Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 2-May-14 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'ARCBEST CORP /DE/ | ' |
Entity Central Index Key | '0000894405 | ' |
Document Type | '10-Q/A | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'true | ' |
Amendment Description | 'The purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 of ArcBest Corporation (the "Company"), filed with the Securities and Exchange Commission on May 9, 2014 (the "Form 10-Q"), is solely to correct the "2013" and "2014" headings, which were transposed by the filing processor in (i) the table that sets forth the computation of basic and diluted loss per share in Note I - Earnings per Share of the Notes to Consolidated Financial Statements included in Part I, Item 1 of the Form 10-Q and (ii) the table that sets forth the consolidated results for the three months ended March 31, 2014 and 2013 under the Results of Operations section of the Management's Discussion and Analysis of Financial Condition and Results of Operations section in Part I, Item 2 of the Form 10-Q. Other than the aforementioned, no other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q applies to the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q. | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 25,994,747 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS | ' | ' |
Cash and cash equivalents | $95,728 | $105,354 |
Short-term investments | 35,960 | 35,906 |
Restricted cash, cash equivalents, and short-term investments | 1,903 | 1,902 |
Accounts receivable, less allowances (2014 - $4,516; 2013 - $4,533) | 221,870 | 202,540 |
Other accounts receivable, less allowances (2014 - $1,441; 2013 - $1,422) | 6,940 | 7,272 |
Prepaid expenses | 22,178 | 19,016 |
Deferred income taxes | 36,018 | 37,482 |
Prepaid and refundable income taxes | 4,205 | 2,061 |
Other | 8,144 | 6,952 |
TOTAL CURRENT ASSETS | 432,946 | 418,485 |
PROPERTY, PLANT AND EQUIPMENT | ' | ' |
Land and structures | 248,310 | 245,805 |
Revenue equipment | 588,935 | 589,902 |
Service, office, and other equipment | 124,273 | 124,303 |
Software | 112,896 | 110,998 |
Leasehold improvements | 23,637 | 23,582 |
TOTAL PROPERTY, PLANT AND EQUIPMENT, GROSS | 1,098,051 | 1,094,590 |
Less allowances for depreciation and amortization | 713,493 | 700,193 |
PROPERTY, PLANT AND EQUIPMENT, net | 384,558 | 394,397 |
GOODWILL | 76,448 | 76,448 |
INTANGIBLE ASSETS, net | 74,344 | 75,387 |
OTHER ASSETS | 53,349 | 52,609 |
TOTAL ASSETS | 1,021,645 | 1,017,326 |
CURRENT LIABILITIES | ' | ' |
Bank overdraft and drafts payable | 15,009 | 13,609 |
Accounts payable | 110,364 | 89,091 |
Income taxes payable | 162 | 1,782 |
Accrued expenses | 171,433 | 173,622 |
Current portion of long-term debt | 30,725 | 31,513 |
TOTAL CURRENT LIABILITIES | 327,693 | 309,617 |
LONG-TERM DEBT, less current portion | 74,355 | 81,332 |
PENSION AND POSTRETIREMENT LIABILITIES | 34,587 | 26,847 |
OTHER LIABILITIES | 13,217 | 15,041 |
DEFERRED INCOME TAXES | 57,596 | 64,028 |
STOCKHOLDERS' EQUITY | ' | ' |
Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2014: 27,547,487 shares; 2013: 27,507,241 shares | 275 | 275 |
Additional paid-in capital | 298,635 | 296,133 |
Retained earnings | 290,723 | 296,735 |
Treasury stock, at cost, 1,677,932 shares | -57,770 | -57,770 |
Accumulated other comprehensive loss | -17,666 | -14,912 |
TOTAL STOCKHOLDERS' EQUITY | 514,197 | 520,461 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $1,021,645 | $1,017,326 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
CONSOLIDATED BALANCE SHEETS | ' | ' |
Accounts receivable, allowances (in dollars) | $4,516 | $4,533 |
Other accounts receivable, allowances (in dollars) | $1,441 | $1,422 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, authorized shares | 70,000,000 | 70,000,000 |
Common stock, issued shares | 27,547,487 | 27,507,241 |
Treasury stock, at cost, shares | 1,677,932 | 1,677,932 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2013 |
CONSOLIDATED STATEMENTS OF OPERATIONS | ' | ' | ' |
OPERATING REVENUES | $577,904 | ' | $520,687 |
OPERATING EXPENSES | 586,606 | ' | 544,037 |
OPERATING LOSS | -8,702 | ' | -23,350 |
OTHER INCOME (EXPENSE) | ' | ' | ' |
Interest and dividend income | 190 | ' | 171 |
Interest expense and other related financing costs | -808 | ' | -1,207 |
Other, net | 365 | ' | 1,083 |
TOTAL OTHER INCOME (EXPENSE) | -253 | ' | 47 |
LOSS BEFORE INCOME TAXES | -8,955 | ' | -23,303 |
INCOME TAX BENEFIT | -3,762 | ' | -9,908 |
NET LOSS | ($5,193) | ' | ($13,395) |
LOSS PER COMMON SHARE | ' | ' | ' |
Basic (in dollars per share) | ($0.20) | ' | ($0.52) |
Diluted (in dollars per share) | ($0.20) | ' | ($0.52) |
AVERAGE COMMON SHARES OUTSTANDING | ' | ' | ' |
Basic (in shares) | 25,876,928 | ' | 25,638,333 |
Diluted (in shares) | 25,876,928 | ' | 25,638,333 |
CASH DIVIDENDS DECLARED PER COMMON SHARE (in dollars per share) | $0.03 | $0.03 | $0.03 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ' | ' |
NET LOSS | ($5,193) | ($13,395) |
Pension and other postretirement benefit plans: | ' | ' |
Net actuarial loss, net of tax of: (2014 - $3,372) | -5,296 | ' |
Pension settlement expense, net of tax of: (2014 - $1,436) | 2,255 | ' |
Amortization of unrecognized net periodic benefit costs, net of tax of: (2014 - $206; 2013 - $1,114): | ' | ' |
Net actuarial loss | 353 | 1,779 |
Prior service credit | -29 | -29 |
Foreign currency translation: | ' | ' |
Change in foreign currency translation, net of tax of: (2014 - $24; 2013 - $11) | -37 | -19 |
OTHER COMPREHENSIVE INCOME (LOSS), net of tax | -2,754 | 1,731 |
TOTAL COMPREHENSIVE LOSS | ($7,947) | ($11,664) |
CONSOLIDATED_STATEMENTS_OF_COM1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ' | ' |
Net actuarial loss, tax | $3,372 | ' |
Pension settlement expense, tax | 1,436 | ' |
Amortization of unrecognized net periodic benefit costs, tax | 206 | 1,114 |
Change in foreign currency translation, tax | $24 | $11 |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss |
In Thousands, unless otherwise specified | ||||||
Balances at Dec. 31, 2013 | $520,461 | $275 | $296,133 | $296,735 | ($57,770) | ($14,912) |
Balances (in shares) at Dec. 31, 2013 | ' | 27,507 | ' | ' | 1,678 | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Net loss | -5,193 | ' | ' | -5,193 | ' | ' |
Other comprehensive loss, net of tax | -2,754 | ' | ' | ' | ' | -2,754 |
Issuance of common stock under share-based compensation plans | 1,034 | 0 | 1,034 | ' | ' | ' |
Issuance of common stock under share-based compensation plans (in shares) | ' | 40 | ' | ' | ' | ' |
Tax effect of share-based compensation plans and other | -100 | ' | -100 | ' | ' | ' |
Share-based compensation expense | 1,568 | ' | 1,568 | ' | ' | ' |
Dividends declared on common stock | -819 | ' | ' | -819 | ' | ' |
Balances at Mar. 31, 2014 | $514,197 | $275 | $298,635 | $290,723 | ($57,770) | ($17,666) |
Balances (in shares) at Mar. 31, 2014 | ' | 27,547 | ' | ' | 1,678 | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
OPERATING ACTIVITIES | ' | ' |
Net loss | ($5,193) | ($13,395) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization | 19,410 | 22,150 |
Amortization of intangibles | 1,043 | 1,043 |
Pension settlement expense | 3,691 | ' |
Share-based compensation expense | 1,568 | 1,303 |
Provision for losses on accounts receivable | 84 | 969 |
Deferred income tax benefit | -3,493 | -8,756 |
Gain on sale of property and equipment | -214 | -212 |
Changes in operating assets and liabilities: | ' | ' |
Receivables | -19,268 | -9,886 |
Prepaid expenses | -3,163 | -2,042 |
Other assets | -1,710 | -964 |
Income taxes | -3,610 | -1,548 |
Accounts payable, accrued expenses, and other liabilities | 17,065 | 11,124 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 6,210 | -214 |
