June 30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM
CURRENT REPORT
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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 3, 2020, ArcBest® (Nasdaq: ARCB) (the “Company”) issued a press release announcing its unaudited third quarter 2020 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 and other information to be used in connection with the scheduled conference call to discuss the third quarter results is furnished as Exhibit 99.2 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 and the supplemental and other information in Exhibit 99.2 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”).
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
Exhibit No. | Description of Exhibit | |
99.1 | ||
99.2 | ||
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 3, 2020 | /s/ Michael R. Johns | |
Michael R. Johns | |||
Vice President – General Counsel | |||
and Corporate Secretary | |||
Exhibit 99.1

Investor Relations Contact: David Humphrey | |
Title: Vice President – Investor Relations | |
Phone: 479-785-6200 | |
Email: [email protected] | |
ArcBest® Announces Third Quarter 2020 Results
• | Third quarter 2020 revenue of $795.0 million, and net income of $29.4 million, or $1.11 per diluted share. On a non GAAP1 basis, third quarter 2020 net income was $32.4 million, or $1.22 per diluted share. |
•Improving business trends contribute to increased Asset-Based and Asset-Light profitability
FORT SMITH, Arkansas, November 3, 2020 — ArcBest® (Nasdaq: ARCB), a leader in supply chain logistics, today reported third quarter 2020 revenue of $795.0 million compared to third quarter 2019 revenue of $787.6 million. Third quarter 2020 operating income was $39.8 million compared to operating income of $31.2 million in the same period last year. Net income was $29.4 million, or $1.11 per diluted share, compared to third quarter 2019 net income of $16.3 million, or $0.62 per diluted share.
Excluding certain items in both periods as identified in the attached reconciliation tables, non-GAAP operating income was $45.8 million in third quarter 2020 compared to third quarter 2019 non-GAAP operating income of $38.1 million. On a non-GAAP basis, net income was $32.4 million, or $1.22 per diluted share, in third quarter 2020 compared to third quarter 2019 net income of $27.0 million, or $1.02 per diluted share.
At September 30, 2020, ArcBest’s consolidated cash and short-term investments, less debt, were $59 million net cash compared to the $41 million net cash position at June 30, 2020, reflecting an $18 million improvement during the third quarter.
“I am incredibly proud of our employees and how they have performed on behalf of customers as we navigate through the pandemic together,” said Judy R. McReynolds, chairman, president and CEO of ArcBest. “Throughout the third quarter and into October the ArcBest team, enabled by technology and assured capacity options, is providing much-needed flexibility to customer supply chains while also improving operational efficiency. Our company was built on strong customer relationships and it is our goal to ensure those customers are positioned well to succeed.”
Third Quarter Results of Operations Comparisons
Asset-Based
Third Quarter 2020 Versus Third Quarter 2019
| ● | Revenue of $561.9 million compared to $565.6 million, a per-day decrease of 1.4 percent. |
| ● | Total tonnage per day increase of 1.2 percent, with a mid-single-digit percentage increase in LTL-rated tonnage and a double-digit percentage decrease in TL-rated spot shipment tonnage moving in the Asset-Based network. |
| ● | Total shipments per day decrease of 3.0 percent. Total weight per shipment increase of 4.4 percent and an increase of 7.4 percent in LTL-rated weight per shipment impacted by third quarter freight mix changes. |
| ● | Total billed revenue per hundredweight decreased 1.8 percent and was negatively impacted by freight mix changes and lower fuel surcharges versus prior year. Excluding fuel surcharge, LTL-rated freight experienced a percentage decrease in the low-single digits. |
1
| ● | Operating income of $36.6 million and an operating ratio of 93.5 percent compared to the prior year quarter operating income of $31.7 million and an operating ratio of 94.4 percent. On a non-GAAP basis, operating income of $42.8 million and an operating ratio of 92.4 percent compared to the prior year quarter operating income of $38.5 million and an operating ratio of 93.2 percent. |
ArcBest’s Asset-Based business reflects the positive impact of an improving marketplace and sequential growth in shipments and tonnage compared to the second quarter. As business levels improved, labor and freight handling resources were added to handle the additional freight in order to sufficiently serve our customers’ needs. Operational costs were managed relative to growing freight levels. The resulting improvement in operational efficiencies, reduction in empty miles and cost decreases contributed to improved profitability. Throughout the quarter, customer shipments were strategically matched with available network capacity, resulting in improved resource utilization and better operational metrics. In a continuing rational industry pricing environment, freight mix changes and reduced fuel surcharges contributed to lower third quarter revenue per hundredweight. However, profitable growth resulted from optimal freight selection and enhanced matching of revenue and costs.
Asset-Light2
Third Quarter 2020 Versus Third Quarter 2019
| ● | Revenue of $267.8 million compared to $253.7 million, a per-day increase of 4.7 percent. |
| ● | Operating income of $5.8 million compared to operating income of $3.6 million. |
| ● | Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) of $8.6 million compared to Adjusted EBITDA of $6.6 million. |
Third quarter revenue in the Asset-Light ArcBest segment increased compared to the prior year period reflecting better customer business levels associated with an improving economic environment. Significant revenue growth in managed transportation services was the biggest contributor to improved Asset-Light revenue totals while increases in international and ground expedite business were additional positive factors. Increased customer shipping levels combined with limited equipment availability in the logistics marketplace positively impacted demand for ground expedite services. Growth in these premium service asset-light offerings was a meaningful factor in the quarter’s improved profitability. Revenue associated with the truckload brokerage business positively contributed to third quarter totals, but increased mileage rates paid for equipment capacity related to current marketplace conditions contributed to higher purchased transportation expense as a percentage of total revenue. However, cost management and reduced expenses in other areas of the asset-light business resulted in greater operating profit during the quarter.
At FleetNet, a decrease in total events contributed to lower total revenue and reduced operating income compared to the prior year period.
Closing Comments
“Tremendous opportunity exists for us to sustain the momentum of the third quarter and continue to profitably grow our company,” said McReynolds. “As an innovative and integrated logistics company, I am excited about what the future holds and am confident in the strength and abilities of our workforce and leadership to seize the growth opportunity ahead of us.”
NOTES
| 1. | U.S. Generally Accepted Accounting Principles |
| 2. | The ArcBest and FleetNet reportable segments, combined, represent Asset-Light operations |
2
Conference Call
ArcBest will host a conference call with company executives to discuss the 2020 third quarter results. The call will be today, Tuesday, November 3, at 9:30 a.m. ET (8:30 a.m. CT). Interested parties are invited to listen by calling (800) 268-2160. Following the call, a recorded playback will be available through the end of the day on December 15, 2020. To listen to the playback, dial (800) 633-8284 or (402) 977-9140 (for international callers). The conference call ID for the playback is 21970321. The conference call and playback can also be accessed, through December 15, 2020, on ArcBest’s website at arcb.com.
