Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 02, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | OLD DOMINION FREIGHT LINE, INC. | |
Entity Central Index Key | 0000878927 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ODFL | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 110,481,622 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 0-19582 | |
Entity Incorporation, State or Country Code | VA | |
Entity Tax Identification Number | 56-0751714 | |
Entity Address, Postal Zip Code | 27360 | |
Entity Address, Address Line One | 500 Old Dominion Way | |
Entity Address, City or Town | Thomasville | |
Entity Address, State or Province | NC | |
City Area Code | 336 | |
Local Phone Number | 889-5000 | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common Stock ($0.10 par value) | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 216,727 | $ 462,564 |
Short-term investments | 158,829 | 254,433 |
Customer receivables, less allowances of $11,100 and $9,855, respectively | 630,370 | 567,474 |
Income taxes receivable | 10,097 | 19,218 |
Other receivables | 13,327 | 12,410 |
Prepaid expenses and other current assets | 81,847 | 67,688 |
Total current assets | 1,111,197 | 1,383,787 |
Property and equipment: | ||
Revenue equipment | 2,344,781 | 2,146,205 |
Land and structures | 2,670,604 | 2,463,949 |
Other fixed assets | 568,131 | 512,340 |
Leasehold improvements | 13,506 | 13,131 |
Total property and equipment | 5,597,022 | 5,135,625 |
Accumulated depreciation | (2,105,511) | (1,919,939) |
Net property and equipment | 3,491,511 | 3,215,686 |
Other assets | 208,685 | 222,071 |
Total assets | 4,811,393 | 4,821,544 |
Current liabilities: | ||
Accounts payable | 120,160 | 82,519 |
Compensation and benefits | 293,688 | 257,905 |
Claims and insurance accruals | 66,228 | 61,822 |
Other accrued liabilities | 94,154 | 61,988 |
Income taxes payable | 45,097 | |
Current maturities of long-term debt | 20,000 | |
Total current liabilities | 639,327 | 464,234 |
Long-term liabilities: | ||
Long-term debt | 79,959 | 99,947 |
Other non-current liabilities | 265,553 | 328,838 |
Deferred income taxes | 268,384 | 248,718 |
Total long-term liabilities | 613,896 | 677,503 |
Total liabilities | 1,253,223 | 1,141,737 |
Commitments and contingent liabilities | ||
Shareholders' equity: | ||
Common stock - $0.10 par value, 280,000,000 shares authorized, 110,954,501 and 115,011,172 shares outstanding at September 30, 2022 and December 31, 2021, respectively | 11,095 | 11,501 |
Capital in excess of par value | 240,790 | 174,445 |
Retained earnings | 3,306,285 | 3,493,861 |
Total shareholders’ equity | 3,558,170 | 3,679,807 |
Total liabilities and shareholders’ equity | $ 4,811,393 | $ 4,821,544 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Customer receivables, allowances | $ 11,100 | $ 9,855 |
Common stock, par value | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 280,000,000 | 280,000,000 |
Common stock, shares outstanding | 110,954,501 | 115,011,172 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue from operations | $ 1,603,690 | $ 1,400,046 | $ 4,768,418 | $ 3,845,970 |
Operating expenses: | ||||
Salaries, wages and benefits | 675,084 | 649,685 | 2,060,983 | 1,806,862 |
Operating supplies and expenses | 217,260 | 146,509 | 645,329 | 408,242 |
General supplies and expenses | 45,951 | 37,312 | 120,580 | 102,907 |
Operating taxes and licenses | 35,753 | 34,028 | 105,781 | 98,550 |
Insurance and claims | 17,491 | 15,674 | 50,562 | 43,579 |
Communications and utilities | 10,288 | 8,738 | 30,062 | 25,324 |
Depreciation and amortization | 68,347 | 65,160 | 203,997 | 193,094 |
Purchased transportation | 34,453 | 52,037 | 129,634 | 130,678 |
Miscellaneous expenses, net | 2,983 | 7,493 | 11,087 | 17,623 |
Total operating expenses | 1,107,610 | 1,016,636 | 3,358,015 | 2,826,859 |
Operating income | 496,080 | 383,410 | 1,410,403 | 1,019,111 |
Non-operating expense (income): | ||||
Interest expense | 997 | 371 | 1,283 | 1,343 |
Interest income | (1,333) | (178) | (1,933) | (660) |
Other expense, net | 351 | 266 | 1,706 | 1,781 |
Total non-operating expense | 15 | 459 | 1,056 | 2,464 |
Income before income taxes | 496,065 | 382,951 | 1,409,347 | 1,016,647 |
Provision for income taxes | 118,664 | 96,317 | 356,117 | 261,078 |
Net income | $ 377,401 | $ 286,634 | $ 1,053,230 | $ 755,569 |
Earnings per share: | ||||
Basic | $ 3.38 | $ 2.48 | $ 9.32 | $ 6.52 |