INVESTING ACTIVITIES | ' | ' |
Purchases of property, plant and equipment, net of financings | -8,654 | -3,440 |
Proceeds from sale of property and equipment | 746 | 842 |
Purchases of short-term investments | ' | -3,752 |
Proceeds from sale of short-term investments | ' | 2,940 |
Capitalization of internally developed software and other | -1,879 | -2,090 |
NET CASH USED IN INVESTING ACTIVITIES | -9,787 | -5,500 |
FINANCING ACTIVITIES | ' | ' |
Payments on long-term debt | -7,765 | -10,955 |
Net change in bank overdraft and other | 1,400 | -1,909 |
Net change in restricted cash, cash equivalents, and short-term investments | -1 | 3,754 |
Payment of common stock dividends | -819 | -807 |
Proceeds from the exercise of stock options | 1,136 | ' |
NET CASH USED IN FINANCING ACTIVITIES | -6,049 | -9,917 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | -9,626 | -15,631 |
Cash and cash equivalents at beginning of period | 105,354 | 90,702 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 95,728 | 75,071 |
NONCASH INVESTING ACTIVITIES | ' | ' |
Accruals for equipment received | $102 | $173 |
ORGANIZATION_AND_DESCRIPTION_O
ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION | 3 Months Ended |
Mar. 31, 2014 | |
ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION | ' |
ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION | ' |
NOTE A – ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION | |
ArcBest CorporationSM (the “Company”), the parent holding company, is a freight transportation services and integrated logistics solutions provider. The Company was formerly known as Arkansas Best Corporation. On May 1, 2014, the Company announced its name change to ArcBest Corporation and also adopted a new unified logo system as the Company strengthens its identity as a holistic provider of transportation and logistics solutions for a wide variety of customers. In conjunction with this change, the Company’s common stock began trading effective May 1, 2014 under a new Nasdaq stock trading symbol, ARCB. | |
The Company’s principal operations are conducted through its Freight Transportation (ABF Freight) segment, which consists of ABF Freight System, Inc. and certain other subsidiaries of the Company. The Company’s other reportable operating segments are Premium Logistics (Panther), Emergency & Preventative Maintenance (FleetNet), Transportation Management (ABF Logistics), and Household Goods Moving Services (ABF Moving) (see Note J). | |
ABF Freight represented approximately 73% of the Company’s total revenues before other revenues and intercompany eliminations for the three months ended March 31, 2014. As of March 2014, approximately 76% of ABF Freight’s employees were covered under a collective bargaining agreement, the ABF National Master Freight Agreement (the “ABF NMFA”), with the International Brotherhood of Teamsters (the “IBT”), which extends through March 31, 2018. The ABF NMFA included a 7% wage rate reduction upon the November 3, 2013 implementation date, followed by wage rate increases of 2% on July 1 in each of the next three years and a 2.5% increase on July 1, 2017; a one-week reduction in annual compensated vacation effective for employee anniversary dates on or after April 1, 2013; the option to expand the use of purchased transportation; and increased flexibility in labor work rules. Not all of the contract changes were effective immediately upon implementation and, therefore, expected net cost reductions will be realized over time. The ABF NMFA and the related supplemental agreements provide for continued contributions to various multiemployer health, welfare, and pension plans maintained for the benefit of ABF Freight’s employees who are members of the IBT. Applicable rate increases for these plans were applied retroactively to August 1, 2013. The estimated net effect of the November 3 wage rate reduction and the August 1 benefit rate increase was an initial reduction of approximately 4% to the combined total contractual wage and benefit rate under the ABF NMFA. The combined contractual wage and benefit contribution rate under the ABF NMFA is estimated to increase approximately 2.5% to 3.0% on a compounded annual basis through the end of the agreement in 2018. | |
On May 31, 2013, Albert Companies, Inc., a subsidiary of the Company whose operations are included in the ABF Moving segment (see Note J), acquired a privately-owned logistics company for net cash consideration of $4.1 million. As the acquired business is not significant to the Company’s consolidated operating results and financial position, pro forma financial information and the purchase price allocation of acquired assets and liabilities have not been presented. The results of the acquired operations subsequent to the acquisition date have been included in the accompanying consolidated financial statements. | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable rules and regulations of the Securities and Exchange Commission (the “Commission”) pertaining to interim financial information. Accordingly, these interim financial statements do not include all information or footnote disclosures required by accounting principles generally accepted in the United States for complete financial statements and, therefore, should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s 2013 Annual Report on Form 10-K and other current filings with the Commission. The consolidated financial statements as of March 31, 2014 were affected by pension settlement expense related to the Company’s nonunion defined pension plan (see Note F). In the opinion of management, all adjustments (which are of a normal and recurring nature) considered necessary for a fair presentation have been included. | |
Preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosed amounts of contingent liabilities, and the reported amounts of revenues and expenses. If the underlying estimates and assumptions upon which the financial statements and accompanying notes are based change in future periods, actual amounts may differ from those included in the accompanying consolidated financial statements. | |
FINANCIAL_INSTRUMENTS_AND_FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | ' | |||||||||||||
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | ' | |||||||||||||
NOTE B – FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | ||||||||||||||
Financial Instruments | ||||||||||||||
The following table presents the components of cash and cash equivalents, short-term investments, and restricted funds: | ||||||||||||||
March 31 | December 31 | |||||||||||||
2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||
Cash and cash equivalents | ||||||||||||||
Cash deposits(1) | $ | 54,880 | $ | 63,547 | ||||||||||
Variable rate demand notes(1)(2) | 29,747 | 29,706 | ||||||||||||
Money market funds(3) | 11,101 | 12,101 | ||||||||||||
$ | 95,728 | $ | 105,354 | |||||||||||
Short-term investments | ||||||||||||||
Certificates of deposit(1) | $ | 35,960 | $ | 35,906 | ||||||||||
Restricted cash, cash equivalents, and short-term investments(4) | ||||||||||||||
Cash deposits(1) | $ | 1,903 | $ | 1,902 | ||||||||||
(1) Recorded at cost plus accrued interest, which approximates fair value. | ||||||||||||||
(2) Amounts may be redeemed on a daily basis with the original issuer. | ||||||||||||||
(3) Recorded at fair value as determined by quoted market prices (see amounts presented in the table of financial assets measured at fair value within this Note). | ||||||||||||||
(4) Amounts restricted for use are subject to change based on the requirements of the Company’s collateralized facilities (see Note E). | ||||||||||||||