About ArcBest
ArcBest® (Nasdaq: ARCB) is a leading logistics company with creative problem solvers who deliver innovative solutions for our customers’ supply chain needs. We'll find a way to deliver knowledge, expertise and a can-do attitude with every shipment and supply chain solution, household move or vehicle repair. At ArcBest, we’re More Than Logistics®. 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, 2020 may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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: 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; the ability to maintain third-party information technology systems or licenses; widespread outbreak of an illness or any other communicable disease and the effects of pandemics, including the COVID-19 pandemic, or any other public health crisis; regulatory measures that may be implemented in response to widespread illness, including the COVID-19 pandemic; ineffectiveness of our business continuity plans to meet our operational needs in the event of adverse external events or conditions; 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, and any write-offs associated therewith; the loss or reduction of business from large customers; competitive initiatives and pricing pressures; general economic conditions and related shifts in market demand, including the impact of and uncertainties related to the COVID-19 pandemic, that impact the performance and needs of industries we serve and/or limit our customers’ access to adequate financial resources; the ability to manage our cost structure, and the timing and performance of growth initiatives; 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; our ability to secure independent owner operators and/or operational or regulatory issues related to our use of their services; availability and cost of reliable third-party services; 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; governmental regulations; environmental laws and regulations, including emissions-control regulations; union employee wages and benefits, including changes in required contributions to multiemployer plans; litigation or claims asserted against us; the loss of key employees or the inability to execute succession planning strategies; maintaining our intellectual property rights, brand, and corporate reputation; default on covenants of financing arrangements and the availability and terms of future financing arrangements; timing and amount of capital expenditures; self-insurance claims and insurance premium costs; 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; potential impairment of goodwill and intangible assets; the cost, integration, and performance of any recent or future acquisitions; seasonal fluctuations and adverse weather conditions; regulatory, economic, and other risks arising from our international business; acts of terrorism or war, or the impact of antiterrorism and safety measures; and other financial, operational, and legal risks and uncertainties detailed from time to time in ArcBest’s public filings with the Securities and Exchange Commission (“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.
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 OPERATIONS
| | Three Months Ended | | Nine Months Ended | | ||||||||
| | September 30 | | September 30 | | ||||||||
|
| 2020 |
| 2019 |
| 2020 |
| 2019 |
| ||||
| | (Unaudited) | | ||||||||||
| | ($ thousands, except share and per share data) | | ||||||||||
REVENUES | | $ | 794,980 | | $ | 787,563 | | $ | 2,123,749 | | $ | 2,270,892 | |
| | | | | | | | | | | | | |
OPERATING EXPENSES | |
| 755,198 | | | 756,355 | |
| 2,055,723 | | | 2,195,893 | |
| | | | | | | | | | | | | |
OPERATING INCOME | |
| 39,782 | |
| 31,208 | |
| 68,026 | |
| 74,999 | |
| | | | | | | | | | | | | |
OTHER INCOME (COSTS) | | | | | | | | | | | | | |
Interest and dividend income | |
| 756 | |
| 1,768 | |
| 3,122 | |
| 4,862 | |
Interest and other related financing costs | |
| (2,860) | |
| (2,900) | |
| (9,185) | |
| (8,593) | |
Other, net | |
| 1,500 | |
| (6,734) | |
| 334 | |
| (7,770) | |
| |
| (604) | |
| (7,866) | |
| (5,729) | |
| (11,501) | |
| | | | | | | | | | | | | |
INCOME BEFORE INCOME TAXES | |
| 39,178 | |
| 23,342 | |
| 62,297 | |
| 63,498 | |
| | | | | | | | | | | | | |
INCOME TAX PROVISION | |
| 9,774 | |
| 7,072 | |
| 15,111 | |
| 17,964 | |
| | | | | | | | | | | | | |
NET INCOME | | $ | 29,404 | | $ | 16,270 | | $ | 47,186 | | $ | 45,534 | |
| | | | | | | | | | | | | |
EARNINGS PER COMMON SHARE(1) | | | | | | | | | | | | | |
Basic | | $ | 1.15 | | $ | 0.64 | | $ | 1.86 | | $ | 1.78 | |
Diluted | | $ | 1.11 | | $ | 0.62 | | $ | 1.79 | | $ | 1.72 | |
| | | | | | | | | | | | | |
AVERAGE COMMON SHARES OUTSTANDING | | | | | | | | | | | | | |
Basic | |
| 25,470,094 | |
| 25,527,982 | |
| 25,403,786 | |
| 25,550,365 | |
Diluted | |
| 26,592,457 | |
| 26,416,595 | |
| 26,289,946 | |
| 26,461,668 | |
| | | | | | | | | | | | | |
CASH DIVIDENDS DECLARED PER COMMON SHARE | | $ | 0.08 | | $ | 0.08 | | $ | 0.24 | | $ | 0.24 | |
| 1) | ArcBest uses the two-class method for calculating earnings per share. This method requires an allocation of dividends paid and a portion of undistributed net income (but not losses) to unvested restricted stock for calculating per share amounts. |
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ARCBEST CORPORATION
| | September 30 | | December 31 | | ||
|
| 2020 |
| 2019 |
| ||
| | (Unaudited) | | Note | | ||
| | ($ thousands, except share data) | | ||||
ASSETS | | | | | | | |
CURRENT ASSETS | | | | | | | |
Cash and cash equivalents | | $ | 267,645 | | $ | 201,909 | |
Short-term investments | |
| 83,411 | |
| 116,579 | |
Accounts receivable, less allowances (2020 - $7,343; 2019 - $5,448) | |
| 323,760 | |
| 282,579 | |
Other accounts receivable, less allowances (2020 - $665; 2019 - $476) | |
| 14,464 | |
| 18,774 | |
Prepaid expenses | |
| 29,562 | |
| 30,377 | |
Prepaid and refundable income taxes | |
| 6,163 | |
| 9,439 | |
Other | |
| 5,235 | |
| 4,745 | |
TOTAL CURRENT ASSETS | |
| 730,240 | |
| 664,402 | |
| | | | | | | |
PROPERTY, PLANT AND EQUIPMENT | | | | | | | |
