes, and net income are reported at the consolidated level and not included in the operating segment financial information evaluated by management to make operating decisions.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Nine Months Ended | ||||||||
| | | September 30 | | | September 30 | | ||||||
| | 2022 | **** | 2021 | **** | 2022 | **** | 2021 | **** | ||||
| | | (Unaudited) | **** | |||||||||
| ArcBest Corporation - Consolidated Adjusted EBITDA | | ( thousands) | ||||||||||
| | | | ||||||||||
| Net Income | | | $ | 63,691 | | $ | 260,872 | | $ | 148,033 | | |
| Interest and other related financing costs | | | 2,072 | | 5,551 | | 6,774 | | ||||
| Income tax provision | | | 22,459 | | 79,404 | | 42,922 | | ||||
| Depreciation and amortization^(12)^ | | | 30,359 | | **** | 104,860 | | 90,995 | | |||
| Amortization of share-based compensation | | | 2,889 | | **** | 9,816 | | 8,567 | | |||
| Change in fair value of contingent consideration^(3)^ | | | — | | **** | 810 | | — | | |||
| Gain on sale of subsidiary^(4)^ | | | | | — | | | (402) | | | (6,923) | |
| Transaction costs^(6)^ | | | | | 1,607 | | | — | | | 1,607 | |
| Consolidated Adjusted EBITDA | | | $ | 123,077 | | $ | 460,911 | | $ | 291,975 | |
All values are in US Dollars.
Note: See “Notes to Non-GAAP Financial Tables” for the footnotes to this ArcBest Corporation – Consolidated Adjusted EBITDA non-GAAP table.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Nine Months Ended | | |||||||
| | | September 30 | | September 30 | | |||||||
| | 2022 | | 2021 | | 2022 | | 2021 | | ||||
| Asset-Light Adjusted EBITDA | | (Unaudited) | | |||||||||
| | | ( thousands) | | |||||||||
| ArcBest | | | | | | | | | | | | |
| Operating Income | | | $ | 10,182 | | $ | 63,979 | | $ | 33,574 | | |
| Depreciation and amortization^(12)^ | | | | | 2,352 | | | 15,720 | | | 7,104 | |
| Change in fair value of contingent consideration^(3)^ | | | | | — | | | 810 | | | — | |
| Gain on sale of subsidiary^(4)^ | | | | | — | | | (402) | | | (6,923) | |
| Adjusted EBITDA | | | $ | 12,534 | | $ | 80,107 | | $ | 33,755 | | |
| | | | | |||||||||
| FleetNet | | | | |||||||||
| Operating Income | | | $ | 1,269 | | $ | 4,190 | | $ | 3,430 | | |
| Depreciation and amortization^(12)^ | | | | | 413 | | | 1,350 | | | 1,241 | |
| Adjusted EBITDA | | | $ | 1,682 | | $ | 5,540 | | $ | 4,671 | | |
| | | | | |||||||||
| Total Asset-Light | | | | | | | | | | | | |
| Operating Income | | | $ | 11,451 | | $ | 68,169 | | $ | 37,004 | | |
| Depreciation and amortization^(12)^ | | | | | 2,765 | | | 17,070 | | | 8,345 | |
| Change in fair value of contingent consideration^(3)^ | | | | | — | | | 810 | | | — | |
| Gain on sale of subsidiary^(4)^ | | | | | — | | | (402) | | | (6,923) | |
| Adjusted EBITDA | | | $ | 14,216 | | $ | 85,647 | | $ | 38,426 | |
All values are in US Dollars.
Note: See “Notes to Non-GAAP Financial Tables” for the footnotes to this Asset-Light Adjusted EBITDA non-GAAP table.
12
ARCBEST CORPORATION
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES – Continued
Notes to Non-GAAP Financial Tables
The following footnotes apply to the non-GAAP financial tables presented in this press release.
| 1) | Represents costs associated with the freight handling pilot test program at ABF Freight and initiatives to optimize our performance through technological innovation, including costs related to our investment in human-centered remote operation software. |
|---|---|
| 2) | Represents the amortization of acquired intangible assets related to the November 1, 2021 acquisition of MoLo and previously acquired businesses in the ArcBest segment. |
| --- | --- |
| 3) | Represents change in fair value of the contingent consideration recorded for the MoLo acquisition. The liability for contingent consideration is remeasured at each quarterly reporting date, and any change in fair value as a result of the recurring assessments is recognized in operating income. The contingent consideration for the MoLo acquisition will be paid based on achievement of certain targets of adjusted earnings before interest, taxes, depreciation, and amortization, as adjusted for certain items pursuant to the merger agreement, for years 2023 through 2025. |
| --- | --- |
| 4) | Gain relates to the sale of the labor services portion of the ArcBest segment’s moving business in May 2021, including the contingent amount recognized in second quarter 2022 when the funds were released from escrow. |
| --- | --- |
| 5) | Represents a one-time, noncash charge for enhancements to our nonunion vacation policy which were effective third quarter 2022. |
| --- | --- |
| 6) | Represents costs associated with the acquisition of MoLo. |
| --- | --- |
| 7) | Represents recognition of the tax impact for the vesting of share-based compensation. |
| --- | --- |
| 8) | Represents the amounts recorded in third quarter 2022 related to prior periods due to the August 2022 retroactive reinstatement of the alternative fuel tax credit. The amount for the nine months ended September 30, 2022 relates to the tax credit for the year ended December 31, 2021. The amount for the three months ended September 30, 2022 relates to the tax credit for 2021 and the six months ended June 30, 2022. |
| --- | --- |
| 9) | Non-GAAP amounts are calculated in total and may not foot due to rounding. |
| --- | --- |
| 10) | Represents costs associated with the freight handling pilot test program at ABF Freight. |
| --- | --- |
| 11) | Tax rate for total “Amounts on GAAP basis” represents the effective tax rate. The tax effects of non-GAAP adjustments are calculated based on the statutory rate applicable to each item based on tax jurisdiction, unless the nature of the item requires the tax effect to be estimated by applying a specific tax treatment. |
| --- | --- |
| 12) | Includes amortization of intangibles associated with acquired businesses. |
| --- | --- |
13
ARCBEST CORPORATION
OPERATING STATISTICS
| | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Nine Months Ended | | ||||||||||||
| | | September 30 | | September 30 | | ||||||||||||
| | **** | 2022 | **** | 2021 | **** | % Change | **** | 2022 | **** | 2021 | **** | % Change | | ||||
| | | (Unaudited) | | ||||||||||||||
| Asset-Based | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| Workdays | **** | | 64.0 | | 64.0 | | | | 191.0 | | 190.5 | | | | |||
| | | | | | | | | | | | | | | | | | |
| Billed Revenue^(1)^ / CWT | | $ | 46.42 | | $ | 41.79 | 11.1% | | $ | 45.32 | | $ | 38.95 | 16.4% | | ||
| | | | | | | | | | | | | | | | | | |
| Billed Revenue^(1)^ / Shipment | | $ | 611.70 | | $ | 542.38 | 12.8% | | $ | 608.03 | | $ | 511.43 | 18.9% | | ||
| | | | | | | | | | | | | | | | | | |