The Company’s financial instruments in other long-term assets are presented in the table of financial assets measured at fair value within this Note. | ||||||||||||||
Concentrations of Credit Risk of Financial Instruments | ||||||||||||||
The Company is potentially subject to concentrations of credit risk related to its cash, cash equivalents, and short-term investments. The Company reduces credit risk by maintaining its cash deposits primarily in FDIC-insured accounts and placing its unrestricted short-term investments primarily in FDIC-insured certificates of deposit with varying original maturities of ninety-one days to one year. However, certain cash deposits and certificates of deposit may exceed federally insured limits. At March 31, 2014 and December 31, 2013, cash, cash equivalents, and certificates of deposit of $49.4 million were not FDIC insured. | ||||||||||||||
Fair Value Disclosure of Financial Instruments | ||||||||||||||
Fair value disclosures are made in accordance with the following hierarchy of valuation techniques based on whether the inputs of market data and market assumptions used to measure fair value are observable or unobservable: | ||||||||||||||
· Level 1 — Quoted prices for identical assets and liabilities in active markets. | ||||||||||||||
· Level 2 — Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. | ||||||||||||||
· Level 3 — Unobservable inputs (Company’s market assumptions) that are significant to the valuation model. | ||||||||||||||
The fair value of the Company’s Term Loan and note payable debt obligations (see Note E) approximate the amounts recorded in the consolidated balance sheets as presented in the following table: | ||||||||||||||
March 31 | December 31 | |||||||||||||
2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||
Value | Value | Value | Value | |||||||||||
Term Loan(1) | $ | 80,625 | $ | 80,625 | $ | 83,750 | $ | 83,750 | ||||||
Notes payable(2) | 18,036 | 18,118 | 22,082 | 22,092 | ||||||||||
$ | 98,661 | $ | 98,743 | $ | 105,832 | $ | 105,842 | |||||||
(1) The Term Loan, which was entered into on June 15, 2012, carries a variable interest rate based on LIBOR, plus a margin, that is considered to be priced at market for debt instruments having similar terms and collateral requirements (Level 2 of the fair value hierarchy). | ||||||||||||||
(2) Fair value of the notes payable was determined using a present value income approach based on quoted interest rates from lending institutions with which the Company would enter into similar transactions (Level 2 of the fair value hierarchy). | ||||||||||||||
Financial Assets Measured at Fair Value | ||||||||||||||
The following table presents the assets that are measured at fair value on a recurring basis, based upon quoted prices for identical assets in active markets (Level 1 of the fair value hierarchy): | ||||||||||||||
March 31 | December 31 | |||||||||||||
2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||
Money market funds(1) | $ | 11,101 | $ | 12,101 | ||||||||||
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan(2) | 2,654 | 3,063 | ||||||||||||
$ | 13,755 | $ | 15,164 | |||||||||||
(1) Included in cash and cash equivalents. | ||||||||||||||
(2) Nonqualified deferred compensation plan investments consist of U.S. and international equity mutual funds, government and corporate bond mutual funds, and money market funds which are held in a trust with a third-party brokerage firm. Quoted market prices are used to determine fair values of the investments which are included in other long-term assets, with a corresponding liability reported within other long-term liabilities. | ||||||||||||||
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
GOODWILL AND INTANGIBLE ASSETS | ' | ||||||||||||
GOODWILL AND INTANGIBLE ASSETS | ' | ||||||||||||
NOTE C — GOODWILL AND INTANGIBLE ASSETS | |||||||||||||
Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired. Goodwill at March 31, 2014 and December 31, 2014 totaled $76.4 million of which $71.1 million was reported in the Panther segment and $5.3 million was reported in the ABF Moving segment. | |||||||||||||
Intangible assets consisted of the following as of March 31, 2014: | |||||||||||||
Weighted Average | Accumulated | Net | |||||||||||
Amortization Period | Cost | Amortization | Value | ||||||||||
(in years) | (in thousands) | ||||||||||||
Finite-lived intangible assets | |||||||||||||
Customer relationships | 14 | $ | 43,500 | $ | 5,567 | $ | 37,933 | ||||||
Driver network | 3 | 3,200 | 1,911 | 1,289 | |||||||||
13 | 46,700 | 7,478 | 39,222 | ||||||||||
Indefinite-lived intangible assets | |||||||||||||
Trade name | N/A | 32,300 | N/A | 32,300 | |||||||||
Other | N/A | 2,822 | N/A | 2,822 | |||||||||
35,122 | N/A | 35,122 | |||||||||||
Total intangible assets | N/A | $ | 81,822 | $ | 7,478 | $ | 74,344 | ||||||
Intangible assets, except for the $2.8 million of other indefinite-lived assets, were acquired in conjunction with the June 2012 acquisition of Panther. Intangible amortization expense totaled $1.0 million (all of which pertained to the intangibles acquired in the Panther acquisition) for each of the three-month periods ended March 31, 2014 and 2013. Amortization expense on intangible assets (excluding acquired software which is reported within property, plant and equipment) is anticipated to range between $3 million and $4 million per year for the years ended December 31, 2014 through 2018. | |||||||||||||
INCOME_TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2014 | |
INCOME TAXES | ' |
INCOME TAXES | ' |
NOTE D – INCOME TAXES | |
The Company’s statutory federal tax rate is 35%. State tax rates vary among states and average approximately 6.0% to 6.5%, although some state rates are higher and a small number of states do not impose an income tax. The effective tax benefit rate for the three months ended March 31, 2014 was 42.0%. This tax benefit rate reflects a 1.6% benefit from reduced state deferred tax liabilities to reflect enactment of lower tax rates in some states. The effective tax benefit rate for the three months ended March 31, 2013 was 42.5%. The 2013 first quarter rate reflects the benefit of the retroactive reinstatement in January 2013 of the alternative fuel tax credit that had previously expired on December 31, 2011. The $0.9 million benefit of the 2012 credit and the $0.3 million benefit of the first quarter 2013 credit were recognized in the first quarter of 2013. The alternative fuel tax credit expired on December 31, 2013 and will not be available in 2014 unless extended by legislative act. | |
In addition to the state deferred tax reduction described above for the first quarter of 2014, the difference between the Company’s effective tax rate and the federal statutory rate primarily results from state income taxes, nondeductible expenses, changes in the cash surrender value of life insurance, and changes in valuation allowances for deferred tax assets. | |
As of March 31, 2014, the Company’s deferred tax liabilities which will reverse in future years exceeded the deferred tax assets. The Company evaluated the total deferred tax assets at March 31, 2014 and concluded that, other than for certain deferred tax assets related to foreign tax credits, the assets did not exceed the amount for which realization is more likely than not. In making this determination, the Company considered the future reversal of existing taxable temporary differences, taxable income in carryback years, future taxable income, and tax planning strategies. | |
During the three months ended March 31, 2014, the Company received refunds of $2.0 million of federal and state income taxes that were paid in prior years, primarily from loss carrybacks, and the Company paid federal, state, and foreign income taxes of $5.4 million. | |
LONGTERM_DEBT_AND_FINANCING_AR