Land and structures | |
| 346,322 | |
| 342,122 | |
Revenue equipment | |
| 912,924 | |
| 896,020 | |
Service, office, and other equipment | |
| 233,689 | |
| 233,354 | |
Software | |
| 158,454 | |
| 151,068 | |
Leasehold improvements | |
| 14,064 | |
| 10,383 | |
| | | 1,665,453 | | | 1,632,947 | |
Less allowances for depreciation and amortization | |
| 987,396 | |
| 949,355 | |
| |
| 678,057 | |
| 683,592 | |
| | | | | | | |
GOODWILL | |
| 88,320 | |
| 88,320 | |
INTANGIBLE ASSETS, NET | |
| 56,016 | |
| 58,832 | |
OPERATING RIGHT-OF-USE ASSETS | | | 112,568 | | | 68,470 | |
DEFERRED INCOME TAXES | |
| 6,975 | |
| 7,725 | |
OTHER LONG-TERM ASSETS | | | 74,055 | | | 79,866 | |
| | $ | 1,746,231 | | $ | 1,651,207 | |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | |
| | | | | | | |
CURRENT LIABILITIES | | | | | | | |
Accounts payable | | $ | 162,021 | | $ | 134,374 | |
Income taxes payable | |
| 5 | |
| 12 | |
Accrued expenses | |
| 249,172 | |
| 232,321 | |
Current portion of long-term debt | |
| 65,887 | |
| 57,305 | |
Current portion of operating lease liabilities | | | 20,431 | | | 20,265 | |
TOTAL CURRENT LIABILITIES | |
| 497,516 | |
| 444,277 | |
| | | | | | | |
LONG-TERM DEBT, less current portion | |
| 226,037 | |
| 266,214 | |
OPERATING LEASE LIABILITIES, less current portion | | | 96,549 | | | 52,277 | |
POSTRETIREMENT LIABILITIES, less current portion | |
| 20,486 | |
| 20,294 | |
OTHER LONG-TERM LIABILITIES | |
| 35,377 | |
| 38,892 | |
DEFERRED INCOME TAXES | |
| 67,627 | |
| 66,210 | |
| | | | | | | |
STOCKHOLDERS’ EQUITY | | | | | | | |
Common stock, $0.01 par value, authorized 70,000,000 shares; | |
| 290 | |
| 288 | |
Additional paid-in capital | |
| 339,908 | |
| 333,943 | |
Retained earnings | |
| 574,053 | |
| 533,187 | |
Treasury stock, at cost, 2020: 3,632,099 shares; 2019: 3,404,639 shares | |
| (110,245) | |
| (104,578) | |
Accumulated other comprehensive income (loss) | |
| (1,367) | |
| 203 | |
TOTAL STOCKHOLDERS’ EQUITY | |
| 802,639 | |
| 763,043 | |
| | $ | 1,746,231 | | $ | 1,651,207 | |
Note: The balance sheet at December 31, 2019 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 FLOWS
| | Nine Months Ended | | ||||
| | September 30 | | ||||
|
| 2020 |
| 2019 |
| ||
| | Unaudited | | ||||
| | ($ thousands) | | ||||
OPERATING ACTIVITIES | | | | | | | |
Net income | | $ | 47,186 | | $ | 45,534 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | |
Depreciation and amortization | |
| 85,189 | |
| 79,967 | |
Amortization of intangibles | |
| 2,942 | |
| 3,365 | |
Pension settlement expense, including termination expense | |
| 89 | |
| 8,135 | |
Share-based compensation expense | |
| 7,956 | |
| 7,268 | |
Provision for losses on accounts receivable | |
| 2,170 | |
| 832 | |
Change in deferred income taxes | |
| 2,831 | |
| 14,099 | |
Gain on sale of property and equipment and lease termination | |
| (3,280) | |
| (1,384) | |
Changes in operating assets and liabilities: | | | | | | | |
Receivables | |
| (38,905) | |
| 4,216 | |
Prepaid expenses | |
| 809 | |
| (265) | |
Other assets | |
| 3,918 | |
| (4,236) | |
Income taxes | |
| 3,065 | |
| (7,883) | |
Operating right-of-use assets and lease liabilities, net | |
| 234 | |
| 526 | |
Accounts payable, accrued expenses, and other liabilities | |
| 37,062 | |
| (12,161) | |
NET CASH PROVIDED BY OPERATING ACTIVITIES | |
| 151,266 | |
| 138,013 | |
| | | | | | | |
INVESTING ACTIVITIES | | | | | | | |
Purchases of property, plant and equipment, net of financings | |
| (20,146) | |
| (69,773) | |
Proceeds from sale of property and equipment | |
| 8,943 | |
| 4,748 | |
Purchases of short-term investments | |
| (159,253) | |
| (105,747) | |
Proceeds from sale of short-term investments | |
| 192,563 | |
| 88,730 | |
Capitalization of internally developed software | |
| (9,568) | |
| (8,500) | |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | |
| 12,539 | |
| (90,542) | |
| | | | | | | |
FINANCING ACTIVITIES | | | | | | | |
Borrowings under credit facilities | |
| 180,000 | |
| — | |
Borrowings under accounts receivable securitization program | | | 45,000 | | | — | |
Proceeds from notes payable | | | — | | | 9,552 | |
Payments on long-term debt | |
| (309,640) | |
| (43,773) | |
Net change in book overdrafts | |
| 349 | |
| (5,570) | |
Deferred financing costs | |
| — | |
| (562) | |
Payment of common stock dividends | |
| (6,122) | |
| (6,145) | |
Purchases of treasury stock | | | (5,667) | | | (6,115) | |
Payments for tax withheld on share-based compensation | |
| (1,989) | |
| (1,206) | |
NET CASH USED IN FINANCING ACTIVITIES | |
| (98,069) | |
| (53,819) | |
| | | | | | | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | |
| 65,736 | |
| (6,348) | |
Cash and cash equivalents at beginning of period | |
| 201,909 | |
| 190,186 | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | | $ | 267,645 | | $ | 183,838 | |
| | | | | | | |
NONCASH INVESTING ACTIVITIES | | | | | | | |
Equipment financed | | $ | 53,045 | | $ | 40,966 | |
Accruals for equipment received | | $ | 2,146 | | $ | 18,949 | |
Lease liabilities arising from obtaining right-of-use assets | | $ | 60,535 | | $ | 26,810 | |
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ARCBEST CORPORATION
FINANCIAL STATEMENT OPERATING SEGMENT DATA AND OPERATING RATIOS
| | Three Months Ended | | | Nine Months Ended |
| ||||||||||||||||||
| | September 30 | | | September 30 |
| ||||||||||||||||||
|
| 2020 |
| | 2019 |
| | 2020 |
| | 2019 |
| ||||||||||||
| | Unaudited |
| |||||||||||||||||||||
| | ($ thousands, except percentages) |
| |||||||||||||||||||||
REVENUES | | | | | | | | | | | | | | | | | | | | | | | | |
Asset-Based |
| $ | 561,856 |
| |
|
| $ | 565,621 |
| |
|
| $ | 1,537,639 |
| |
|
| $ | 1,631,348 |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | |
ArcBest | |
| 217,294 | | | | |
| 199,758 | | | | |
| 533,536 | | | | |
| 554,135 | | | |
FleetNet | |
| 50,545 | | | | |
| 53,976 | | | | |
| 149,424 | | | | |
| 158,957 | | | |
Total Asset-Light | | | 267,839 | | | | | | 253,734 | | | | | | 682,960 | | | | | | 713,092 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other and eliminations | |