| Shipments | | **** | 1,284,991 | | 1,249,645 | 2.8% | | **** | 3,789,074 | | 3,716,852 | 1.9% | | ||||
| | | | | | | | | | | | | | | | | | |
| Shipments / Day | | **** | 20,078 | | 19,526 | 2.8% | | **** | 19,838 | | 19,511 | 1.7% | | ||||
| | | | | | | | | | | | | | | | | | |
| Tonnage (Tons) | | **** | 846,613 | | 810,982 | 4.4% | | **** | 2,541,710 | | 2,440,214 | 4.2% | | ||||
| | | | | | | | | | | | | | | | | | |
| Tons / Day | | **** | 13,228 | | 12,672 | 4.4% | | **** | 13,307 | | 12,810 | 3.9% | | ||||
| | | | | | | | | | | | | | | | | | |
| Pounds / Shipment | | **** | 1,318 | | 1,298 | | 1.5% | | | 1,342 | | 1,313 | | 2.2% | | ||
| | | | | | | | | | | | | | | | | | |
| Average Length of Haul (Miles) | | **** | 1,100 | | 1,098 | 0.2% | | **** | 1,092 | | 1,099 | (0.6%) | | ||||
| | | | | | | | | | | | | | | | | | |
| 1) | Revenue for undelivered freight is deferred for financial statement purposes in accordance with the Asset-Based segment revenue recognition policy. Billed revenue used for calculating revenue per hundredweight measurements has not been adjusted for the portion of revenue deferred for financial statement purposes. |
|---|
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year Over Year % Change | ||||
| | | Three Months Ended | Nine Months Ended | |||
| | **** | September 30, 2022 | September 30, 2022 | |||
| | | (Unaudited) | ||||
| ArcBest^(2)^ | | | | | | |
| | | | | | | |
| Revenue / Shipment | | | (2.0%) | | | 14.3% |
| | | | | | | |
| Shipments / Day | | | 73.2% | | | 77.1% |
| 2) | Statistical data for the three and nine months ended September 30, 2022 includes the operations of MoLo, which was acquired on November 1, 2021. Statistical data related to managed transportation solutions transactions is not included in the presentation of operating statistics for the ArcBest segment for the periods presented. |
|---|
14
Exhibit 99.2
ArcBest^®^ is providing this exhibit as supplemental information to its scheduled conference call and the press release announcing the Company’s unaudited third quarter 2022 results filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K. Certain statements and information in this exhibit may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Refer to the “Forward-Looking Statements” disclosure at the end of this exhibit.
Non-GAAP Financial Measures
ArcBest reports its financial results in accordance with generally accepted accounting principles (“GAAP”); however, this exhibit includes certain non-GAAP information. Refer to the discussion of non-GAAP information included in Item 2.02 of the Current Report on Form 8-K to which this exhibit is included for further information, including reference to reconciliations of GAAP to non-GAAP financial measures provided by the Company.
Summary Operating and Financial Impacts
ArcBest Consolidated
On a preliminary basis, October 2022 consolidated revenues grew approximately 18% on a per day basis compared to October 2021. The consolidated revenue growth in October 2022 benefited from the acquisition of MoLo Solutions, LLC (“MoLo”).
4Q’22 – Projected Other Items
| ● | Projected Innovative Technology Costs in “Other and eliminations” related to our freight handling pilot program and human-centered remote and automated operations, in connection with our investment in Phantom Auto (non-GAAP reconciling item): $4 million vs. $2 million in 4Q’21 |
|---|---|
| ● | Loss in “Other and eliminations” (non-GAAP basis which excludes Projected Innovative Technology Costs): $7 million vs. $4 million in 4Q’21 |
| --- | --- |
| ● | Interest Expense, net of Interest Income: $1 million vs. $2 million in 4Q’21 |
| --- | --- |
FY’22 – Projected Other Items
| ● | Projected Innovative Technology Costs in “Other and eliminations” related to our freight handling pilot program and human-centered remote and automated operations, as recently announced in connection with our investment in Phantom Auto (non-GAAP reconciling item): $13 million vs. $5 million in 2021 |
|---|---|
| ● | Loss in “Other and eliminations” (non-GAAP basis which excludes Projected Innovative Technology Costs and other items): $24 million vs. $19 million in 2021 |
| --- | --- |
| ● | Interest Expense, net of Interest Income: $5 million vs. $8 million in 2021 |
| --- | --- |
ArcBest Consolidated Capital Expenditures
FY’22 – Projected
| ● | Total Net Capital Expenditures, including financed equipment: $200 million to $210 million (lowered from the previously estimated range of $240 million to $250 million due to shifts in expected timing of equipment related to manufacturers’ delays and shifts in the timing of real estate projects) |
|---|---|
| ● | Includes revenue equipment purchases (majority for Asset-Based) of $105 million |
| --- | --- |
| ● | Includes real estate expenditures (majority for Asset-Based) of $30 million to $40 million |
| --- | --- |
| ● | The remaining amount of capital expenditures includes items related to technology and miscellaneous dock equipment upgrades and enhancements |
| --- | --- |
1
| ● | Depreciation and amortization costs on property, plant and equipment: $125 million to $130 million |
|---|---|
| ● | Intangible asset amortization, primarily reflecting purchase accounting amortization related to the MoLo acquisition: $13 million |
| --- | --- |
Asset-Based Segment
3Q’22 Year-over-Year Yield Metrics
| ● | Billed Rev/Cwt on LTL-rated freight, excluding fuel surcharges, increased by a percentage in the high single digits |
|---|---|
| ● | Average price increase on contract renewals and deferred pricing agreements negotiated during 3Q’22: +6.9% |
| --- | --- |
Year-over-Year Monthly Total Daily Business Trends
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | **** | July 2022 | **** | August 2022 | **** | September 2022 | **** | October 2022^(1)(2)^ | **** | ||||
| | | | | | | | | | | | | | |
| Billed Revenue/Day^(3)^ | | | +19.0 | % | | +18.4 | % | | +10.9 | % | | +6 | % |
| Total Tons/Day | | **** | +7.0 | % | +8.0 | % | **** | -1.3 | % | -4 | % | ||
| Total Shipments/Day | | **** | +0.8 | % | +5.0 | % | **** | +2.6 | % | +1 | % |
| 1) | Statistics for the full month of October 2022 have not been finalized and are preliminary. |
|---|---|
| 2) | There will be 21.0 workdays in October 2022 and there were 21.0 workdays in October 2021, and 61.0 workdays in 4Q’22 and 61.5 workdays in 4Q’21. |
| --- | --- |
| 3) | Revenue for undelivered freight is deferred for financial statement purposes in accordance with the Asset-Based segment revenue recognition policy. Billed revenue per day has not been adjusted for the portion of revenue deferred for financial statement purposes. |
| --- | --- |
October 2022 Business Update
See tables above for October 2022 revenue, tonnage and shipment metric comparisons.