Diluted | $ 3.36 | $ 2.47 | $ 9.26 | $ 6.48 |
Weighted average shares outstanding: | ||||
Basic | 111,569,260 | 115,411,032 | 113,011,703 | 115,905,834 |
Diluted | 112,294,938 | 116,161,555 | 113,746,887 | 116,655,504 |
Dividends declared per share | $ 0.30 | $ 0.20 | $ 0.90 | $ 0.60 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Capital In Excess Of Par Value [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2020 | $ 3,326,288 | $ 11,706 | $ 226,451 | $ 3,088,131 |
Balance, in shares at Dec. 31, 2020 | 117,058 | |||
Net income | 755,569 | 755,569 | ||
Share repurchases, including settlements under accelerated share repurchase programs, shares | (2,083) | |||
Share repurchases, including settlements under accelerated share repurchase programs | (467,715) | $ (209) | 68,750 | (536,256) |
Forward contract for accelerated share repurchases | (131,250) | (131,250) | ||
Cash dividends declared | (69,387) | (69,387) | ||
Share-based compensation and share issuances, net of forfeitures, shares | 57 | |||
Share-based compensation and share issuances, net of forfeitures | 10,934 | $ 6 | 10,928 | |
Taxes paid in exchange for shares withheld, shares | (21) | |||
Taxes paid in exchange for shares withheld | (4,541) | $ (2) | (4,539) | |
Balance at Sep. 30, 2021 | 3,419,898 | $ 11,501 | 170,340 | 3,238,057 |
Balance, in shares at Sep. 30, 2021 | 115,011 | |||
Balance at Jun. 30, 2021 | 3,402,378 | $ 11,581 | 160,204 | 3,230,593 |
Balance, in shares at Jun. 30, 2021 | 115,810 | |||
Net income | 286,634 | 286,634 | ||
Share repurchases, including settlements under accelerated share repurchase programs, shares | (796) | |||
Share repurchases, including settlements under accelerated share repurchase programs | (187,500) | $ (80) | 68,750 | (256,170) |
Forward contract for accelerated share repurchases | (62,500) | (62,500) | ||
Cash dividends declared | (23,000) | (23,000) | ||
Share-based compensation and share issuances, net of forfeitures, shares | (3) | |||
Share-based compensation and share issuances, net of forfeitures | 3,886 | 3,886 | ||
Balance at Sep. 30, 2021 | 3,419,898 | $ 11,501 | 170,340 | 3,238,057 |
Balance, in shares at Sep. 30, 2021 | 115,011 | |||
Balance at Dec. 31, 2021 | 3,679,807 | $ 11,501 | 174,445 | 3,493,861 |
Balance, in shares at Dec. 31, 2021 | 115,011 | |||
Net income | 1,053,230 | 1,053,230 | ||
Share repurchases, including settlements under accelerated share repurchase programs, shares | (4,085) | |||
Share repurchases, including settlements under accelerated share repurchase programs | (977,301) | $ (409) | 162,500 | (1,139,392) |
Forward contract for accelerated share repurchases | (100,000) | (100,000) | ||
Cash dividends declared | (101,414) | (101,414) | ||
Share-based compensation and share issuances, net of forfeitures, shares | 55 | |||
Share-based compensation and share issuances, net of forfeitures | 12,033 | $ 6 | 12,027 | |
Taxes paid in exchange for shares withheld, shares | (27) | |||
Taxes paid in exchange for shares withheld | (8,185) | $ (3) | (8,182) | |
Balance at Sep. 30, 2022 | 3,558,170 | $ 11,095 | 240,790 | 3,306,285 |
Balance, in shares at Sep. 30, 2022 | 110,954 | |||
Balance at Jun. 30, 2022 | 3,555,829 | $ 11,224 | 236,991 | 3,307,614 |
Balance, in shares at Jun. 30, 2022 | 112,236 | |||
Net income | 377,401 | 377,401 | ||
Share repurchases | 345,431 | $ 129 | 345,302 | |
Share repurchases, shares | 1,282 | |||
Cash dividends declared | (33,428) | (33,428) | ||
Share-based compensation and share issuances, net of forfeitures | 3,860 | 3,860 | ||
Taxes paid in exchange for shares withheld | (61) | (61) | ||
Balance at Sep. 30, 2022 | $ 3,558,170 | $ 11,095 | $ 240,790 | $ 3,306,285 |
Balance, in shares at Sep. 30, 2022 | 110,954 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 1,053,230 | $ 755,569 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 204,009 | 193,106 |
Gain on disposal of property and equipment | (2,584) | (179) |
Deferred income taxes | 20,705 | 9,193 |
Other, net | 24,772 | 22,915 |
Changes in operating assets and liabilities, net | 30,102 | (107,989) |
Net cash provided by operating activities | 1,330,234 | 872,615 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (504,782) | (384,688) |
Proceeds from sale of property and equipment | 20,044 | 18,635 |
Purchase of short-term investments | (163,720) | (254,832) |
Proceeds from maturities of short-term investments | 259,623 | 360,203 |