| (34,715) | | | | |
| (31,792) | | | | |
| (96,850) | | | | |
| (73,548) | | | |
Total consolidated revenues |
| $ | 794,980 |
| |
|
| $ | 787,563 |
| |
|
| $ | 2,123,749 |
| |
|
| $ | 2,270,892 |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | |
OPERATING EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | |
Asset-Based | | | | | | | | | | | | | | | | | | | | | | | | |
Salaries, wages, and benefits |
| $ | 287,385 |
| 51.2 | % |
| $ | 296,503 |
| 52.4 | % |
| $ | 820,218 |
| 53.3 | % |
| $ | 873,795 | | 53.6 | % |
Fuel, supplies, and expenses | |
| 50,144 | | 8.9 | | |
| 65,738 | | 11.6 | | |
| 157,044 | | 10.2 | | |
| 195,502 | | 12.0 | |
Operating taxes and licenses | |
| 12,296 | | 2.2 | | |
| 12,865 | | 2.3 | | |
| 36,719 | | 2.4 | | |
| 37,477 | | 2.3 | |
Insurance | |
| 8,587 | | 1.5 | | |
| 7,646 | | 1.4 | | |
| 24,658 | | 1.6 | | |
| 23,235 | | 1.4 | |
Communications and utilities | |
| 4,373 | | 0.8 | | |
| 5,064 | | 0.9 | | |
| 13,426 | | 0.9 | | |
| 14,181 | | 0.9 | |
Depreciation and amortization | |
| 24,054 | | 4.3 | | |
| 23,776 | | 4.2 | | |
| 70,651 | | 4.6 | | |
| 66,370 | | 4.0 | |
Rents and purchased transportation | |
| 69,442 | | 12.4 | | |
| 61,102 | | 10.8 | | |
| 171,364 | | 11.2 | | |
| 167,234 | | 10.2 | |
Shared services | | | 60,664 | | 10.8 | | | | 56,031 | | 9.9 | | | | 155,154 | | 10.1 | | | | 161,664 | | 9.9 | |
Gain on sale of property and equipment | |
| 133 | | — | | |
| (82) | | — | | |
| (3,206) | | (0.2) | | |
| (1,703) | | (0.1) | |
Innovative technology costs(1) | | | 6,199 | | 1.1 | | |
| 4,664 | | 0.8 | | |
| 15,521 | | 1.0 | | |
| 9,200 | | 0.6 | |
Other | |
| 1,933 | | 0.3 | | |
| 592 | | 0.1 | | |
| 5,168 | | 0.3 | | |
| 2,878 | | 0.2 | |
Total Asset-Based | |
| 525,210 | | 93.5 | % | |
| 533,899 | | 94.4 | % | |
| 1,466,717 | | 95.4 | % | |
| 1,549,833 | | 95.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
ArcBest | | | | | | | | | | | | | | | | | | | | | | | | |
Purchased transportation | |
| 181,129 | | 83.4 | % | |
| 164,521 | | 82.4 | % | |
| 443,401 | | 83.1 | % | |
| 452,178 | | 81.6 | % |
Supplies and expenses | | | 2,746 | | 1.3 | | |
| 2,780 | | 1.4 | | |
| 7,015 | | 1.3 | | |
| 8,412 | | 1.5 | |
Depreciation and amortization(2) | |
| 2,413 | | 1.1 | | |
| 2,607 | | 1.3 | | |
| 7,332 | | 1.4 | | |
| 8,813 | | 1.6 | |
Shared services | | | 24,217 | | 11.1 | | | | 25,032 | | 12.5 | | | | 64,784 | | 12.1 | | | | 71,204 | | 12.9 | |
Other | |
| 1,958 | | 0.9 | | |
| 2,366 | | 1.2 | | |
| 6,279 | | 1.2 | | |
| 7,224 | | 1.3 | |
| |
| 212,463 | | 97.8 | % | |
| 197,306 | | 98.8 | % | |
| 528,811 | | 99.1 | % | |
| 547,831 | | 98.9 | % |
FleetNet | |
| 49,558 | | 98.0 | % | |
| 52,805 | | 97.8 | % | |
| 146,615 | | 98.1 | % | |
| 155,272 | | 97.7 | % |
Total Asset-Light | | | 262,021 | | | | | | 250,111 | | | | | | 675,426 | | | | | | 703,103 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other and eliminations | |
| (32,033) | | | | |
| (27,655) | | | | |
| (86,420) | | | | |
| (57,043) | | | |
Total consolidated operating expenses |
| $ | 755,198 |
| 95.0 | % |
| $ | 756,355 |
| 96.0 | % |
| $ | 2,055,723 |
| 96.8 | % |
| $ | 2,195,893 |
| 96.7 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
OPERATING INCOME | | | | | | | | | | | | | | | | | | | | | | | | |
Asset-Based | | $ | 36,646 | | | | | $ | 31,722 | | | | | $ | 70,922 | | | | | $ | 81,515 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
ArcBest | |
| 4,831 | | | | |
| 2,452 | | | | | | 4,725 | | | | | | 6,304 | | | |
FleetNet | |
| 987 | | | | |
| 1,171 | | | | | | 2,809 | | | | | | 3,685 | | | |
Total Asset-Light | | | 5,818 | | | | | | 3,623 | | | | | | 7,534 | | | | | | 9,989 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other and eliminations(3) | |
| (2,682) | | | | |
| (4,137) | | | | |
| (10,430) | | | | |
| (16,505) | | | |
Total consolidated operating income | | $ | 39,782 | | | | | $ | 31,208 | | | | | $ | 68,026 | | | | | $ | 74,999 | | | |
| 1) | Represents costs associated with the freight handling pilot test program at ABF Freight. |
| 2) | Depreciation and amortization consists primarily of amortization of intangibles, including customer relationships, and software associated with acquired businesses. |
| 3) | “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, including innovative technology costs. |
7
ARCBEST CORPORATION
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES
Non-GAAP Financial Measures
We report our financial results in accordance with 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 | | |||||||
|
| 2020 | | 2019 |
|
| 2020 | | | 2019 | | ||
ArcBest Corporation - Consolidated | | (Unaudited) | | ||||||||||
| | ($ thousands, except per share data) | | ||||||||||
Operating Income | | | | | | | | | | | | | |
Amounts on GAAP basis | | $ | 39,782 | | $ | 31,208 | | $ | 68,026 | | $ | 74,999 | |
Innovative technology costs, pre-tax(1) | | | 6,041 | | | 4,727 | | | 15,340 | | | 11,104 | |
ELD conversion costs, pre-tax(2) | | | — | | | 1,796 | | | — | | | 2,358 | |
Nonunion pension termination costs, pre-tax(3) | | | — | | | 350 | | | — | | | 350 | |
Non-GAAP amounts | | $ | 45,823 | | $ | 38,081 | | $ | 83,366 | | $ | 88,811 | |
| | | | | | | | | | | | | |
Net Income | | | | | | | | | | | | | |
Amounts on GAAP basis | | $ | 29,404 | | $ | 16,270 | | $ | 47,186 | | $ | 45,534 | |
Innovative technology costs, after-tax (includes related financing costs)(1) | | | 4,627 | | | 3,614 | | | 11,834 | | | 8,462 | |
ELD conversion costs, after-tax(2) | | | — | | | 1,333 | | | — | | | 1,751 | |
Nonunion pension termination costs, after-tax(3) | | | — | | | 260 | | | — | | | 260 | |
Nonunion pension expense, including settlement and termination expense, after-tax(4) | | | — | | | 6,011 | | | 66 | | | 7,675 | |
Life insurance proceeds and changes in cash surrender value | | | (1,503) | | | (557) | | | (258) | | | (2,713) | |
Tax expense (benefit) from vested RSUs(5) | | | (138) | | | 56 | | | 541 | | | 464 | |
Non-GAAP amounts | | $ | 32,390 | | $ | 26,987 | | $ | 59,369 | | $ | 61,433 | |
| | | | | | | | | | | | | |
Diluted Earnings Per Share | | | | | | | | | | | | | |