Statistics for October 2022 have not been finalized. Preliminary Asset-Based financial metrics and business trends for October 2022, compared to the same period last year, are as follows:
| ● | Total Billed Revenue/CWT increased approximately 10% including higher fuel surcharge. |
|---|---|
| ● | Total Billed Revenue/Shipment increased approximately 4%. |
| --- | --- |
| ● | Total Weight/Shipment decreased approximately 5%. |
| --- | --- |
The October 2022 Asset-Based tonnage and shipment trends, including the year-over-year decrease in weight per shipment, have been impacted by changes in freight profile and business mix. LTL-rated business drove the revenue and shipment growth, which was partially offset by fewer heavier-weighted TL-rated shipments including a reduction in U-Pack household goods loads associated with changes in the housing market.
The sequential change from September to October 2022 in core LTL-rated tonnage and shipments is in-line with the historical average, and weight per shipment is increasing. The sequential change in total tonnage is running below the historical average, impacted by lower truckload-rated business levels in the Asset-Based network.
The pricing environment continues to be rational as the revenue per hundredweight increase in October 2022 followed a 19% increase in October 2021 versus October 2020.
2
Excluding periods impacted by the pandemic, the average sequential change in ArcBest’s Asset-Based operating ratio from the third quarter to the fourth quarter during the prior ten years has been an increase of 100 to 500 basis points, with the higher end of the range experienced during declining economic environments.
4Q’22 Other Items
| ● | Projected Innovative Technology Costs in our Asset-Based business associated with the freight handling pilot test program at ABF Freight (non-GAAP reconciling item): $6 million vs. $6 million in 4Q’21 |
|---|
Asset-Light ArcBest Operating Segment [Excluding FleetNet]
3Q’22 and October 2022 Monthly Total Daily Business Trends
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | **** | July 2022^(1)^ | **** | August 2022^(1)^ | **** | September 2022^(1)^ | **** | October 2022^(1)(2)(3)^ | **** | ||||
| | | | | | | | | | | | | | |
| Revenue/Day (Year-over-Year) | | | +84.9 | % | | +66.9 | % | | +57.3 | % | | +40 | % |
| Purchased Transportation Expense as a % of Revenue | | **** | 82.7 | % | 83.2 | % | **** | 81.9 | % | 83 | % |
| 1) | Includes revenue of the acquired MoLo business which was effective on November 1, 2021. |
|---|---|
| 2) | Statistics for the full month of October 2022 have not been finalized and are preliminary. |
| --- | --- |
| 3) | There will be 21.0 workdays in October 2022 and there were 21.0 workdays in October 2021, and 61.0 workdays in 4Q’22 and 61.5 workdays in 4Q’21. |
| --- | --- |
| ● | Comparisons to prior year metrics were affected by the acquired operations of MoLo. Beginning November 1, 2022, the prior year comparison will include MoLo. |
|---|---|
| ● | Year-over-year revenue per day growth and purchased transportation expense as a percentage of revenue reflect continued market softness combined with business mix changes. |
| --- | --- |
3
Additional Detailed Information
Asset-Based Segment
Annual Union Profit-Sharing Bonus
As provided in ABF Freight’s current Teamster labor contract, for the full years of 2019 through 2022, ABF Freight’s Teamster employees are eligible for an annual profit-sharing bonus, as shown in the following table. The operating ratio (“OR”) used to calculate the bonus amount is on a GAAP basis. The potential bonus would be based on full-year union employee earnings. While impacted by business and associated labor levels which are subject to change, the estimate of one percent of the annual earnings for the ABF Freight union employees who are eligible for this benefit approximates $5.5 million - $6 million of union bonus expense.
During years in which ArcBest’s internal forecasts indicate an expectation of paying the union bonus, we will accrue for this expense throughout the year, generally in proportion of the quarterly results as a percentage of the annual projection. As we do not provide public updates on our projected operating ratio or our expectations for paying the union bonus, any details of amounts accrued will not be provided. If financial models reflect an operating ratio that meets the payout thresholds shown below, ArcBest encourages analysts to include expenses for the union bonus in quarterly and annual earnings per share projections for the company.
| ABF Freight Published Annual OR (GAAP basis) | Bonus Amount |
|---|---|
| 95.1 to 96.0 | 1% |
| 93.1 to 95.0 | 2% |
| 93.0 and below | 3% |
4
ArcBest Consolidated
Tax Rate
ArcBest’s third quarter 2022 effective GAAP tax rate was 22.7%. The “Effective Tax Rate Reconciliation” table of ArcBest’s third quarter 2022 earnings press release in Exhibit 99.1 shows the reconciliation of GAAP to non-GAAP effective tax rates. The effective tax rate used to calculate the third quarter 2022 non-GAAP EPS was 26.3%. Under the current tax laws, we expect our fourth quarter 2022 non-GAAP tax rate to be comparable to the rate in the third quarter 2022, which may be impacted by discrete items that could occur in the fourth quarter.