Other investing activities, net | (500) | |
Net cash used in investing activities | (388,835) | (261,182) |
Cash flows from financing activities: | ||
Payments for share repurchases | (1,077,301) | (536,465) |
Forward contract for accelerated share repurchases | (62,500) | |
Dividends paid | (101,440) | (69,387) |
Other financing activities, net | (8,495) | (4,750) |
Net cash used in financing activities | (1,187,236) | (673,102) |
Decrease in cash and cash equivalents | (245,837) | (61,669) |
Cash and cash equivalents at beginning of period | 462,564 | 401,430 |
Cash and cash equivalents at end of period | $ 216,727 | $ 339,761 |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 1. Significant Accounting Policies Business We are one of the largest North American less-than-truckload (“LTL”) motor carriers. We provide regional, inter-regional and national LTL services through a single integrated, union-free organization. Our service offerings, which include expedited transportation, are provided through an expansive network of service centers located throughout the continental United States. Through strategic alliances, we also provide LTL services throughout North America. In addition to our core LTL services, we offer a range of value-added services including container drayage, truckload brokerage and supply chain consulting. We have one operating segment and the composition of our revenue is summarized below: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2022 2021 2022 2021 LTL services $ 1,582,952 $ 1,378,339 $ 4,703,392 $ 3,787,721 Other services 20,738 21,707 65,026 58,249 Total revenue from operations $ 1,603,690 $ 1,400,046 $ 4,768,418 $ 3,845,970 Basis of Presentation The accompanying unaudited, interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and, in management’s opinion, contain all adjustments (consisting of normal recurring items) necessary for a fair presentation, in all material respects, of the financial position and results of operations for the periods presented. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The preparation of condensed financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Our operating results are subject to seasonal trends; therefore, the results of operations for the interim period ended September 30, 2022 are not necessarily indicative of the results that may be expected for the subsequent quarterly periods or the year ending December 31, 2022. The condensed financial statements should be read in conjunction with the financial statements and related notes, which appear in our Annual Report on Form 10-K for the year ended December 31, 2021. There have been no significant changes in the accounting principles and policies, long-term contracts or estimates inherent in the preparation of the condensed financial statements of Old Dominion Freight Line, Inc. as previously described in our Annual Report on Form 10-K for the year ended December 31, 2021, other than those disclosed in this Form 10-Q. Unless the context requires otherwise, references in these Notes to “Old Dominion,” the “Company,” “we,” “us” and “our” refer to Old Dominion Freight Line, Inc. Stock Repurchase Program On May 1, 2020, we announced that our Board of Directors had approved a two-year stock repurchase program authorizing us to repurchase up to an aggregate of $ 700.0 million of our outstanding common stock (the “2020 Repurchase Program”). The 2020 Repurchase Program became effective upon the termination of our $ 350.0 million repurchase program on May 29, 2020. On July 28, 2021, we announced that our Board of Directors had approved a new stock repurchase program authorizing us to repurchase up to an aggregate of $ 2.0 billion of our outstanding common stock (the “2021 Repurchase Program”). The 2021 Repurchase Program, which does not have an expiration date, began after the completion of the 2020 Repurchase Program in January 2022. Under our repurchase programs, we may repurchase shares from time to time in open market purchases or through privately negotiated transactions. Shares of our common stock repurchased under our repurchase programs are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock. We entered into accelerated share repurchase agreements with a third-party financial institution on each of February 25, 2021, August 26, 2021 and February 24, 2022. The Company’s accelerated share