Amounts on GAAP basis | | $ | 1.11 | | $ | 0.62 | | $ | 1.79 | | $ | 1.72 | |
Innovative technology costs, after-tax (includes related financing costs)(1) | | | 0.17 | | | 0.14 | | | 0.45 | | | 0.32 | |
ELD conversion costs, after-tax(2) | | | — | | | 0.05 | | | — | | | 0.07 | |
Nonunion pension termination costs, after-tax(3) | | | — | | | 0.01 | | | — | | | 0.01 | |
Nonunion pension expense, including settlement and termination expense, after-tax(4) | | | — | | | 0.23 | | | — | | | 0.29 | |
Life insurance proceeds and changes in cash surrender value | | | (0.06) | | | (0.02) | | | (0.01) | | | (0.10) | |
Tax expense (benefit) from vested RSUs(5) | | | (0.01) | | | — | | | 0.02 | | | 0.02 | |
Non-GAAP amounts(6) | | $ | 1.22 | | $ | 1.02 | | $ | 2.26 | | $ | 2.32 | |
| 1) | Represents costs associated with the freight handling pilot test program at ABF Freight. |
| 2) | The three and nine months ended September 30, 2019 include impairment charges related to equipment replacement and other one-time costs incurred to comply with the electronic logging device (“ELD”) mandate which became effective in December 2019. |
| 3) | The three and nine months ended Septermber 30, 2019 include a one-time consulting fee associated with the termination of the nonunion defined benefit pension plan. |
| 4) | For the nine months ended September 30, 2020, represents pension settlement expense related to the Company’s supplemental benefit plan. For the three and nine months ended September 30, 2019, nonunion defined benefit pension expense is presented as a non-GAAP adjustment with pension settlement expense, because expenses related to the plan were excluded from the financial information management used to make operating decisions, as the nonunion defined benefit pension plan was amended to terminate the plan with a termination date of December 31, 2017. Pension settlements related to benefit distributions for the plan termination began in fourth quarter 2018 and were completed in third quarter 2019. |
| 5) | The Company recognized the tax impact for the vesting of share-based compensation resulting in excess tax expense (benefit) during the three and nine months ended September 30, 2020 and 2019. |
| 6) | Non-GAAP EPS is calculated in total and may not foot due to rounding. |
8
ARCBEST CORPORATION
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES – Continued
| | Three Months Ended | | Nine Months Ended | | ||||||||||||||||||||
| | September 30 | | September 30 | | ||||||||||||||||||||
|
| 2020 | | 2019 | | 2020 | | 2019 | | ||||||||||||||||
Segment Operating Income Reconciliations | | (Unaudited) | | ||||||||||||||||||||||
| | ($ thousands, except percentages) | | ||||||||||||||||||||||
Asset-Based Segment | | | | | | ||||||||||||||||||||
Operating Income ($) and Operating Ratio (% of revenues) | | | | | | | | | | | | | | | | ||||||||||
Amounts on GAAP basis | | $ | 36,646 | | 93.5 | % | | $ | 31,722 | | 94.4 | % | | $ | 70,922 | | 95.4 | % | | $ | 81,515 | | 95.0 | % | |
Innovative technology costs, pre-tax(1) | | | 6,199 | | (1.1) | | | | 4,664 | | (0.8) | | | | 15,521 | | (1.0) | | | | 9,200 | | (0.6) | | |
ELD conversion costs, pre-tax(2) | | | — | | — | | | | 1,796 | | (0.3) | | | | — | | — | | | | 2,358 | | (0.1) | | |
Nonunion pension termination costs, pre-tax(3) | | | — | | — | | | | 295 | | (0.1) | | | | — | | — | | | | 295 | | — | | |
Non-GAAP amounts | | $ | 42,845 | | 92.4 | % | | $ | 38,477 | | 93.2 | % | | $ | 86,443 | | 94.4 | % | | $ | 93,368 | | 94.3 | % | |
| | | | | | ||||||||||||||||||||
Asset-Light | | | | | | ||||||||||||||||||||
| | | | | | ||||||||||||||||||||
ArcBest Segment | | | | | | ||||||||||||||||||||
Operating Income ($) and Operating Ratio (% of revenues) | | | | | | | | | | | | | | | | ||||||||||
Amounts on GAAP basis | | $ | 4,831 | | 97.8 | % | | $ | 2,452 | | 98.8 | % | | $ | 4,725 | | 99.1 | % | | $ | 6,304 | | 98.9 | % | |
Nonunion pension termination costs, pre-tax(3) | | | — | | — | | | | 23 | | — | | | | — | | — | | | | 23 | | — | | |
Non-GAAP amounts | | $ | 4,831 | | 97.8 | % | | $ | 2,475 | | 98.8 | % | | $ | 4,725 | | 99.1 | % | | $ | 6,327 | | 98.9 | % | |
| | | | | | ||||||||||||||||||||
FleetNet Segment | | | | | | ||||||||||||||||||||
Operating Income ($) and Operating Ratio (% of revenues) | | | | | | | | | | | | | | | | ||||||||||
Amounts on GAAP basis | | $ | 987 | | 98.0 | % | | $ | 1,171 | | 97.8 | % | | $ | 2,809 | | 98.1 | % | | $ | 3,685 | | 97.7 | % | |
Nonunion pension termination costs, pre-tax(3) | | | — | | — | | | | 12 | | — | | | | — | | — | | | | 12 | | — | | |
Non-GAAP amounts | | $ | 987 | | 98.0 | % | | $ | 1,183 | | 97.8 | % | | $ | 2,809 | | 98.1 | % | | $ | 3,697 | | 97.7 | % | |
| | | | | | ||||||||||||||||||||
Total Asset-Light | | | | | | ||||||||||||||||||||
Operating Income ($) and Operating Ratio (% of revenues) | | | | | | | | | | | | | | | | ||||||||||
Amounts on GAAP basis | | $ | 5,818 | | 97.8 | % | | $ | 3,623 | | 98.6 | % | | $ | 7,534 | | 98.9 | % | | $ | 9,989 | | 98.6 | % | |
Nonunion pension termination costs, pre-tax(3) | | | — | | — | | | | 35 | | — | | | | — | | — | | | | 35 | | — | | |
Non-GAAP amounts | | $ | 5,818 | | 97.8 | % | | $ | 3,658 | | 98.6 | % | | $ | 7,534 | | 98.9 | % | | $ | 10,024 | | 98.6 | % | |
| | | | | | ||||||||||||||||||||
Other and Eliminations | | | | | | ||||||||||||||||||||
Operating Loss ($) | | | | | | | | | | | | | | | | ||||||||||
Amounts on GAAP basis | | $ | (2,682) | | | | | $ | (4,137) | | | | | $ | (10,430) | | | | | $ | (16,505) | | | | |
Innovative technology costs, pre-tax(1) | | | (158) | | | | | | 63 | | | | | | (181) | | | | | | 1,904 | | | | |
Nonunion pension termination costs, pre-tax(3) | | | — | | | | | | 20 | | | | | | | | | | | | 20 | | | | |
Non-GAAP amounts | | $ | (2,840) | | | | | $ | (4,054) | | | | | $ | (10,611) | | | | | $ | (14,581) | | | | |
| 1) | Represents costs associated with the freight handling pilot test program at ABF Freight. |
| 2) | The three and nine months ended September 30, 2019 include impairment charges related to equipment replacement and other one-time costs incurred to comply with the electronic logging device (“ELD”) mandate which became effective in December 2019. |