“Other and eliminations” within Operating Income on the Operating Segment Data and Operating Ratios statement
The “Other and eliminations” line includes expenses related to shared services for the delivery of comprehensive transportation and logistics services to ArcBest’s customers, as well as investments in ArcBest technology and innovation. Shared services represent costs incurred to support all segments including sales, yield, customer service, marketing, capacity sourcing functions, human resources, financial services, information technology, legal and other company-wide services. Shared services are primarily allocated to the reporting segments based upon resource utilization-related metrics, such as shipment levels, and therefore fluctuate with business levels. As a result, the loss in “Other and eliminations” tends to be higher in periods when business levels are lower and, consequently, allocations to operating segments are lower, which is typically during the first and fourth quarters of the year; however, our quarterly shipment levels have not been following historical patterns in recent years. Other factors, including the state of the U.S. and global economies, the impact of adverse events or conditions, available capacity in the market, and the impact of yield initiatives may influence quarterly business levels. Furthermore, the acquisition of MoLo resulted in increased ArcBest Asset-Light segment shipment levels for the first, second and third quarters of 2022, compared to the same periods of 2021.
“Other, net” line within Other Income (Costs) on the Consolidated Statements of Operations
The “Other, net” line of ArcBest’s income statement primarily includes the costs associated with postretirement plans and changes in cash surrender value of life insurance. After excluding non-GAAP reconciling items detailed in the table below, ArcBest expects the 2022 non-GAAP “Other, net” expense to approximate the 2021 expense.
Changes in cash surrender value of life insurance included a decrease of $0.2 million and $3.7 million for the three and nine months ended September 30, 2022, respectively, compared to an increase of $0.4 million and $2.9 million, respectively, for the same prior-year periods. The assets underlying the cash surrender value are invested much like pension plan assets and are impacted by market changes. ArcBest excludes changes in cash surrender value when presenting non-GAAP net income and EPS.
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | **** | Three Months Ended | | Nine Months Ended | **** | ||||||||
| | | September 30 | | September 30 | | ||||||||
| | 2022 | 2021 | 2022 | 2021 | |||||||||
| | (in millions) | | |||||||||||
| Other, net | | | | | | | | | | | | | |
| Amounts on GAAP basis - income (costs) | | $ | (0.2) | | $ | 0.3 | | $ | (3.8) | | $ | 2.6 | |
| Non-GAAP Adjustments: | | | | | | | | | | | | | |
| Life insurance proceeds and gains in cash surrender value^(1)^ | | **** | 0.2 | | (0.4) | | **** | 3.7 | | (2.9) | | ||
| Non-GAAP amounts - income (costs) | | $ | — | | $ | (0.1) | | $ | (0.1) | | $ | (0.3) | |
| 1) | Amounts in parentheses indicate gains. |
|---|
5
Forward-Looking Statements
The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Certain statements and information in this exhibit may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements regarding (i) our expectations about our intrinsic value or our prospects for growth and value creation and (ii) our financial outlook, position, strategies, goals, and expectations. Terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “foresee,” “intend,” “may,” “plan,” “predict,” “project,” “scheduled,” “should,” “would,” and similar expressions and the negatives of such terms are intended to identify forward-looking statements. These statements are based on management’s beliefs, assumptions, and expectations based on currently available information, are not guarantees of future performance, and involve certain risks and uncertainties (some of which are beyond our control). Although we believe that the expectations reflected in these forward-looking statements are reasonable as and when made, we cannot provide assurance that our expectations will prove to be correct. Actual outcomes and results could materially differ from what is expressed, implied, or forecasted in these statements due to a number of factors, including, but not limited to: the effects of widespread outbreak of an illness or disease, including the COVID-19 pandemic, or any other public health crisis, as well as regulatory measures implemented in response to such events; external events which may adversely affect us or the third parties who provide services for us, for which our business continuity plans may not adequately prepare us, including acts of war or terrorism or military conflicts; a failure of our information systems, including disruptions or failures of services essential to our operations or upon which our information technology platforms rely, data breach, and/or cybersecurity incidents; interruption or failure of third-party software or information technology systems or licenses; untimely or ineffective development and implementation of, or failure to realize potential benefits associated with, new or enhanced technology or processes, including the pilot test program at ABF Freight; the loss or reduction of business from large customers; the ability to manage our cost structure, and the timing and performance of growth initiatives; the cost, integration, and performance of any recent or future acquisitions, including the acquisition of MoLo Solutions, LLC, and the inability to realize the anticipated benefits of the acquisition within the expected time period or at all; market fluctuations and interruptions affecting the price of our stock or the price or timing of our share repurchase programs; maintaining our corporate reputation and intellectual property rights; nationwide or global disruption in the supply chain increasing volatility in freight volumes; competitive initiatives and pricing pressures; increased prices for and decreased availability of new revenue equipment, decreases in value of used revenue equipment, and higher costs of equipment-related operating expenses such as maintenance, fuel, and related taxes; availability of fuel, the effect of volatility in fuel prices and the associated changes in fuel surcharges on securing increases in base freight rates, and the inability to collect fuel surcharges; relationships with employees, including unions, and our ability to attract, retain, and develop employees; unfavorable terms of, or the inability to reach agreement on, future collective bargaining agreements or a workforce stoppage by our employees covered under ABF Freight’s collective bargaining agreement; union employee wages and benefits, including changes in required contributions to multiemployer plans; availability and cost of reliable third-party services; our ability to secure independent owner operators and/or operational or regulatory issues related to our use of their services; litigation or claims asserted against us; governmental regulations; environmental laws and regulations, including emissions-control regulations; default on covenants of financing arrangements and the availability and terms of future financing arrangements; self-insurance claims and insurance premium costs; potential impairment of goodwill and intangible assets; general economic conditions and related shifts in market demand that impact the performance and needs of industries we serve and/or limit our customers’ access to adequate financial resources; increasing costs due to inflation; seasonal fluctuations and adverse weather conditions; and other financial, operational, and legal risks and uncertainties detailed from time to time in ArcBest Corporation’s public filings with the Securities and Exchange Commission (the “SEC”).
For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.