repurchase agreements are each accounted for as a settled treasury stock purchase and a forward stock purchase contract. The par value of the initial shares received is recorded as a reduction to common stock, with the excess purchase price recorded as a reduction to retained earnings. The forward stock purchase contract is accounted for as a contract indexed to our own stock and is classified within capital in excess of par value on our Condensed Balance Sheets. The Company's accelerated share repurchase agreements are each settled with the final number of shares received based on the daily volume-weighted average share price of our common stock over the term of the agreement, less a negotiated discount. The table below summarizes our accelerated share repurchase activity for the nine months ended September 30, 2022 and 2021. Agreement Agreement Settlement Amount Initial Shares Shares Received Total Shares Date Date (In millions) Received at Settlement Received February 2021 August 2021 $ 275.0 960,330 140,716 1,101,046 August 2021 January 2022 $ 250.0 655,365 123,410 778,775 February 2022 April 2022 $ 400.0 1,018,157 372,809 1,390,966 At September 30, 2022 , we had $ 879.0 million remaining authorized under the 2021 Repurchase Program. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 2. Earnings Per Share Basic earnings per share is computed by dividing net income by the daily weighted average number of shares of our common stock outstanding for the period, excluding unvested restricted stock. Unvested restricted stock is included in common shares outstanding on our Condensed Balance Sheets. Diluted earnings per share is computed using the treasury stock method. The denominator used in calculating diluted earnings per share includes the impact of unvested restricted stock and other dilutive, non-participating securities under our equity award agreements. The denominator excludes contingently-issuable shares under performance-based award agreements when the performance target has not yet been deemed achieved. The following table provides a reconciliation of the number of shares of common stock used in computing basic and diluted earnings per share: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Weighted average shares outstanding - basic 111,569,260 115,411,032 113,011,703 115,905,834 Dilutive effect of share-based awards 725,678 750,523 735,184 749,670 Weighted average shares outstanding - diluted 112,294,938 116,161,555 113,746,887 116,655,504 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Note 3. Long-Term Debt Long-term debt, net of unamortized debt issuance costs, consisted of the following: (In thousands) September 30, December 31, Senior notes $ 99,959 $ 99,947 Revolving credit facility — — Total long-term debt 99,959 99,947 Less: Current maturities ( 20,000 ) — Total maturities due after one year $ 79,959 $ 99,947 Note Agreement On May 4, 2020, we entered into a Note Purchase and Private Shelf Agreement with PGIM, Inc. (“Prudential”) and certain affiliates and managed accounts of Prudential (the “Note Agreement”). The Note Agreement, which is uncommitted and subject to Prudential’s sole discretion, provides for the issuance of senior promissory notes with an aggregate principal amount of up to $ 350.0 million through May 4, 2023. Pursuant to the Note Agreement, we issued $ 100.0 million aggregate principal amount of senior promissory notes (the “Series B Notes”) on May 4, 2020. Borrowing availability under the Note Agreement is reduced by the outstanding amount of the existing Series B Notes, and all other senior promissory notes issued pursuant to the Note Agreement. The Series B Notes bear interest at 3.10 % per annum and mature on May 4, 2027, unless prepaid . Principal payments are required annually beginning on May 4, 2023 in equal installments of $ 20.0 million through May 4, 2027 . The Series B Notes are senior unsecured obligations and rank pari passu with borrowings under our second amended and restated credit agreement with Wells Fargo Bank, National Association serving as administrative agent for the lenders, which we entered into on November 21, 2019 (the “Credit Agreement”) or other senior promissory notes issued pursuant to the Note Agreement. Credit Agreement The Credit Agreement provides for a five-year, $ 250.0 million senior unsecured revolving line of credit and a $ 150.0 million accordion feature, which if