LONG-TERM DEBT AND FINANCING ARRANGEMENTS | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
LONG-TERM DEBT AND FINANCING ARRANGEMENTS | ' | |||||||||||||
LONG-TERM DEBT AND FINANCING ARRANGEMENTS | ' | |||||||||||||
NOTE E – LONG-TERM DEBT AND FINANCING ARRANGEMENTS | ||||||||||||||
Long-Term Debt Obligations | ||||||||||||||
Long-term debt consisted of a Term Loan under the Credit Agreement (further described in Financing Arrangements within this Note) and notes payable and capital lease obligations related to the financing of revenue equipment (tractors and trailers used primarily in ABF Freight’s operations), real estate, and certain other equipment as follows: | ||||||||||||||
March 31 | December 31 | |||||||||||||
2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||
Term Loan (interest rate of 1.7% at March 31, 2014) | $ | 80,625 | $ | 83,750 | ||||||||||
Notes payable (weighted average interest rate of 2.9% at March 31, 2014) | 18,036 | 22,082 | ||||||||||||
Capital lease obligations (weighted average interest rate of 4.9% at March 31, 2014) | 6,419 | 7,013 | ||||||||||||
105,080 | 112,845 | |||||||||||||
Less current portion | 30,725 | 31,513 | ||||||||||||
Long-term debt, less current portion | $ | 74,355 | $ | 81,332 | ||||||||||
Scheduled maturities of long-term debt obligations as of March 31, 2014 were as follows: | ||||||||||||||
Term | Notes | Capital Lease | ||||||||||||
Total | Loan(1) | Payable | Obligations(2) | |||||||||||
(in thousands) | ||||||||||||||
Due in one year or less | $ | 32,414 | $ | 15,485 | $ | 14,132 | $ | 2,797 | ||||||
Due after one year through two years | 25,559 | 18,078 | 4,262 | 3,219 | ||||||||||
Due after two years through three years | 19,040 | 18,826 | — | 214 | ||||||||||
Due after three years through four years | 32,341 | 32,120 | — | 221 | ||||||||||
Due after four years through five years | 227 | — | — | 227 | ||||||||||
Due after five years | 194 | — | — | 194 | ||||||||||
Total payments | 109,775 | 84,509 | 18,394 | 6,872 | ||||||||||
Less amounts representing interest | 4,695 | 3,884 | 358 | 453 | ||||||||||
Long-term debt | $ | 105,080 | $ | 80,625 | $ | 18,036 | $ | 6,419 | ||||||
(1) The future interest payments included in the scheduled maturities due under the Term Loan are calculated using variable interest rates based on the LIBOR swap curve, plus the anticipated applicable margin (see Term Loan within the Financing Arrangements section of this Note). | ||||||||||||||
(2) Minimum payments of capital lease obligations include maximum amounts due under rental adjustment clauses contained in the capital lease agreements. | ||||||||||||||
Assets securitizing notes payable or held under capital leases were included in property, plant and equipment as follows: | ||||||||||||||
March 31 | December 31 | |||||||||||||
2014 | 2013(1) | |||||||||||||
(in thousands) | ||||||||||||||
Revenue equipment | $ | 58,525 | $ | 58,613 | ||||||||||
Land and structures (terminals) | 1,793 | 1,794 | ||||||||||||
Service, office, and other equipment | 1,759 | 1,758 | ||||||||||||
Total assets securitizing notes payable or held under capital leases | 62,077 | 62,165 | ||||||||||||
Less accumulated depreciation and amortization(2) | 29,445 | 26,847 | ||||||||||||
Net assets securitizing notes payable or held under capital leases | $ | 32,632 | $ | 35,318 | ||||||||||
(1) The individual line items in this table for 2013 are the same as those previously presented in Note H to the consolidated financial statements in Part II, Item 8 of the Company’s 2013 Annual Report on Form 10-K; however, the total amounts for the 2013 period have been revised to reflect proper calculation. (The corresponding December 31, 2012 amount of assets securitizing notes payable or held under capital leases totaled $96.6 million and $61.4 million net of accumulated amortization.) | ||||||||||||||
(2) Amortization of assets under capital leases and depreciation of assets securitizing notes payable are included in depreciation expense. | ||||||||||||||
Financing Arrangements | ||||||||||||||
Term Loan | ||||||||||||||
On June 15, 2012, the Company entered into a credit agreement (the “Credit Agreement”) with a syndicate of financial institutions. Pursuant to the Credit Agreement, a five-year, $100.0 million secured term loan (the “Term Loan”) was obtained to finance a portion of the cost of the acquisition of Panther. The Credit Agreement also provides the Company with the right to request revolving commitments thereunder up to an aggregate amount of $75.0 million, subject to the satisfaction of certain additional conditions provided in the agreement. However, borrowings under the revolving commitments would replace borrowing capacity under the accounts receivable securitization program which is discussed within this Note. There have been no borrowings under the revolving commitments. The Term Loan is secured by a lien on certain of the Company’s assets and pledges of the equity interests in certain subsidiaries (with these assets and subsidiaries defined in the Credit Agreement). The Term Loan requires quarterly principal payments and monthly interest payments, with remaining amounts outstanding due upon the maturity date of June 15, 2017. Borrowings under the Term Loan can be repaid in whole or in part at any time, without penalty, subject to required notice periods and compliance with minimum prepayment amounts. The Term Loan allows for the election of interest at a base rate or LIBOR plus a margin based on the adjusted leverage ratio, as defined, which is measured at the end of each fiscal quarter. The Credit Agreement contains conditions, representations and warranties, events of default, and indemnification provisions that are customary for financings of this type including, but not limited to, a minimum fixed charge coverage ratio, a maximum adjusted leverage ratio, and limitations on incurrence of debt, investments, liens on assets, transactions with affiliates, mergers, consolidations, and purchases and sales of assets. As of March 31, 2014, the Company was in compliance with the covenants. | ||||||||||||||
Accounts Receivable Securitization Program | ||||||||||||||
The Company has an accounts receivable securitization program with PNC Bank which provides for cash proceeds of an amount up to $75.0 million. Under this facility, which matures on June 15, 2015, certain subsidiaries of the Company continuously sell a designated pool of trade accounts receivables to a wholly owned subsidiary which, in turn, may borrow funds on a revolving basis. This wholly owned consolidated subsidiary is a separate bankruptcy-remote entity, and its assets would be available only to satisfy the claims related to the lender’s interest in the trade accounts receivables. Advances under the facility bear interest based upon LIBOR, plus a margin, and an annual facility fee. The securitization agreement contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type, including a maximum adjusted leverage ratio covenant. As of March 31, 2014, the Company was in compliance with the covenants. There have been no borrowings under this facility. | ||||||||||||||
The accounts receivable securitization program includes a provision under which the Company may request and the letter of credit issuer may issue standby letters of credit, primarily in support of workers’ compensation and third-party casualty claims liabilities in various states in which the Company is self-insured. The outstanding standby letters of credit reduce the availability of borrowings under the facility. As of March 31, 2014, standby letters of credit of $20.3 million have been issued under the facility, which resulted in available borrowing capacity of $54.7 million. | ||||||||||||||