6
Exhibit 99.3
| 3Q’22<br>Earnings<br>Presentation |
|---|
| Forward Looking Statements<br>2<br>Certain statements and information in this presentation may constitute “forward<br>-<br>looking statements” within the meaning of the Pr<br>ivate Securities Litigation Reform Act of 1995, including, among others, statements<br>regarding (<br>i<br>) our expectations about our intrinsic value or our prospects for growth and value creation and (ii) our financial outlook, p<br>osi<br>tion, strategies, goals, and expectations. Terms such as “anticipate,” “believe,”<br>“could,” “estimate,” “expect,” “forecast,” “foresee,” “intend,” “may,” “plan,” “predict,” “project,” “scheduled,” “should,” “<br>wou<br>ld,” and similar expressions and the negatives of such terms are intended to identify forward<br>-<br>looking statements. These statements are based on management’s beliefs, assumptions, and expectations based on currently avai<br>lab<br>le information, are not guarantees of future performance, and involve certain<br>risks and uncertainties (some of which are beyond our control). Although we believe that the expectations reflected in these<br>for<br>ward<br>-<br>looking statements are reasonable as and when made, we cannot provide<br>assurance that our expectations will prove to be correct. Actual outcomes and results could materially differ from what is ex<br>pre<br>ssed, implied, or forecasted in these statements due to a number of factors, including,<br>but not limited to: the effects of widespread outbreak of an illness or disease, including the COVID<br>-<br>19 pandemic, or any other p<br>ublic health crisis, as well as regulatory measures implemented in response to such<br>events; external events which may adversely affect us or the third parties who provide services for us, for which our busines<br>s c<br>ontinuity plans may not adequately prepare us, including acts of war or terrorism or<br>military conflicts; a failure of our information systems, including disruptions or failures of services essential to our oper<br>ati<br>ons or upon which our information technology platforms rely, data breach, and/or cybersecurity<br>incidents; interruption or failure of third<br>-<br>party software or information technology systems or licenses; untimely or ineffectiv<br>e development and implementation of, or failure to realize potential benefits associated with,<br>new or enhanced technology or processes, including the pilot test program at ABF Freight; the loss or reduction of business f<br>rom<br>large customers; the ability to manage our cost structure, and the timing and<br>performance of growth initiatives; the cost, integration, and performance of any recent or future acquisitions, including the<br>ac<br>quisition of<br>MoLo<br>Solutions, LLC, and the inability to realize the anticipated benefits of the<br>acquisition within the expected time period or at all; market fluctuations and interruptions affecting the price of our stock<br>or<br>the price or timing of our share repurchase programs; maintaining our corporate reputation<br>and intellectual property rights; nationwide or global disruption in the supply chain increasing volatility in freight volume<br>s;<br>competitive initiatives and pricing pressures; increased prices for and decreased availability of<br>new revenue equipment, decreases in value of used revenue equipment, and higher costs of equipment<br>-<br>related operating expenses su<br>ch as maintenance, fuel, and related taxes; availability of fuel, the effect of<br>volatility in fuel prices and the associated changes in fuel surcharges on securing increases in base freight rates, and the<br>ina<br>bility to collect fuel surcharges; relationships with employees, including unions, and our<br>ability to attract, retain, and develop employees; unfavorable terms of, or the inability to reach agreement on, future colle<br>cti<br>ve bargaining agreements or a workforce stoppage by our employees covered under ABF<br>Freight’s collective bargaining agreement; union employee wages and benefits, including changes in required contributions to<br>mul<br>tiemployer plans; availability and cost of reliable third<br>-<br>party services; our ability to<br>secure independent owner operators and/or operational or regulatory issues related to our use of their services; litigation o<br>r c<br>laims asserted against us; governmental regulations; environmental laws and regulations,<br>including emissions<br>-<br>control regulations; default on covenants of financing arrangements and the availability and terms of future<br>financing arrangements; self<br>-<br>insurance claims and insurance premium costs; potential<br>impairment of goodwill and intangible assets; general economic conditions and related shifts in market demand that impact the<br>pe<br>rformance and needs of industries we serve and/or limit our customers’ access to<br>adequate financial resources; increasing costs due to inflation; seasonal fluctuations and adverse weather conditions; and ot<br>her<br>financial, operational, and legal risks and uncertainties detailed from time to time in<br>ArcBest Corporation’s public filings with the Securities and Exchange Commission (the “SEC”).<br>For additional information regarding known material factors that could cause our actual results to differ from our projected<br>res<br>ults, please see our filings with the SEC, including our Annual Report on Form 10<br>-<br>K,<br>Quarterly Reports on Form 10<br>-<br>Q, and Current Reports on Form 8<br>-<br>K.<br>Readers are cautioned not to place undue reliance on forward<br>-<br>looking statements, which speak only as of the date hereof. We unde<br>rtake no obligation to publicly update or revise any forward<br>-<br>looking statements after<br>the date they are made, whether as a result of new information, future events, or otherwise. |