| 3) | The three and nine months ended September 30, 2019 include a one-time consulting fee associated with the termination of the nonunion defined benefit pension plan. |
9
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, 2020 | ||||||||||||||||
| | | | | Other | | Income | | Income | | | | | | | |||
| | Operating | | Income | | Before Income | | Tax | | Net | | | ||||||
| | Income | | (Costs) | | Taxes | | Provision | | Income | | Tax Rate(6) | ||||||
Amounts on GAAP basis | | $ | 39,782 | | $ | (604) | | $ | 39,178 | | $ | 9,774 | | $ | 29,404 | | 24.9 | % |
Innovative technology costs(1) | | | 6,041 | | | 191 | | | 6,232 | | | 1,605 | | | 4,627 | | 25.8 | |
Life insurance proceeds and changes in cash surrender value | | | — | | | (1,503) | | | (1,503) | | | — | | | (1,503) | | — | |
Tax benefit from vested RSUs(2) | | | — | | | — | | | — | | | 138 | | | (138) | | — | |
Non-GAAP amounts | | $ | 45,823 | | $ | (1,916) | | $ | 43,907 | | $ | 11,517 | | $ | 32,390 | | 26.2 | % |
| | Nine Months Ended September 30, 2020 | ||||||||||||||||
| | | | Other | | Income Before | | Income | | | | | | | ||||
| | Operating | | Income | | Income | | Tax | | Net | | | ||||||
| | Income | | (Costs) | | Taxes | | Provision | | Income | | Tax Rate(6) | ||||||
Amounts on GAAP basis | | $ | 68,026 | | $ | (5,729) | | $ | 62,297 | | $ | 15,111 | | $ | 47,186 | | 24.3 | % |
Innovative technology costs(1) | | | 15,340 | | | 597 | | | 15,937 | | | 4,103 | | | 11,834 | | 25.7 | |
Nonunion pension expense, including settlement(3) | | | — | | | 89 | | | 89 | | | 23 | | | 66 | | 25.8 | |
Life insurance proceeds and changes in cash surrender value | | | — | | | (258) | | | (258) | | | — | | | (258) | | — | |
Tax expense from vested RSUs(2) | | | — | | | — | | | — | | | (541) | | | 541 | | — | |
Non-GAAP amounts | | $ | 83,366 | | $ | (5,301) | | $ | 78,065 | | $ | 18,696 | | $ | 59,369 | | 23.9 | % |
| | Three Months Ended September 30, 2019 | ||||||||||||||||
| | | | Other | | Income | | Income | | | | | | | ||||
| | Operating | | Income | | Before Income | | Tax | | Net | | | ||||||
| | Income | | (Costs) | | Taxes | | Provision | | Income | | Tax Rate(6) | ||||||
Amounts on GAAP basis | | $ | 31,208 | | $ | (7,866) | | $ | 23,342 | | $ | 7,072 | | $ | 16,270 | | 30.3 | % |
Innovative technology costs(1) | | | 4,727 | | | 139 | | | 4,866 | | | 1,252 | | | 3,614 | | 25.7 | |
ELD conversion costs(4) | | | 1,796 | | | — | | | 1,796 | | | 463 | | | 1,333 | | 25.8 | |
Nonunion pension termination costs(5) | | | 350 | | | — | | | 350 | | | 90 | | | 260 | | 25.7 | |
Nonunion pension expense, including settlement and termination expense(3) | | | — | | | 6,718 | | | 6,718 | | | 707 | | | 6,011 | | 10.5 | |
Life insurance proceeds and changes in cash surrender value | | | — | | | (557) | | | (557) | | | — | | | (557) | | — | |
Tax expense from vested RSUs(2) | | | — | | | — | | | — | | | (56) | | | 56 | | — | |
Non-GAAP amounts | | $ | 38,081 | | $ | (1,566) | | $ | 36,515 | | $ | 9,528 | | $ | 26,987 | | 26.1 | % |
| | Nine Months Ended September 30, 2019 | ||||||||||||||||
| | | | Other | | Income Before | | Income | | | | | | | ||||
| | Operating | | Income | | Income | | Tax | | Net | | | ||||||
| | Income | | (Costs) | | Taxes | | Provision | | Income | | Tax Rate(6) | ||||||
Amounts on GAAP basis | | $ | 74,999 | | $ | (11,501) | | $ | 63,498 | | $ | 17,964 | | $ | 45,534 | | 28.3 | % |
Innovative technology costs(1) | | | 11,104 | | | 291 | | | 11,395 | | | 2,933 | | | 8,462 | | 25.7 | |
ELD conversion costs(4) | | | 2,358 | | | — | | | 2,358 | | | 607 | | | 1,751 | | 25.7 | |
Nonunion pension termination costs(5) | | | 350 | | | — | | | 350 | | | 90 | | | 260 | | 25.7 | |
Nonunion pension expense, including settlement and termination expense(3) | | | — | | | 8,959 | | | 8,959 | | | 1,284 | | | 7,675 | | 14.3 | |
Life insurance proceeds and changes in cash surrender value | | | — | | | (2,713) | | | (2,713) | | | — | | | (2,713) | | — | |
Tax expense from vested RSUs(2) | | | — | | | — | | | — | | | (464) | | | 464 | | — | |
Non-GAAP amounts | | $ | 88,811 | | $ | (4,964) | | $ | 83,847 | | $ | 22,414 | | $ | 61,433 | | 26.7 | % |
| 1) | Represents costs associated with the freight handling pilot test program at ABF Freight. |
| 2) | The Company recognized the tax impact for the vesting of share-based compensation resulting in excess tax expense (benefit) during the three and nine months ended September 30, 2020 and 2019. |
| 3) | For the nine months ended September 30, 2020, represents pension settlement expense related to the Company’s supplemental benefit plan. For the three and nine months ended September 30, 2019, nonunion defined benefit pension expense is presented as a non-GAAP adjustment with pension settlement expense, because expenses related to the plan were excluded from the financial information management used to make operating decisions, as the nonunion defined benefit pension plan was amended to terminate the plan with a termination date of December 31, 2017. Pension settlements related to benefit distributions for the plan termination began in fourth quarter 2018 and were completed in third quarter 2019. The three and nine months ended September 30, 2019 include a noncash pension termination expense related to an amount which was stranded in accumulated other comprehensive income until the pension benefit obligation was settled upon plan termination. |
| 4) | The three and nine months ended September 30, 2019 include impairment charges related to equipment replacement and other one-time costs incurred to comply with the electronic logging device (“ELD”) mandate which became effective in December 2019. |
| 5) | The three and nine months ended September 30, 2019 include a one-time consulting fee associated with the termination of the nonunion defined benefit pension plan. |
| 6) | 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. |
10
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, 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.