Letter of Credit Agreements and Surety Bond Programs | ||||||||||||||
The Company has agreements with certain financial institutions to provide collateralized facilities for the issuance of letters of credit (“LC Agreements”). These financial institutions issue letters of credit on behalf of the Company primarily in support of the self-insurance program previously discussed within this Note. The LC Agreements contain no financial ratios or financial covenants which the Company is required to maintain. The LC Agreements generally require cash or short-term investments to be pledged as collateral for outstanding letters of credit. The Company had letters of credit outstanding of $22.8 million (including $20.3 million which were issued under the accounts receivable securitization program previously described within this Note), as of March 31, 2014 and December 31, 2013, of which $1.9 million were collateralized by restricted cash under the LC Agreements. The Company had up to $58.1 million available as of March 31, 2014 for issuance of letters of credit, subject to the Company’s compliance with the requirements of issuance. | ||||||||||||||
The Company has programs in place with multiple surety companies for the issuance of partially secured or unsecured surety bonds in support of the self-insurance program previously discussed within this Note. As of March 31, 2014 and December 31, 2013, surety bonds outstanding related to the collateralized self-insurance program totaled $12.5 million and $12.7 million, respectively, which were collateralized by letters of credit of $3.8 million issued under the previously described accounts receivable securitization program. Under separate uncollateralized bond programs, surety bonds outstanding related to the Company’s self-insurance program totaled $44.1 million and $43.8 million as of March 31, 2014 and December 31, 2013, respectively. | ||||||||||||||
PENSION_AND_OTHER_POSTRETIREME
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS | ' | |||||||||||||||||||
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS | ' | |||||||||||||||||||
NOTE F – PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS | ||||||||||||||||||||
Nonunion Defined Benefit Pension, Supplemental Benefit, and Postretirement Health Benefit Plans | ||||||||||||||||||||
The following is a summary of the components of net periodic benefit cost: | ||||||||||||||||||||
Three Months Ended March 31 | ||||||||||||||||||||
Nonunion Defined | Supplemental | Postretirement | ||||||||||||||||||
Benefit Pension Plan | Benefit Plan | Health Benefit Plan | ||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||
(in thousands) | ||||||||||||||||||||
Service cost | $ | — | $ | 2,367 | $ | — | $ | — | $ | 70 | $ | 83 | ||||||||
Interest cost | 1,720 | 1,923 | 49 | 37 | 197 | 188 | ||||||||||||||
Expected return on plan assets | (2,831 | ) | (3,154 | ) | — | — | — | — | ||||||||||||
Amortization of prior service credit | — | — | — | — | (47 | ) | (48 | ) | ||||||||||||
Pension settlement expense | 3,691 | — | — | — | — | — | ||||||||||||||
Amortization of net actuarial loss | 498 | 2,713 | 56 | 65 | 23 | 134 | ||||||||||||||
Net periodic benefit cost | $ | 3,078 | $ | 3,849 | $ | 105 | $ | 102 | $ | 243 | $ | 357 | ||||||||
Nonunion Defined Benefit Pension Plan | ||||||||||||||||||||
The Company’s nonunion defined benefit pension plan covers substantially all noncontractual employees hired before January 1, 2006. In June 2013, the Company amended the nonunion defined benefit pension plan to freeze the participants’ final average compensation and years of credited service as of July 1, 2013. The plan amendment did not impact the vested benefits of retirees or former employees whose benefits have not yet been paid from the plan. Effective July 1, 2013, participants of the nonunion defined benefit pension plan who are active employees of the Company became eligible for the discretionary defined contribution feature of the Company’s nonunion defined contribution plan in which all eligible noncontractual employees hired subsequent to December 31, 2005 also participate. | ||||||||||||||||||||
The June 2013 amendment to the nonunion defined benefit pension plan resulted in a plan curtailment which was recorded as of June 30, 2013. The freeze of the accrual of benefits effective as of July 1, 2013, and the reduction of the projected benefit obligation (“PBO”) upon plan curtailment eliminated the service cost of the plan and reduced the interest cost of the plan for periods subsequent to the curtailment. | ||||||||||||||||||||
In consideration of the freeze of the accrual of benefits under the nonunion defined benefit pension plan effective July 1, 2013, the investment strategy has become more focused on reducing investment, interest rate, and longevity risks in the plan. As part of this strategy, in January 2014, the plan purchased a nonparticipating annuity contract from an insurance company to settle the pension obligation related to the vested benefits of 375 plan participants and beneficiaries currently receiving monthly benefit payments. Upon payment of the $25.4 million premium for the annuity contract, pension benefit obligations totaling $23.3 million were irrevocably transferred to the insurance company. | ||||||||||||||||||||
Because the total of lump-sum distributions plus the nonparticipating annuity contract purchase amount will exceed the annual interest costs of the plan in 2014, the Company recognized total settlement expense related to the $25.4 million nonparticipating annuity contract purchase and $14.1 million of lump-sum distributions paid in first quarter 2014 as a component of net periodic benefit cost of $3.7 (pre-tax), or $2.3 million (after-tax), during the three months ended March 31, 2014 with a corresponding reduction of the net actuarial loss of the plan, which is reported within accumulated other comprehensive loss. The remaining pre-tax unrecognized net actuarial loss will continue to be amortized over the average remaining future years of service of the plan participants, which is approximately eight years. The Company will incur additional quarterly settlement expense related to lump-sum distributions from the nonunion defined benefit pension plan during the remainder of 2014. | ||||||||||||||||||||
The following table discloses the changes in the PBO and plan assets of the nonunion defined benefit pension plan for the three months ended March 31, 2014: | ||||||||||||||||||||
Nonunion Defined | ||||||||||||||||||||
Benefit Pension Plan | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Change in projected benefit obligation | ||||||||||||||||||||
Projected benefit obligation at December 31, 2013 | $ | 211,660 | ||||||||||||||||||
Interest cost | 1,720 | |||||||||||||||||||
Actuarial loss (1) | 8,329 | |||||||||||||||||||
Benefits paid(2) | (39,878 | ) | ||||||||||||||||||
Projected benefit obligation at March 31, 2014 | 181,831 | |||||||||||||||||||
Change in plan assets | ||||||||||||||||||||
Fair value of plan assets at December 31, 2013 | 207,613 | |||||||||||||||||||
Actual return on plan assets | 2,492 | |||||||||||||||||||
Benefits paid(2) | (39,878 | ) | ||||||||||||||||||
Fair value of plan assets at March 31, 2014 | 170,227 | |||||||||||||||||||
Funded status at March 31, 2014(3) | $ | (11,604 | ) | |||||||||||||||||
Accumulated benefit obligation | $ | 181,831 | ||||||||||||||||||
(1) Net actuarial loss from remeasurement upon settlements was primarily impacted by changes in the discount rate since the previous remeasurement date. The discount rate used to remeasure the PBO upon settlement was 3.5% compared to a rate of 3.8% as of the December 31, 2013 measurement date. | ||||||||||||||||||||