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| 3<br>Accelerating<br>growth through a<br>customer focus<br>and investment<br>in people,<br>solutions and<br>technology<br>–<br>generating<br>enhanced<br>shareholder<br>value<br>1<br>2<br>3<br>More Balanced<br>Business Mix<br>Accelerate<br>Asset<br>-<br>Light growth<br>Continue to grow<br>Asset<br>-<br>Based business<br>Optimize Cost<br>Structure<br>Advance adoption of<br>innovative technologies<br>Expand Revenue<br>Opportunities<br>Deepen customer relationships<br>Secure new customers<br>ArcBest Announces Solid<br>Third Quarter 2022 Results<br>–<br>Supporting Proven Three<br>-<br>Point Strategy |
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| STRENGTH OF OUR CUSTOMER<br>-<br>FOCUSED STRATEGY<br>4<br>Customer Need<br>Our Strength<br>Flexible<br>supply chain solutions<br>Broad suite of logistics solutions<br>with integrated and seamless<br>access to services<br>Strength in Action<br>Someone who<br>knows them and<br>their business<br>Dedicated experts to tackle<br>tough<br>challenges<br>Visibility into their<br>supply chain<br>Proactive<br>communications<br>>75% of revenue comes from customers who are<br>engaged digitally<br>Commitment<br>to<br>sustainability and<br>advancing DE&I<br>Long history of good corporate<br>citizenship and industry<br>-<br>leading<br>ESG<br>•<br>AA MSCI Rating<br>•<br>Bronze EcoVadis Rating<br>•<br>Piloting electric trucks<br>and use of solar panels<br>>90% of our Top 50<br>customers are<br>cross<br>-<br>sold<br>32% of our accounts were<br>cross<br>-<br>sold (TTM thru August)<br>compared to 17% in 2012<br>>60% of our asset<br>-<br>light customers<br>also use ABF<br>Among best in industry for<br>knowledgeable and helpful<br>sales representatives<br>according to<br>Mastio<br>#14 for Employee Training and Development<br>in Training Magazine’s APEX award<br>–<br>13th<br>consecutive year to be recognized<br>•<br>Forbes Best Employer for Diversity<br>•<br>Comparably Best Large Companies for Women<br>•<br>Recruiting neurodiverse talent through<br>partnership with Integrate |
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| STRONG PERFORMANCE ENABLES INVESTMENT FOR GROWTH<br>5<br>INVESTMENT IN:<br>People<br>Solutions<br>Technology<br>Future Growth<br>Double<br>-<br>Digit<br>Revenue Growth<br>YOY daily revenue growth in<br>Asset<br>-<br>Based 16% and<br>Asset<br>-<br>Light 63% segments<br>Facility<br>Upgrades &<br>Expansions<br>Investments to enable<br>growth and improve<br>employee experience<br>One<br>-<br>year anniversary<br>of MoLo acquisition<br>–<br>on track for previously<br>shared financial goals<br>Truckload<br>Solutions<br>Technology<br>&<br>Innovation<br>Partnership with<br>Phantom Auto progressing<br>well with customer pilots<br>scheduled in 4Q’22 |
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| STRONG PERFORMANCE ENABLES INVESTMENT FOR GROWTH<br>6<br>Customers continue to choose ArcBest as their<br>preferred partner for solving complex logistics<br>challenges...<br>....and positioning us for the future<br>....Transforming<br>our business to<br>better align with<br>our customer<br>needs<br>82%<br>55%<br>18%<br>45%<br>2012<br>YTD'22<br>Asset-Based<br>Asset-Light<br>Asset<br>-<br>Based / Asset<br>-<br>Light<br>Mix Over Time<br>0%<br>2%<br>4%<br>6%<br>8%<br>10%<br>12%<br>14%<br>16%<br>18%<br>20%<br>Revenue CAGR (2012<br>-<br>2021)<br>ArcBest Asset Light<br>Market*<br>+17.5%<br>+9.5%<br>>$5B<br>Asset Light spend among our loyal,<br>non<br>-<br>price sensitive customers<br>•<br>Serve large markets with nearly $500B opportunity<br>•<br>Continue going deeper with customers<br>–<br>cross<br>-<br>sold<br>customers<br>up 20% YoY<br>•<br>Continued focus on reaching $7B<br>-<br>$8B in revenue by 2025<br>*Market stats derived from Armstrong & Associates, US Department of Commerce and ArcBest management estimates |
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| $1.4B<br>Revenue<br>33% per<br>day YOY<br>(1)<br>$131.1M<br>Non<br>-<br>GAAP<br>Operating Income<br>(2)<br>33% YOY<br>(1)<br>$3.80/diluted share<br>Non<br>-<br>GAAP Net Income<br>(2)<br>43% YOY<br>(1)<br>Key<br>Metrics<br>Q3 2022<br>7<br>ARCBEST<br>CONSOLIDATED<br>1)<br>Third quarter 2022 comparisons are to third quarter 2021.<br>2)<br>See non<br>-<br>GAAP reconciliation in the Additional<br>Information section of this presentation.<br>3)<br>Trailing twelve months ending September 30, 2022<br>4)<br>As of September 30, 2022<br>SOLID<br>FINANCIAL POSITION<br>•<br>TTM<br>EBITDA<br>(2)<br>:<br>$590M<br>(3)<br>•<br>Liquidity:<br>$541M<br>(4)<br>•<br>Net Cash:<br>$48M<br>(4) |
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| $791.5M<br>Revenue<br>16% per day<br>YOY<br>(1)<br>$116.6M<br>Non<br>-<br>GAAP Operating Income<br>(1)<br>29% YOY<br>(1)<br>85.3%<br>Non<br>-<br>GAAP Operating Ratio<br>(2)<br>140 bps YOY<br>improvement<br>(1)<br>Daily<br>Tonnage<br>4.4%<br>YOY<br>(1)<br>Daily<br>Shipments<br>2.8%<br>YOY<br>(1)<br>Total Billed<br>Rev/Cwt<br>11.1%<br>YOY<br>(1)<br>6.9%<br>Average Increase on<br>Contract Renewals<br>and Deferred Pricing<br>Agreements<br>Key<br>Metrics<br>Q3 2022<br>8<br>ASSET<br>-<br>BASED<br>1)<br>Third quarter 2022 comparisons are to third quarter<br>2021.<br>2)<br>See non<br>-<br>GAAP reconciliation in the Additional<br>Information section of this presentation. |
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| Key<br>Metrics<br>OCTOBER 2022<br>9<br>Daily Billed<br>Revenue<br>Total Billed<br>Rev/CWT<br>ASSET<br>-<br>BASED<br>Daily<br>Tonnage<br>Daily<br>Shipments<br>6% YOY<br>(1)<br>4% YOY<br>(1)<br>1% YOY<br>(1)<br>10% YOY<br>(1)<br>Total Billed<br>Rev/Shipment<br>4% YOY<br>(1)<br>Total<br>Weight/Shipment<br>5% YOY<br>(1)<br>OCTOBER 2022<br>PRELIMINARY<br>1)<br>October 2022 comparisons are to October 2021. |