| | Three Months Ended | | Nine Months Ended | |||||||||
| | September 30 | | | September 30 | | |||||||
|
| 2020 |
| 2019 |
| 2020 |
| 2019 |
| ||||
| | (Unaudited) |
| ||||||||||
ArcBest Corporation - Consolidated Adjusted EBITDA | | ($ thousands) |
| ||||||||||
| | | |||||||||||
Net Income | | $ | 29,404 | | $ | 16,270 | | $ | 47,186 | | $ | 45,534 | |
Interest and other related financing costs | |
| 2,860 | |
| 2,900 | |
| 9,185 | |
| 8,593 | |
Income tax provision | |
| 9,774 | |
| 7,072 | |
| 15,111 | |
| 17,964 | |
Depreciation and amortization | |
| 30,032 | |
| 29,361 | |
| 88,131 | |
| 83,332 | |
Amortization of share-based compensation | |
| 2,885 | |
| 2,409 | |
| 7,956 | |
| 7,268 | |
Amortization of net actuarial (gains) losses of benefit plans and pension settlement expense, including termination expense(1) | |
| (148) | |
| 6,800 | |
| (352) | |
| 9,140 | |
Consolidated Adjusted EBITDA | | $ | 74,807 | | $ | 64,812 | | $ | 167,217 | | $ | 171,831 | |
| 1) | The nine months ended September 30, 2020 includes pre-tax pension settlement expense of $0.1 million related to the Company’s supplemental benefit plan. The three and nine months ended September 30, 2019 includes pre-tax pension settlement expense of $2.5 million and $4.2 million, respectively, related to the Company’s nonunion defined benefit pension plan for which plan termination was completed as of December 31, 2019. The three and nine months ended September 30, 2019 also include a $4.0 million noncash pension termination expense related to an amount which was stranded in accumulated other comprehensive income until the pension benefit obligation was settled upon plan termination. |
| | Three Months Ended | | Nine Months Ended | | ||||||||
| | September 30 | | September 30 | | ||||||||
|
| 2020 | | 2019 | | 2020 | | 2019 | | ||||
Asset-Light Adjusted EBITDA | | (Unaudited) | | ||||||||||
| | ($ thousands) | | ||||||||||
| | | | | |||||||||
ArcBest | | | | | | | | | | | | | |
Operating Income | | $ | 4,831 | | $ | 2,452 | | $ | 4,725 | | $ | 6,304 | |
Depreciation and amortization(2) | | | 2,413 | | | 2,607 | | | 7,332 | | | 8,813 | |
Adjusted EBITDA | | $ | 7,244 | | $ | 5,059 | | $ | 12,057 | | $ | 15,117 | |
| | | | | |||||||||
FleetNet | | | | | |||||||||
Operating Income | | $ | 987 | | $ | 1,171 | | $ | 2,809 | | $ | 3,685 | |
Depreciation and amortization | | | 411 | | | 332 | | | 1,204 | | | 982 | |
Adjusted EBITDA | | $ | 1,398 | | $ | 1,503 | | $ | 4,013 | | $ | 4,667 | |
| | | | | |||||||||
Total Asset-Light | | | | | | | | | | | | | |
Operating Income | | $ | 5,818 | | $ | 3,623 | | $ | 7,534 | | $ | 9,989 | |
Depreciation and amortization(2) | | | 2,824 | | | 2,939 | | | 8,536 | | | 9,795 | |
Adjusted EBITDA | | $ | 8,642 | | $ | 6,562 | | $ | 16,070 | | $ | 19,784 | |
| 2) | Depreciation and amortization consists primarily of amortization of intangibles and software associated with acquired businesses. |
11
ARCBEST CORPORATION
OPERATING STATISTICS
| | Three Months Ended | | Nine Months Ended | | ||||||||||||
| | September 30 | | September 30 | | ||||||||||||
|
| 2020 |
| 2019 |
| % Change |
| 2020 |
| 2019 |
| % Change | | ||||
| | (Unaudited) | | ||||||||||||||
Asset-Based | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Workdays |
| | 64.0 |
| | 63.5 | | |
| | 191.5 |
| | 190.0 | | | |
| | | | | | | | | | | | | | | | | |
Billed Revenue(1) / CWT | | $ | 35.69 | | $ | 36.35 |
| (1.8%) | | $ | 34.21 | | $ | 35.38 |
| (3.3%) | |
| | | | | | | | | | | | | | | | | |
Billed Revenue(1) / Shipment | | $ | 454.94 | | $ | 443.82 |
| 2.5% | | $ | 435.96 | | $ | 435.61 |
| 0.1% | |
| | | | | | | | | | | | | | | | | |
Shipments | |
| 1,242,943 | |
| 1,271,697 |
| (2.3%) | |
| 3,549,465 | |
| 3,754,801 |
| (5.5%) | |
| | | | | | | | | | | | | | | | | |
Shipments / Day | |
| 19,421 | |
| 20,027 |
| (3.0%) | |
| 18,535 | |
| 19,762 |
| (6.2%) | |
| | | | | | | | | | | | | | | | | |
Tonnage (Tons) | |
| 792,258 | |
| 776,370 |
| 2.0% | |
| 2,261,919 | |
| 2,311,266 |
| (2.1%) | |
| | | | | | | | | | | | | | | | | |
Tons / Day | |
| 12,379 | |
| 12,226 |
| 1.2% | |
| 11,812 | |
| 12,165 |
| (2.9%) | |
| | | | | | | | | | | | | | | | | |
Pounds / Shipment | |
| 1,275 | |
| 1,221 | | 4.4% | | | 1,275 | |
| 1,231 | | 3.6% | |
| | | | | | | | | | | | | | | | | |
Average Length of Haul (Miles) | |
| 1,096 | |
| 1,040 |
| 5.4% | |
| 1,074 | |
| 1,035 |
| 3.8% | |
| | | | | | | | | | | | | | | | | |
| 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, 2020 | | September 30, 2020 | ||
| | (Unaudited) | ||||
ArcBest(2) | | | | | | |
| | | | | | |
Revenue / Shipment | | | 5.7% | | | 0.7% |
| | | | | | |
Shipments / Day | | | (0.4%) | | | (11.1%) |
| 2) | Statistical data related to managed transportation solutions transactions are not included in the presentation of operating statistics for the ArcBest segment. |
###
12
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 2020 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
(Additional Detailed Information follows)
Asset-Based Segment
3Q’20 Year-over-Year Yield Metrics
| ● | Billed Rev/Cwt on LTL-rated freight, excluding fuel surcharges: decreased by a percentage in the low-single digits. Pricing on traditional published LTL-rated business, excluding fuel surcharge, which does not include transactional LTL-rated shipments, improved by a percentage in the mid-single digits when compared to 3Q’19 |
| ● | Average increase on Contract renewals and Deferred Pricing agreements negotiated during 3Q’20: +2.5% |
3Q’20 and October 2020 Year-over-Year Monthly Total Daily Business Trends
|
| July 2020 |
| August 2020 |
| September 2020 |
| October 2020* |
| ||||
| | | | | | | | | | | | | |
Billed Revenue/Day** | | | -5.9 | % | | +0.5 | % | | +4.0 | % | | +9 | % |
Tons/Day | |
| -3.9 | % |
| +3.7 | % |
| +4.5 | % |
| +10 | % |
Shipments/Day | |
| -5.3 | % |
| -1.5 | % |
| -2.2 | % |
| +1 | % |
3Q’20 and October 2020 Sequential Monthly Total Daily Business Trends
|
| July 2020 |
| August 2020 |
| September 2020 |
| October 2020* |
| ||||
| | | | | | | | | | | | | |
Billed Revenue/Day** | | | +5.3 | % | | +3.0 | % | | +3.3 | % | | -1 | % |
Tons/Day | |
| +4.8 | % |
| +2.5 | % |
| -0.1 | % |
| +1 | % |
Shipments/Day | |
| +4.4 | % |
| +3.7 | % |
| Flat | % |
| -2 | % |
* Statistics for the full month of October 2020 have not been finalized.
** 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.
1
See tables above for October 2020 revenue, tonnage and shipment metric comparisons.