(2) Includes purchase of nonparticipating annuity contract, lump-sum distributions, and periodic payments made by the plan during the three months ended March 31, 2014. | ||||||||||||||||||||
(3) Noncurrent liability recognized within pension and postretirement liabilities in the accompanying consolidated balance sheet at March 31, 2014. | ||||||||||||||||||||
The Company made no contributions to its nonunion defined benefit pension plan during the three months ended March 31, 2014 and, based upon currently available actuarial information, the Company does not have a required minimum contribution to its nonunion defined benefit pension plan for 2014. The plan had an adjusted funding target attainment percentage (“AFTAP”) of 108.0% as of the January 1, 2014 valuation date. The AFTAP is determined by measurements prescribed by the Internal Revenue Code, which differ from the funding measurements for financial statement reporting purposes. | ||||||||||||||||||||
Multiemployer Plans | ||||||||||||||||||||
ABF Freight contributes to multiemployer pension and health and welfare plans, which have been established pursuant to the Taft-Hartley Act, to provide benefits for its contractual employees. ABF Freight’s contributions generally are based on the time worked by its contractual employees, in accordance with the ABF NMFA, its collective bargaining agreement with the IBT, and other related supplemental agreements. ABF Freight recognizes as expense the contractually required contributions for each period and recognizes as a liability any contributions due and unpaid. | ||||||||||||||||||||
ABF Freight contributes to 25 multiemployer pension plans, which vary greatly in size and in funded status. ABF Freight’s contribution obligations to these plans are specified in the ABF NMFA, which was implemented on November 3, 2013 and will remain in effect through March 31, 2018. The funding obligations to the pension plans are intended to satisfy the requirements imposed by the Pension Protection Act of 2006 (the “PPA”). Through the term of its current collective bargaining agreement, ABF Freight’s contribution obligations generally will be satisfied by making the specified contributions when due. However, the Company cannot determine with any certainty the contributions that will be required under future collective bargaining agreements for its contractual employees. In addition, notwithstanding any collective bargaining agreement, employer contribution obligations to multiemployer pension plans can be increased if the plan enters reorganization status or becomes insolvent. In those events, the contribution increase generally cannot exceed 7% per year. ABF Freight has not received notification of any plan reorganization or plan insolvency. Were ABF Freight to completely withdraw from certain multiemployer pension plans, under current law, the Company would have material liabilities for its share of the unfunded vested liabilities of each such plan. However, ABF Freight currently has no intention to withdraw from any such plan, which generally would be effected through collective bargaining. | ||||||||||||||||||||
Approximately one half of ABF Freight’s total contributions to multiemployer pension plans are made to the Central States, Southeast and Southwest Areas Pension Plan (the “Central States Pension Plan”). The funded percentage of the Central States Pension Plan, as set forth in information provided by the Central States Plan, was 47.6% as of January 1, 2013. | ||||||||||||||||||||
The multiemployer plan administrators have provided to the Company no other significant changes in information related to multiemployer plans from the information disclosed in the Company’s 2013 Annual Report on Form 10-K. | ||||||||||||||||||||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
STOCKHOLDERS' EQUITY | ' | |||||||||||||
STOCKHOLDERS' EQUITY | ' | |||||||||||||
NOTE G – STOCKHOLDERS’ EQUITY | ||||||||||||||
Accumulated Other Comprehensive Loss | ||||||||||||||
March 31 | December 31 | |||||||||||||
2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||
Pre-tax amounts: | ||||||||||||||
Unrecognized net periodic benefit costs | $ | (21,491 | ) | $ | (17,044 | ) | ||||||||
Foreign currency translation | (924 | ) | (863 | ) | ||||||||||
Total | $ | (22,415 | ) | $ | (17,907 | ) | ||||||||
After-tax amounts: | ||||||||||||||
Unrecognized net periodic benefit costs | $ | (17,103 | ) | $ | (14,386 | ) | ||||||||
Foreign currency translation | (563 | ) | (526 | ) | ||||||||||
Total | $ | (17,666 | ) | $ | (14,912 | ) | ||||||||
The following is a summary of the changes in accumulated other comprehensive loss, net of tax, by component for the three months ended March 31, 2014: | ||||||||||||||
Unrecognized | Foreign | |||||||||||||
Net Periodic | Currency | |||||||||||||
Total | Benefit Costs | Translation | ||||||||||||
(in thousands) | ||||||||||||||
Balances at December 31, 2013 | $ | (14,912 | ) | $ | (14,386 | ) | $ | (526 | ) | |||||
Other comprehensive loss before reclassifications | (5,333 | ) | (5,296 | ) | (37 | ) | ||||||||
Amounts reclassified from accumulated other comprehensive loss | 2,579 | 2,579 | — | |||||||||||
Net current-period other comprehensive loss | (2,754 | ) | (2,717 | ) | (37 | ) | ||||||||
Balances at March 31, 2014 | $ | (17,666 | ) | $ | (17,103 | ) | $ | (563 | ) | |||||
The following is a summary of the significant reclassifications out of accumulated other comprehensive loss by component for the three months ended March 31, 2014: | ||||||||||||||
Unrecognized | ||||||||||||||
Net Periodic | ||||||||||||||
Benefit Costs (1) (2) | ||||||||||||||
(in thousands) | ||||||||||||||
Amortization of actuarial loss | $ | (577 | ) | |||||||||||
Amortization of prior service credit | 47 | |||||||||||||
Pension settlement expense | (3,691 | ) | ||||||||||||
Total, pre-tax | (4,221 | ) | ||||||||||||
Tax benefit | 1,642 | |||||||||||||
Total, net of tax | $ | (2,579 | ) | |||||||||||
(1) Amounts in parentheses indicate increases in expense or loss. | ||||||||||||||
(2) These components of accumulated other comprehensive loss are included in the computation of net periodic pension cost (see Note F). | ||||||||||||||
Dividends on Common Stock | ||||||||||||||
On April 23, 2014, the Company’s Board of Directors declared a dividend of $0.03 per share payable to stockholders of record as of May 7, 2014. | ||||||||||||||
The following table is a summary of dividends declared during the applicable quarter: | ||||||||||||||
2014 | 2013 | |||||||||||||
Per Share | Amount | Per Share | Amount | |||||||||||
(in thousands, except per share data) | ||||||||||||||
First quarter | $ | 0.03 | $ | 819 | $ | 0.03 | $ | 807 | ||||||
Second quarter (2014 amount estimated) | $ | 0.03 | $ | 817 | $ | 0.03 | $ | 806 |
SHAREBASED_COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
SHARE-BASED COMPENSATION. | ' | |||||||||||
SHARE-BASED COMPENSATION | ' | |||||||||||
NOTE H – SHARE-BASED COMPENSATION | ||||||||||||
Restricted Stock Units | ||||||||||||
A summary of the Company’s restricted stock unit award program is presented below: | ||||||||||||
Units | ||||||||||||
Outstanding — January 1, 2014 | 1,443,460 | |||||||||||
Granted | 750 | |||||||||||
Vested | (6,821 | ) | ||||||||||
Forfeited | (18,898 | ) | ||||||||||
Outstanding — March 31, 2014 | 1,418,491 | |||||||||||
Stock Options | ||||||||||||
A summary of the Company’s stock option program is presented below: | ||||||||||||
Weighted- | ||||||||||||
Average | ||||||||||||
Weighted- | Remaining | Intrinsic | ||||||||||
Shares | Average | Contractual | Value | |||||||||
Under Option(1) | Exercise Price | Term (in years) | (in thousands) | |||||||||
Outstanding — January 1, 2014 | 35,730 | $ | 29.1 | |||||||||
Granted | — | — | ||||||||||