fully exercised and approved, would expand the total borrowing capacity up to an aggregate of $ 400.0 million. Of the $ 250.0 million line of credit commitments under the Credit Agreement, up to $ 100.0 million may be used for letters of credit. At our option, borrowings under the Credit Agreement bear interest at either: (i) LIBOR (including applicable successor provisions) plus an applicable margin (based on our ratio of net debt-to-total capitalization) that ranges from 1.000 % to 1.375 %; or (ii) a Base Rate, as defined in the Credit Agreement, plus an applicable margin (based on our ratio of net debt-to-total capitalization) that ranges from 0.000 % to 0.375 %. Letter of credit fees equal to the applicable margin for LIBOR loans are charged quarterly in arrears on the daily average aggregate stated amount of all letters of credit outstanding during the quarter. Commitment fees ranging from 0.100 % to 0.175 % (based upon the ratio of net debt-to-total capitalization) are charged quarterly in arrears on the aggregate unutilized portion of the Credit Agreement. For periods covered under the Credit Agreement, the applicable margin on LIBOR loans and letter of credit fees were 1.000 % and commitment fees were 0.100 %. There were $ 38.8 million and $ 39.2 million of outstanding letters of credit at September 30, 2022 and December 31, 2021, respectively. General Debt Provisions The Credit Agreement and Note Agreement contain customary covenants, including financial covenants that require us to observe a maximum ratio of debt to total capital and a minimum fixed charge coverage ratio. The Credit Agreement and the Note Agreement also include a provision limiting our ability to make restricted payments, including dividends and payments for share repurchases, unless, among other conditions, no defaults or events of default are ongoing (or would be caused by such restricted payment). |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 4. Commitments and Contingencies We are involved in or addressing various legal proceedings and claims, governmental inquiries, notices and investigations that have arisen in the ordinary course of our business and have not been fully adjudicated, some of which may be covered in whole or in part by insurance. Certain of these matters include collective and/or class-action allegations. We do not believe that the resolution of any of these matters will have a material adverse effect upon our financial position, results of operations or cash flows. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5. Fair Value Measurements Short-term Investments A summary of the fair value of our short-term investments as of September 30, 2022 and December 31, 2021 is shown in the tables below. (In thousands) Total Level 1 Level 2 Level 3 September 30, 2022 Certificates of deposit $ 15,034 $ — $ 15,034 $ — Commercial paper 143,795 — 143,795 — $ 158,829 $ — $ 158,829 $ — (In thousands) Total Level 1 Level 2 Level 3 December 31, 2021 Certificates of deposit $ 40,014 $ — $ 40,014 $ — Commercial paper 214,419 — 214,419 — $ 254,433 $ — $ 254,433 $ — Our certificates of deposit are measured at carrying value including accrued interest, which approximates fair value due to their short-term nature. Our commercial paper is valued using broker quotes that utilize observable market inputs. Long-term Debt The carrying value of our total long-term debt, including current maturities, was $ 100.0 million and $ 99.9 million at September 30, 2022 and December 31, 2021 , respectively. The estimated fair value of our total long-term debt, including current maturities, was $ 89.6 million and $ 104.5 million at September 30, 2022 and December 31, 2021 , respectively. The fair value measurement of our Series B Notes was determined using a discounted cash flow analysis that factors in current market yields for comparable borrowing arrangements under our credit profile. Since this methodology is based upon market yields for comparable arrangements, the measurement is categorized as Level 2 under the three-level fair value hierarchy as established by the Financial Accounting Standards Board. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Business | Business We are one of the largest North American less-than-truckload (“LTL”) motor carriers. We provide regional, inter-regional and national LTL services through a single integrated, union-free organization. Our service offerings, which include expedited transportation, are provided through an expansive network of service centers located throughout the continental United States. Through strategic alliances, we also provide LTL services throughout North America. In addition to our core LTL services, we offer a range of value-added services including container drayage, truckload brokerage and supply chain consulting. We have one operating segment and the composition of our revenue is summarized below: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2022 2021 2022 2021 LTL services $ 1,582,952 $ 1,378,339 $ 4,703,392 $ 3,787,721 Other services 20,738 21,707 65,026 58,249 Total revenue from operations $ 1,603,690 $ 1,400,046 $ 4,768,418 $ 3,845,970 |
Basis of Presentation | Basis of Presentation The accompanying unaudited, interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and, in management’s opinion, contain all adjustments (consisting of normal recurring items) necessary for a fair presentation, in all material respects, of the financial position and results of operations for the periods presented. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The preparation of condensed financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Our operating results are subject to seasonal trends; therefore, the results of operations for the interim period ended September 30, 2022 are not necessarily indicative of the results that may be expected for the subsequent quarterly periods or the year ending December 31, 2022. The condensed financial statements should be read in conjunction with the financial statements and related notes, which appear in our Annual Report on Form 10-K for the year ended December 31, 2021. There have been no significant changes in the accounting principles and policies, long-term contracts or estimates inherent in the preparation of the condensed financial statements of Old Dominion Freight Line, Inc. as previously described in our Annual Report on Form 10-K for the year ended December 31, 2021, other than those disclosed in this Form 10-Q. Unless the context requires otherwise, references in these Notes to “Old Dominion,” the “Company,” “we,” “us” and “our” refer to Old Dominion Freight Line, Inc. |
Stock Repurchase Program | Stock Repurchase Program On May 1, 2020, we announced that our Board of Directors had approved a two-year stock repurchase program authorizing us to repurchase up to an aggregate of $ 700.0 million of our outstanding common stock (the “2020 Repurchase Program”). The 2020 Repurchase Program became effective upon the termination of our $ 350.0 million repurchase program on May 29, 2020. On July 28, 2021, we announced that our Board of Directors had approved a new stock repurchase program authorizing us to repurchase up to an aggregate of $ 2.0 billion of our outstanding common stock (the “2021 Repurchase Program”). The 2021 Repurchase Program, which does not have an expiration date, began after the completion of the 2020 Repurchase Program in January 2022. Under our repurchase programs, we may repurchase shares from time to time in open market purchases or through privately negotiated transactions. Shares of our common stock repurchased under our repurchase programs are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock. We entered into accelerated share repurchase agreements with a third-party financial institution on each of February 25, 2021, August 26, 2021 and February 24, 2022. The Company’s accelerated share repurchase agreements are each accounted for as a settled treasury stock purchase and a forward stock purchase contract. The par value of the initial shares received is recorded as a reduction to common stock, with the excess purchase price recorded as a reduction to retained earnings. The forward stock purchase contract is accounted for as a contract indexed to our own stock and is classified within capital in excess of par value on our Condensed Balance Sheets. The Company's accelerated share repurchase agreements are each settled with the final number of shares received based on the daily volume-weighted average share price of our common stock over the term of the agreement, less a negotiated discount. The table below summarizes our accelerated share repurchase activity for the nine months ended September 30, 2022 and 2021. Agreement Agreement Settlement Amount Initial Shares Shares Received Total Shares Date Date (In millions) Received at Settlement Received February 2021 August 2021 $ 275.0 960,330 140,716 1,101,046 August 2021 January 2022 $ 250.0 655,365 123,410 778,775 February 2022 April 2022 $ 400.0 1,018,157 372,809 1,390,966 At September 30, 2022 , we had $ 879.0 million remaining authorized under the 2021 Repurchase Program. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Disaggregated Revenue | We have one operating segment and the composition of our revenue is summarized below: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2022 2021 2022 2021 LTL services $ 1,582,952 $ 1,378,339 $ 4,703,392 $ 3,787,721 Other services 20,738 21,707 65,026 58,249 Total revenue from operations $ 1,603,690 $ 1,400,046 $ 4,768,418 $ 3,845,970 |
Summary of Accelerated Repurchase Activity | The table below summarizes our accelerated share repurchase activity for the nine months ended September 30, 2022 and 2021. Agreement Agreement Settlement Amount Initial Shares Shares Received Total Shares Date Date (In millions) Received at Settlement Received February 2021 August 2021 $ 275.0 960,330 140,716 1,101,046 August 2021 January 2022 $ 250.0 655,365 123,410 778,775 February 2022 April 2022 $ 400.0 1,018,157 372,809 1,390,966 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Reconciliation of Number of Common Stock used in Computing Basic and Diluted Earning Per Share | The following table provides a reconciliation of the number of shares of common stock used in computing basic and diluted earnings per share: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Weighted average shares outstanding - basic 111,569,260 115,411,032 113,011,703 115,905,834 Dilutive effect of share-based awards 725,678 750,523 735,184 749,670 Weighted average shares outstanding - diluted 112,294,938 116,161,555 113,746,887 116,655,504 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt, Net of Unamortized Debt Issuance Costs | Long-term debt, net of unamortized debt issuance costs, consisted of the following: (In thousands) September 30, December 31, Senior notes $ 99,959 $ 99,947 Revolving credit facility — — Total long-term debt 99,959 99,947 Less: Current maturities ( 20,000 ) — Total maturities due after one year $ 79,959 $ 99,947 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Short-term Investments | A summary of the fair value of our short-term investments as of September 30, 2022 and December 31, 2021 is shown in the tables below. (In thousands) Total Level 1 Level 2 Level 3 September 30, 2022 Certificates of deposit $ 15,034 $ — $ 15,034 $ — Commercial paper 143,795 — 143,795 — $ 158,829 $ — $ 158,829 $ — (In thousands) Total Level 1 Level 2 Level 3 December 31, 2021 Certificates of deposit $ 40,014 $ — $ 40,014 $ — Commercial paper 214,419 — 214,419 — $ 254,433 $ — $ 254,433 $ — |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) | 9 Months Ended | |||
Sep. 30, 2022 USD ($) Segment | Jul. 28, 2021 USD ($) | May 29, 2020 USD ($) | May 01, 2020 USD ($) | |
Significant Accounting Policies [Line Items] | ||||
Number of operating segment | Segment | 1 | |||
2020 Share Repurchase Program [Member] | Maximum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Stock repurchase program, authorized amount | $ 700,000,000 | |||
2019 Share Repurchase Program [Member] | Maximum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Stock repurchase program, authorized amount | $ 350,000,000 | |||
2021 Share Repurchase Program [Member] | Maximum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Stock repurchase program, authorized amount | $ 2,000,000,000 | |||
Share Repurchase Programs [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Stock repurchase program, remaining authorized repurchase amount | $ 879,000,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from operations | $ 1,603,690 | $ 1,400,046 | $ 4,768,418 | $ 3,845,970 |
LTL Service Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from operations | 1,582,952 | 1,378,339 | 4,703,392 | 3,787,721 |
Other Service Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from operations | $ 20,738 | $ 21,707 | $ 65,026 | $ 58,249 |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Accelerated Repurchase Activity (Details) - USD ($) $ in Millions | 9 Months Ended | ||||
Feb. 24, 2022 | Aug. 26, 2021 | Feb. 25, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
February 2021 ASR Agreement [Member] | |||||