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| Key<br>Metrics<br>Q3 2022<br>10<br>ASSET<br>-<br>LIGHT<br>(1)<br>OCTOBER 2022 PRELIMINARY YOY<br>(4)<br>Daily Revenue<br>1)<br>The ArcBest and<br>FleetNet<br>reportable segments,<br>combined, represent Asset<br>-<br>Light operations.<br>2)<br>Third quarter 2022 comparisons are to third quarter<br>2021.<br>3)<br>See non<br>-<br>GAAP reconciliation in the Additional<br>Information section of this presentation.<br>4)<br>Asset<br>-<br>Light ArcBest Operating Segment, excluding<br>FleetNet<br>..<br>October<br>2022 comparisons are to October<br>2021.<br>40% YOY<br>$604.5M<br>Revenue<br>63% per day<br>YOY<br>(2)<br>$19.9M<br>Non<br>-<br>GAAP Operating Income<br>(3)<br>61% YOY<br>(2)<br>$21.8M<br>Adjusted EBITDA<br>(3)<br>53% YOY<br>(2) |
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| 11<br>BALANCED APPROACH TO CAPITAL ALLOCATION<br>1)<br>As of September 30, 2022.<br>Strong business performance enables ArcBest to reinvest in the business and provide returns to<br>shareholders while maintaining a solid balance sheet and investment<br>-<br>grade credit metrics.<br>Reinvesting in the Business<br>Dividends & Share Repurchases<br>M&A Strategies<br>•<br>Expect 2022 Net Capital<br>Expenditures<br>of<br>$200M<br>-<br>$210M<br>•<br>Part of a multi<br>-<br>year investment plan for<br>equipment, real estate, innovation and<br>technology<br>—<br>structured for cost<br>optimization, revenue growth and<br>enhanced work environment<br>•<br>Share Repurchase Program:<br>•<br>Repurchased ~850K shares for $75M<br>year<br>-<br>to<br>-<br>date in 2022<br>(1)<br>•<br>Increased dividend by 50% in 2022<br>•<br>Accelerate progress toward strategic goals by adding<br>capabilities and scale to more effectively serve our<br>customers<br>•<br>Look for strong culture fit, experienced leadership<br>team and a pathway to return |
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| ARCBEST’S CUSTOMER<br>-<br>LED STRATEGY YIELDS RESULTS<br>12<br>>5x<br>Revenue per account<br>is over 5X higher on<br>cross<br>-<br>sold accounts<br>>4x<br>Profit per account is<br>over 4X higher on<br>cross<br>-<br>sold accounts<br>9%<br>Retention rates are 9 percentage points<br>higher on cross<br>-<br>sold accounts<br>>60%<br>Over 60% of our customers who use<br>asset<br>-<br>light services also utilize our<br>asset<br>-<br>based services<br>>75%<br>Over 75% of<br>revenue came<br>from digitally<br>connected<br>customers |
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| Three<br>-<br>Point Strategy Continues to Deliver<br>Shareholder Value & Drive Business Growth<br>13<br>1<br>2<br>3<br>More Balanced<br>Business Mix<br>Accelerate<br>Asset<br>-<br>Light growth<br>Continue to grow<br>Asset<br>-<br>Based business<br>Optimize Cost<br>Structure<br>Advance adoption of<br>innovative technologies<br>Expand Revenue<br>Opportunities<br>Deepen customer relationships<br>Secure new customers<br>ENHANCED<br>SHAREHOLDER<br>VALUE |
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| 14<br>Note: ArcBest Corporation reports its financial results in accordance with generally accepted accounting principles (“GAAP”)<br>.. H<br>owever,<br>management believes that certain non<br>-<br>GAAP performance measures utilized for internal analysis provides analysts, investors, and<br>others the<br>same information that we use internally for purposes of assessing our core operating performance and provides meaningful comp<br>ari<br>sons<br>between current and prior period results, as well as important information regarding performance trends. Accordingly, using t<br>hes<br>e measures<br>improves comparability in analyzing our performance because it removes the impact of items from operating results that, in ma<br>nag<br>ement's<br>opinion, do not reflect our core operating performance. Non<br>-<br>GAAP financial measures should be viewed in addition to, and not as<br>an alternative<br>for, our reported results. These financial measures should not be construed as better measurements than operating income, ope<br>rat<br>ing cash flow,<br>net income or earnings per share, as determined under GAAP.<br>Reconciliations of GAAP to<br>Non<br>-<br>GAAP Financial Measures<br>(Unaudited)<br>ADDITIONAL INFORMATION |
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| Reconciliations of GAAP to Non<br>-<br>GAAP Financial Measures<br>(Unaudited)<br>15<br>Three Months Ended<br>September 30<br>Millions ($000,000), except per share data<br>2022<br>2021<br>Operating Income<br>Amounts on GAAP basis<br>$<br>115.8<br>$<br>87.6<br>Innovative technology costs, pre<br>-<br>tax<br>(1)<br>10.1<br>8.3<br>Purchase accounting amortization, pre<br>-<br>tax<br>(2)<br>3.2<br>0.9<br>Nonunion vacation policy enhancement, pre<br>-<br>tax<br>(3)<br>2.1<br>-<br>Transaction costs, pre<br>-<br>tax<br>(4)<br>-<br>1.6<br>Non<br>-<br>GAAP amounts<br>(5)<br>$<br>131.1<br>$<br>98.4<br>Net Income<br>Amounts on GAAP basis<br>$<br>88.8<br>$<br>63.7<br>Innovative technology costs, after<br>-<br>tax (includes related financing costs)<br>(1)<br>7.6<br>6.2<br>Purchase accounting amortization, after<br>-<br>tax<br>(2)<br>2.4<br>0.7<br>Nonunion vacation policy enhancement, after<br>-<br>tax<br>(3)<br>1.5<br>-<br>Transaction costs, after<br>-<br>tax<br>(4)<br>-<br>1.2<br>Life insurance proceeds and changes in cash surrender value<br>0.2<br>(0.4)<br>Tax benefit from vested RSUs<br>(6)<br>(2.4)<br>(0.5)<br>Tax credits<br>(7)<br>(1.8)<br>-<br>Non<br>-<br>GAAP amounts<br>(5)<br>$<br>96.4<br>$<br>70.9<br>Diluted Earnings Per Share<br>Amounts on GAAP basis<br>$<br>3.50<br>$<br>2.38<br>Innovative technology costs, after<br>-<br>tax (includes related financing costs)<br>(1)<br>0.30<br>0.23<br>Purchase accounting amortization, after<br>-<br>tax<br>(2)<br>0.09<br>0.03<br>Nonunion vacation policy enhancement, after<br>-<br>tax<br>(3)<br>0.06<br>-<br>Transaction costs, after<br>-<br>tax<br>(4)<br>-<br>0.04<br>Life insurance proceeds and changes in cash surrender value<br>0.01<br>(0.01)<br>Tax benefit from vested RSUs<br>(6)<br>(0.09)<br>(0.02)<br>Tax credits<br>(7)<br>(0.07)<br>-<br>Non<br>-<br>GAAP amounts<br>(5)<br>$<br>3.80<br>$<br>2.65<br>1)<br>Represents costs associated with the freight handling pilot test program at ABF Freight and initiatives to optimize our perfo<br>rma<br>nce through technological innovation, including costs related to our<br>investment in human<br>-<br>centered remote operation software.