Exercised | (35,530 | ) | 29.1 | |||||||||
Forfeited | (200 | ) | 29.1 | |||||||||
Outstanding — March 31, 2014 | — | $ | — | — | $ | — | ||||||
(1) All options outstanding at December 31, 2013 were exercised or forfeited as of January 31, 2014. | ||||||||||||
As of March 31, 2014, the Company had not elected to treat any exercised options as employer Stock Appreciation Rights (“SARs”) and no employee SARs had been granted. No stock options have been granted since 2004. | ||||||||||||
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
EARNINGS PER SHARE | ' | |||||||
EARNINGS PER SHARE | ' | |||||||
NOTE I — EARNINGS PER SHARE | ||||||||
The following table sets forth the computation of basic and diluted loss per share: | ||||||||
Three Months Ended | ||||||||
March 31 | ||||||||
2014 | 2013 | |||||||
(in thousands, except share and per share data) | ||||||||
Basic | ||||||||
Numerator: | ||||||||
Net loss | $ | (5,193 | ) | $ | (13,395 | ) | ||
Effect of unvested restricted stock unit awards | (39 | ) | (38 | ) | ||||
Adjusted net loss | $ | (5,232 | ) | $ | (13,433 | ) | ||
Denominator: | ||||||||
Weighted-average shares | 25,876,928 | 25,638,333 | ||||||
Loss per common share | $ | (0.20 | ) | $ | (0.52 | ) | ||
Diluted | ||||||||
Numerator: | ||||||||
Net loss | $ | (5,193 | ) | $ | (13,395 | ) | ||
Effect of unvested restricted stock unit awards | (39 | ) | (38 | ) | ||||
Adjusted net loss | $ | (5,232 | ) | $ | (13,433 | ) | ||
Denominator: | ||||||||
Weighted-average shares | 25,876,928 | 25,638,333 | ||||||
Effect of dilutive securities | — | — | ||||||
Adjusted weighted-average shares and assumed conversions | 25,876,928 | 25,638,333 | ||||||
Loss per common share | $ | (0.20 | ) | $ | (0.52 | ) | ||
Under the two-class method of calculating earnings per share, dividends paid and a portion of undistributed net income, but not losses, are allocated to unvested restricted stock and restricted stock units, which are considered participating securities. For the three months ended March 31, 2014 and 2013, outstanding stock awards of 0.8 million and 0.7 million were not included in the diluted loss per share calculations because their inclusion would have the effect of decreasing the loss per share. |
OPERATING_SEGMENT_DATA
OPERATING SEGMENT DATA | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
OPERATING SEGMENT DATA | ' | |||||||
OPERATING SEGMENT DATA | ' | |||||||
NOTE J — OPERATING SEGMENT DATA | ||||||||
The Company uses the “management approach” to determine its reportable operating segments, as well as to determine the basis of reporting the operating segment information. The management approach focuses on financial information that the Company’s management uses to make operating decisions. Management uses operating revenues, operating expense categories, operating ratios, operating income, and key operating statistics to evaluate performance and allocate resources to the Company’s operations. | ||||||||
Certain reclassifications have been made to the prior year’s operating segment data to conform to the current year presentation. Effective July 1, 2013, the Company formed a new operating segment, Domestic & Global Transportation Management, which has now been renamed Transportation Management (ABF Logistics), combining the Company’s transportation brokerage operations, worldwide ocean shipping solutions, and transportation and warehouse management services. The Company’s transportation brokerage operations were previously reported as the Truck Brokerage and Management segment and the worldwide ocean shipping solutions and transportation and warehouse management services were previously reported within “Other and eliminations” for the three months ended March 31, 2013. There was no impact on consolidated amounts as a result of these reclassifications. | ||||||||
The Company’s reportable operating segments are impacted by seasonal fluctuations, as described below, and as a result, operating results for the interim periods presented may not necessarily be indicative of the results for the fiscal year. | ||||||||
The Company’s reportable operating segments are as follows: | ||||||||
· Freight Transportation (ABF Freight), the Company’s principal operating segment, includes the results of operations of ABF Freight System, Inc. and certain other subsidiaries of the Company. The operations of ABF Freight include, national, inter-regional, and regional transportation of general commodities through standard, expedited, and guaranteed LTL services. Freight transportation related to consumer household goods self-move services provided by ABF Freight are also reported in the ABF Freight segment. | ||||||||
ABF Freight is impacted by seasonal fluctuations which affect tonnage and shipment levels and, consequently, revenues and operating results. The second and third calendar quarters of each year usually have the highest tonnage levels while the first quarter generally has the lowest, although other factors, including the state of the U.S. and global economies, may influence quarterly tonnage levels. ABF Freight’s first quarter 2014 operating results were adversely impacted by severe winter weather in comparison to the same prior-year period. | ||||||||
· The Premium Logistics (Panther) segment, which was formerly named Premium Logistics and Expedited Freight Services, provides expedited freight transportation services to commercial and government customers and offers premium logistics services that involve the rapid deployment of highly specialized equipment to meet extremely specific linehaul requirements, such as temperature control, hazardous materials, geofencing (routing a shipment across a mandatory, defined route with satellite monitoring and automated alerts concerning any deviation from the route), specialized government cargo, security services, and life sciences. Through its premium logistics and global freight forwarding businesses, Panther offers domestic and international freight transportation with air, ocean, and ground service offerings. The segment provides services to the ABF Freight and ABF Logistics segments. Revenue and expense associated with these intersegment transactions are eliminated in consolidation. | ||||||||
Operations of the Panther segment are influenced by seasonal fluctuations that impact customers’ supply chains and the resulting demand for expedited services. Expedited shipments may decline during winter months because of post-holiday slowdowns but can be subject to short-term increases, depending on the impact of weather disruptions to customers’ supply chains. Plant shutdowns during summer months may affect shipments for automotive and manufacturing customers, but hurricanes and other weather events can result in higher demand for expedited services. | ||||||||
· Emergency & Preventative Maintenance (FleetNet) includes the results of operations of FleetNet America, Inc., the subsidiary of the Company that provides roadside assistance and equipment services for commercial vehicles through a network of third-party service providers. The segment provides services to the ABF Freight segment. Revenue and expense associated with these intersegment transactions are eliminated in consolidation. | ||||||||
Emergency roadside services are favorably impacted by severe weather conditions that affect commercial vehicle operations, and the segment’s results of operations will be influenced by seasonal variations in service event volume. | ||||||||
· Transportation Management (ABF Logistics), which was formerly named Domestic & Global Transportation Management, includes the results of operations of the Company’s businesses which provide freight brokerage and intermodal transportation services, worldwide ocean shipping solutions, and transportation and warehouse management services. | ||||||||