Statistics for October 2020 have not been finalized. Preliminary Asset-Based financial metrics and business trends for October 2020, compared to the same period last year, are as follows:
| ● | Total Tonnage/Day increased approximately 10% with a double-digit percentage increase in LTL-rated tonnage and mid-single-digit percentage increase in truckload-rated spot shipment tonnage moving in the Asset-Based network. |
| ● | Total Billed Revenue/CWT decreased approximately 1%, impacted by lower fuel surcharges and freight mix changes, including the effect of heavier shipments. |
| ● | Pricing on traditional published LTL-rated business, excluding fuel surcharge, which does not include transactional LTL-rated shipments, increased by a percentage in the low-single digits compared to October 2019. |
| ● | Total Billed Revenue/Shipment increased approximately 8%. |
| ● | Total Weight/Shipment increased approximately 9%, primarily reflecting business mix changes and, to a lesser extent, changes in freight mix. |
| ● | In recent years, the historical average sequential change in ArcBest’s Asset-Based operating ratio in the fourth quarter, versus the third quarter, has been an increase of approximately 200 basis points. |
4Q’20 Other Items
| ● | 61.5 Working Days, the same as in 4Q’19 |
| ● | Projected Innovative Technology Costs in our Asset-Based business associated with the freight handling pilot test program at ABF Freight (non-GAAP item): $6 million vs. $5 million in 4Q’19 |
2
Asset-Light ArcBest Operating Segment [Excluding FleetNet]
3Q’20 and October 2020 Year-over-Year Monthly Total Daily Business Trends
|
| July 2020 |
| August 2020 |
| September 2020 |
| October 2020* |
| ||||
| | | | | | | | | | | | | |
Revenue/Day | | | -2.6 | % | | +14.9 | % | | +11.6 | % | | +31 | % |
* | Statistics for the full month of October 2020 have not been finalized. |
Statistics for October 2020 have not been finalized. Preliminary Asset-Light (excluding FleetNet) financial metrics and business trends for October 2020, compared to the same period last year, are as follows:
| ● | Purchased transportation expense per day increased approximately 33%. |
| ● | Purchased transportation expense represented approximately 84% of revenues compared to 83% of revenues in the same prior-year period. |
| ● | Purchased transportation rates have increased due to tightness in capacity markets, resulting in margin compression. |
3Q’20 and October 2020 Sequential Monthly Total Daily Business Trends
|
| July 2020 |
| August 2020 |
| September 2020 |
| October 2020* |
| ||||
| | | | | | | | | | | | | |
Revenue/Day | | | +17.3 | % | | +17.9 | % | | +2.0 | % | | +7 | % |
* | Statistics for the full month of October 2020 have not been finalized. |
ArcBest Consolidated
4Q’20 – Projected
| ● | Loss in the “Other and eliminations” segment (non-GAAP basis): $3 million vs. $6 million in 4Q’19 |
| ● | Interest Expense, net of Interest Income: $2 million vs. $1 million in 4Q’19 |
| ● | Expense in the “Other, net” line (non-GAAP basis): $0.1 million vs. $0.1 million in 4Q’19 |
FY’20 – Projected
| ● | Loss in the “Other and eliminations” segment (non-GAAP basis): $13 million vs. $21 million in 2019 |
| ● | Expense in the “Other, net” line (non-GAAP basis): $0.1 million vs. $1.6 million in 2019 |
ArcBest Consolidated Capital Expenditures
FY’20 – Projected
| ● | Total Net Capital Expenditures, including financed equipment: $90 million to $95 million |
| ● | Includes revenue equipment purchases (majority for Asset-Based segment): $64 million |
| ● | Depreciation and amortization costs on property, plant and equipment: approximately $110 million |
| ● | Intangible asset amortization: $4 million |
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 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
ArcBest’s third quarter 2020 and 2019 effective GAAP tax rates were 24.9% and 30.3%, respectively. ArcBest currently expects the full year 2020 GAAP tax rate to be approximately 25%, while the effective rate in the fourth quarter may be impacted by items discrete to that period. The “Effective Tax Rate Reconciliation” table on Page 11 of ArcBest’s third quarter 2020 earnings press release in Exhibit 99.1 shows the reconciliation of GAAP to non-GAAP effective tax rates. The non-GAAP effective tax rates of 26.2% for third quarter 2020 and 26.1% for third quarter 2019 were used to calculate the non-GAAP net income and EPS amounts for the respective quarters.
“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. 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 this line 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.
“Other, net” line within Other Income (Costs) on the Consolidated Statements of Operations
Subsequent to the September 30, 2019 substantial liquidation of ArcBest’s nonunion pension plan, 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 items detailed in the table below, ArcBest expects the non-GAAP “Other net” expense to approximate $0.1 million in fourth quarter 2020 and $0.1 million for full year 2020 versus $0.1 million in fourth quarter 2019 and $1.6 million for full year 2019. The lower expense in 2020 as compared to 2019 is primarily due to lower expected postretirement plan expense.
Changes in cash surrender value of life insurance reflected an increase of $1.5 million in third quarter 2020 compared to an increase of $0.6 million in third quarter 2019. This change was an indication of the third quarter 2020 market gains experienced on these assets. ArcBest excludes changes in cash surrender value when presenting non-GAAP net income and EPS.
|
| Three Months Ended | | ||||
| | September 30 | | ||||
|
| 2020 |
| 2019 |
| ||
|
| (in millions) | | ||||
Other, net - income (costs) | | | | | | | |
Amounts on GAAP basis | | $ | 1.5 | | $ | (6.7) | |
Non-GAAP Adjustments: | | | | | | | |
Nonunion pension expense, including settlement, pre-tax | |
| — | |
| 6.7 | |
Life insurance proceeds and losses/(gains) in cash surrender value(1) | |
| (1.5) | |
| (0.6) | |
Non-GAAP amounts | | $ | — | | $ | (0.6) | |
| 1) | Amounts in parentheses indicate gains. |
5
Forward-Looking Statements
Certain statements and information in this exhibit may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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: 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; the ability to maintain third-party information technology systems or licenses; widespread outbreak of an illness or any other communicable disease and the effects of pandemics, including the COVID-19 pandemic, or any other public health crisis; regulatory measures that may be implemented in response to widespread illness, including the COVID-19 pandemic; ineffectiveness of our business continuity plans to meet our operational needs in the event of adverse external events or conditions; 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, and any write-offs associated therewith; the loss or reduction of business from large customers; competitive initiatives and pricing pressures; general economic conditions and related shifts in market demand, including the impact of and uncertainties related to the COVID-19 pandemic, that impact the performance and needs of industries we serve and/or limit our customers’ access to adequate financial resources; the ability to manage our cost structure, and the timing and performance of growth initiatives; 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; our ability to secure independent owner operators and/or operational or regulatory issues related to our use of their services; availability and cost of reliable third-party services; 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; governmental regulations; environmental laws and regulations, including emissions-control regulations; union employee wages and benefits, including changes in required contributions to multiemployer plans; litigation or claims asserted against us; the loss of key employees or the inability to execute succession planning strategies; maintaining our intellectual property rights, brand, and corporate reputation; default on covenants of financing arrangements and the availability and terms of future financing arrangements; timing and amount of capital expenditures; self-insurance claims and insurance premium costs; 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; potential impairment of goodwill and intangible assets; the cost, integration, and performance of any recent or future acquisitions; seasonal fluctuations and adverse weather conditions; regulatory, economic, and other risks arising from our international business; acts of terrorism or war, or the impact of antiterrorism and safety measures; and other financial, operational, and legal risks and uncertainties detailed from time to time in ArcBest’s public filings with the Securities and Exchange Commission (“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