Accelerated Share Repurchases [Line Items] | |||||
Agreement Date | 2021-02 | ||||
Settlement Date | 2021-08 | 2021-08 | |||
Agreement Amount | $ 275 | ||||
Initial shares delivered | 960,330 | ||||
Additional Shares Delivered | 140,716 | ||||
Total Shares Delivered | 1,101,046 | ||||
August 2021 ASR Agreement [Member] | |||||
Accelerated Share Repurchases [Line Items] | |||||
Agreement Date | 2021-08 | ||||
Settlement Date | 2022-01 | 2022-01 | |||
Agreement Amount | $ 250 | ||||
Initial shares delivered | 655,365 | ||||
Additional Shares Delivered | 123,410 | ||||
Total Shares Delivered | 778,775 | ||||
February 2022 ASR Agreement [Member] | |||||
Accelerated Share Repurchases [Line Items] | |||||
Agreement Date | 2022-02 | ||||
Settlement Date | 2022-04 | 2022-04 | |||
Agreement Amount | $ 400 | ||||
Initial shares delivered | 1,018,157 | ||||
Additional Shares Delivered | 372,809 | ||||
Total Shares Delivered | 1,390,966 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Number of Common Stock used in Computing Basic and Diluted Earning Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Weighted average shares outstanding - basic | 111,569,260 | 115,411,032 | 113,011,703 | 115,905,834 |
Dilutive effect of share-based awards | 725,678 | 750,523 | 735,184 | 749,670 |
Weighted average shares outstanding - diluted | 112,294,938 | 116,161,555 | 113,746,887 | 116,655,504 |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-term Debt, Net of Unamortized Debt Issuance Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Senior notes | $ 99,959 | $ 99,947 |
Revolving credit facility | 0 | |
Total long-term debt | 99,959 | 99,947 |
Less: Current maturities | (20,000) | 0 |
Total maturities due after one year | $ 79,959 | $ 99,947 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) $ in Thousands | May 04, 2023 | May 04, 2020 | Nov. 21, 2019 | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||||
Senior note | $ 99,959 | $ 99,947 | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.10% | ||||
Letter of Credit Fee in Percentage | 1% | ||||
Letters of Credit Outstanding, Amount | $ 38,800 | $ 39,200 | |||
2019 Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Original borrowing capacity | $ 250,000 | ||||
Line of Credit Facility Accordion | 150,000 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 400,000 | ||||
Letter of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | $ 100,000 | ||||
Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest Rate Spread added to Rate | 0.375% | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.175% | ||||
Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest Rate Spread added to Rate | 1.375% | ||||
Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest Rate Spread added to Rate | 0% | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.10% | ||||
Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest Rate Spread added to Rate | 1% | ||||
Series B [Member] | Forecast [Member] | |||||
Debt Instrument [Line Items] | |||||
Scheduled principal payment | $ 20,000 | ||||
Maturity date | May 04, 2027 | ||||
Notes interest | 3.10% | ||||
Maturity Date Description | The Series B Notes bear interest at 3.10% per annum and mature on May 4, 2027, unless prepaid | ||||
P G I M I N C [Member] | Series B Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of senior promissory notes | $ 100,000 | ||||
Note Agreement [Member] | P G I M I N C [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate amount on promissory notes issued | $ 350,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Short-term Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, Fair value | $ 158,829 | $ 254,433 |
Certificates of deposit [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, Fair value | 15,034 | 40,014 |
Commercial paper [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, Fair value | 143,795 | 214,419 |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, Fair value | 158,829 | 254,433 |
Level 2 [Member] | Certificates of deposit [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, Fair value | 15,034 | 40,014 |
Level 2 [Member] | Commercial paper [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, Fair value | $ 143,795 | $ 214,419 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Debt and capital lease obligations | $ 99,959 | $ 99,947 |
Long-term debt, fair value | $ 89,600 | $ 104,500 |