0000894405false00008944052020-11-032020-11-03

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 3, 2020 (November 3, 2020)

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

File Number)

(IRS Employer

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 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

Press release of ArcBest dated November 3, 2020

99.2

Supplemental and other information

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

Graphic

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.

3


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.

4


ARCBEST CORPORATION

CONSOLIDATED BALANCE SHEETS

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;
issued 2020: 29,039,994 shares; 2019: 28,810,902 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.

5


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

6


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


October 2020 Business Update

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

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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  

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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%

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ArcBest Consolidated

Tax Rate

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.

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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.

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