<br>2)<br>Represents the amortization of acquired intangible assets related to the November 1, 2021 acquisition of<br>MoLo<br>and previously acquired businesses in the ArcBest segment.<br>3)<br>Represents a one<br>-<br>time, noncash charge for enhancements to our nonunion vacation policy which were effective third quarter 2022.<br>4)<br>Represents costs associated with the acquisition of<br>MoLo<br>..<br>5)<br>Non<br>-<br>GAAP amounts are calculated in total and may not foot due to rounding.<br>6)<br>Represents recognition of the tax impact for the vesting of share<br>-<br>based compensation.<br>7)<br>Represents the amounts recorded in third quarter 2022 related to 2021 and the six months ended June 30, 2022 due to the Augus<br>t 2<br>022 retroactive reinstatement of the alternative fuel tax credit.<br>ARCBEST CORPORATION<br>-<br>CONSOLIDATED |
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| Reconciliations of GAAP to Non<br>-<br>GAAP Financial Measures<br>(Unaudited)<br>16<br>1)<br>The ArcBest and<br>FleetNet<br>reportable segments, combined, represent Asset<br>-<br>Light operations. Adjusted EBITDA is a primary component of the financial covena<br>nts contained in ArcBest Corporation’s<br>Amended and Restated Credit Agreement. Management believes Adjusted EBITDA to be relevant and useful information, as EBITDA i<br>s a<br>standard measure commonly reported and widely used by<br>analysts, investors, and others to measure financial performance ability to service debt obligations. Furthermore, management<br>us<br>es Adjusted EBITDA as a key measure of performance and for<br>business planning. However, this non<br>-<br>GAAP measure should be viewed in addition to, and not as an alternative for, our reported r<br>esults. Other companies may calculate EBITDA differently; therefore,<br>our Adjusted EBITDA may not be comparable to similarly titled measures of other companies.<br>2)<br>Includes amortization of intangibles associated with acquired businesses.<br>3)<br>Adjusted EBITDA is calculated in total and may not foot due to rounding.<br>4)<br>Represents change in fair value of the contingent consideration recorded for the<br>MoLo<br>acquisition. The liability for contingent consideration is remeasured at each quarterly reporting date, and any<br>change in fair value as a result of the recurring assessments is recognized in operating income. As previously disclosed, con<br>tin<br>gent consideration for the<br>MoLo<br>acquisition will be paid based on<br>achievement of certain targets of adjusted earnings before interest, taxes, depreciation, and amortization, as adjusted for c<br>ert<br>ain items pursuant to the merger agreement, for years 2023 through 2025.<br>5)<br>Gain represents contingent amount recognized in second quarter 2022 when the funds were released from escrow related to the s<br>ale<br>of the labor services portion of the ArcBest segment’s moving<br>business in second quarter 2021.<br>6)<br>Transaction costs are associated with the acquisition of<br>MoLo<br>..<br>ASSET<br>-<br>LIGHT ADJUSTED EBITDA<br>(1)<br>Three Months Ended<br>September 30<br>2022<br>2021<br>Total Asset<br>-<br>Light<br>($ millions)<br>Operating Income<br>$<br>16.3<br>$<br>11.5<br>Depreciation and amortization<br>(2)<br>5.5<br>2.8<br>Adjusted EBITDA<br>(3)<br>$<br>21.8<br>$<br>14.2<br>CONSOLIDATED ADJUSTED EBITDA<br>(1)<br>Twelve Months Ended<br>September 30, 2022<br>($ millions)<br>Net Income<br>$<br>326.4<br>Interest and other related financing costs<br>7.7<br>Income tax provision<br>100.1<br>Depreciation and amortization<br>(2)<br>138.1<br>Amortization of share<br>-<br>based compensation<br>12.7<br>Change in fair value of contingent consideration<br>(4)<br>0.8<br>Gain on sale of subsidiary<br>(5)<br>(0.4)<br>Transaction costs<br>(6)<br>4.4<br>Consolidated Adjusted EBITDA<br>(3)<br>$<br>589.7 |
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| Reconciliations of GAAP to Non<br>-<br>GAAP Financial Measures<br>(Unaudited)<br>17<br>Three Months Ended<br>September 30<br>Millions ($000,000)<br>2022<br>2021<br>ASSET<br>-<br>BASED SEGMENT<br>Operating Income<br>Amounts on GAAP basis<br>$<br>109.3<br>86.2%<br>$<br>83.6<br>87.7%<br>Innovative technology costs, pre<br>-<br>tax<br>(1)<br>6.1<br>(0.8)<br>6.9<br>(1.0)<br>Nonunion vacation policy enhancement, pre<br>-<br>tax<br>(2)<br>1.2<br>(0.2)<br>-<br>-<br>Non<br>-<br>GAAP amounts<br>(3)<br>$<br>116.6<br>85.3%<br>$<br>90.5<br>86.7%<br>TOTAL ASSET<br>-<br>LIGHT<br>(4)<br>Operating Income<br>Amounts on GAAP basis<br>$<br>16.3<br>97.3%<br>$<br>11.5<br>96.9%<br>Purchase accounting amortization, pre<br>-<br>tax<br>(5)<br>3.2<br>(0.5)<br>0.9<br>(0.3)<br>Nonunion vacation policy enhancement, pre<br>-<br>tax<br>(2)<br>0.4<br>(0.1)<br>-<br>-<br>Non<br>-<br>GAAP amounts<br>(3)<br>$<br>19.9<br>96.7%<br>$<br>12.4<br>96.7%<br>1)<br>Represents costs associated with the freight handling pilot test program at ABF Freight.<br>2)<br>Represents a one<br>-<br>time, noncash charge for enhancements to our nonunion vacation policy which were effective third quarter 2022.<br>3)<br>Non<br>-<br>GAAP amounts are calculated in total and may not foot due to rounding.<br>4)<br>The ArcBest and<br>FleetNet<br>reportable segments, combined, represent Asset<br>-<br>Light operations.<br>5)<br>Represents the amortization of acquired intangible assets related to the November 1, 2021 acquisition of<br>MoLo<br>and previously acquired businesses in the ArcBest segment. |
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