The industries and markets served by ABF Logistics are impacted by seasonal fluctuations which affect tonnage and shipment levels and, consequently, revenues and operating results of the segment. The second and third calendar quarters of each year usually have the highest tonnage levels while the first quarter generally has the lowest, although other factors, including the state of the U.S. and global economies, may influence quarterly tonnage levels. However, seasonal fluctuations are less apparent in the operating results of ABF Logistics than in the industry as a whole because of business growth in the segment. | ||||||||
· Household Goods Moving Services (ABF Moving) includes the results of operations of the Company’s subsidiaries that provide transportation, warehousing, and delivery services to the consumer, corporate, and military household goods moving markets. Certain costs incurred by ABF Moving in support of consumer self-move services provided by ABF Freight are allocated to the ABF Freight segment at cost. Revenue and expense associated with these intersegment allocations are eliminated in consolidation. | ||||||||
Operations of ABF Moving are impacted by seasonal fluctuations, resulting in higher business levels in the second and third calendar quarters of the year as the demand for moving services is typically higher in the summer months. | ||||||||
The Company’s other business activities and operating segments that are not reportable include ArcBest Corporation, the parent holding company, and other subsidiaries. Certain costs incurred by the parent holding company are allocated to the reporting segments. The Company eliminates intercompany transactions in consolidation. However, the information used by the Company’s management with respect to its reportable segments is before intersegment eliminations of revenues and expenses. | ||||||||
Further classifications of operations or revenues by geographic location are impracticable and, therefore, are not provided. The Company’s foreign operations are not significant. | ||||||||
The following table reflects reportable operating segment information for the three months ended March 31: | ||||||||
Three Months Ended | ||||||||
March 31 | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
OPERATING REVENUES | ||||||||
Freight Transportation (ABF Freight) | $ | 428,871 | $ | 407,281 | ||||
Premium Logistics (Panther) | 72,226 | 53,252 | ||||||
Emergency & Preventative Maintenance (FleetNet) | 41,699 | 32,522 | ||||||
Transportation Management (ABF Logistics) | 29,717 | 21,618 | ||||||
Household Goods Moving Services (ABF Moving) | 14,750 | 13,576 | ||||||
Other and eliminations | (9,359 | ) | (7,562 | ) | ||||
Total consolidated operating revenues | $ | 577,904 | $ | 520,687 | ||||
OPERATING EXPENSES AND COSTS | ||||||||
Freight Transportation (ABF Freight) | ||||||||
Salaries, wages, and benefits | $ | 261,154 | $ | 267,178 | ||||
Fuel, supplies, and expenses | 90,791 | 83,332 | ||||||
Operating taxes and licenses | 11,493 | 10,990 | ||||||
Insurance | 5,395 | 4,484 | ||||||
Communications and utilities | 4,242 | 3,933 | ||||||
Depreciation and amortization | 16,338 | 19,574 | ||||||
Rents and purchased transportation | 47,420 | 38,469 | ||||||
Gain on sale of property and equipment | (203 | ) | (212 | ) | ||||
Pension settlement expense | 2,890 | — | ||||||
Other | 1,535 | 2,082 | ||||||
Total Freight Transportation (ABF Freight) | 441,055 | 429,830 | ||||||
Premium Logistics (Panther) | ||||||||
Purchased transportation | 54,573 | 41,036 | ||||||
Depreciation and amortization(1) | 2,737 | 2,550 | ||||||
Salaries, benefits, insurance, and other | 11,552 | 10,530 | ||||||
Total Premium Logistics (Panther) | 68,862 | 54,116 | ||||||
Emergency & Preventative Maintenance (FleetNet) | 40,298 | 31,811 | ||||||
Transportation Management (ABF Logistics) | 29,182 | 21,100 | ||||||
Household Goods Moving Services (ABF Moving) | 15,591 | 13,807 | ||||||
Other and eliminations | (8,382 | ) | (6,627 | ) | ||||
Total consolidated operating expenses and costs | $ | 586,606 | $ | 544,037 | ||||
OPERATING INCOME (LOSS) | ||||||||
Freight Transportation (ABF Freight) | $ | (12,184 | ) | $ | (22,549 | ) | ||
Premium Logistics (Panther) | 3,364 | (864 | ) | |||||
Emergency & Preventative Maintenance (FleetNet) | 1,401 | 711 | ||||||
Transportation Management (ABF Logistics) | 535 | 518 | ||||||
Household Goods Moving Services (ABF Moving) | (841 | ) | (231 | ) | ||||
Other and eliminations | (977 | ) | (935 | ) | ||||
Total consolidated operating loss | $ | (8,702 | ) | $ | (23,350 | ) | ||
OTHER INCOME (EXPENSE) | ||||||||
Interest and dividend income | $ | 190 | $ | 171 | ||||
Interest expense and other related financing costs | (808 | ) | (1,207 | ) | ||||
Other, net(2) | 365 | 1,083 | ||||||
Total other income (expense) | $ | (253 | ) | $ | 47 | |||
LOSS BEFORE INCOME TAXES | $ | (8,955 | ) | $ | (23,303 | ) | ||
(1) Depreciation and amortization consists primarily of amortization of intangibles, including customer relationships and software. | ||||||||
(2) Includes changes in cash surrender value and proceeds of life insurance policies. | ||||||||
LEGAL_PROCEEDINGS_ENVIRONMENTA
LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS | 3 Months Ended |
Mar. 31, 2014 | |
LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS | ' |
LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS | ' |
NOTE K — LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS | |
The Company is involved in various legal actions arising in the ordinary course of business. The Company maintains liability insurance against certain risks arising out of the normal course of its business, subject to certain self-insured retention limits. The Company routinely establishes and reviews the adequacy of reserves for estimated legal, environmental, and self-insurance exposures. While management believes that amounts accrued in the consolidated financial statements are adequate, estimates of these liabilities may change as circumstances develop. Considering amounts recorded, routine legal matters are not expected to have a material adverse effect on the Company’s financial condition, results of operations, or cash flows; however, the Company is currently involved in certain environmental compliance matters, as further described below, for which the outcome and related financial impact cannot be determined at this time. | |
Environmental Matters | |
The Company’s subsidiaries store fuel for use in tractors and trucks in 65 underground tanks located in 20 states. Maintenance of such tanks is regulated at the federal and, in most cases, state levels. The Company believes it is in substantial compliance with all such regulations. The Company’s underground storage tanks are required to have leak detection systems. The Company is not aware of any leaks from such tanks that could reasonably be expected to have a material adverse effect on the Company. | |
The Company has received notices from the Environmental Protection Agency and others that it has been identified as a potentially responsible party under the Comprehensive Environmental Response Compensation and Liability Act, or other federal or state environmental statutes, at several hazardous waste sites. After investigating the Company’s or its subsidiaries’ involvement in waste disposal or waste generation at such sites, the Company has either agreed to de minimis settlements or determined that its obligations, other than those specifically accrued with respect to such sites, would involve immaterial monetary liability, although there can be no assurances in this regard. | |
Certain ABF Freight branch facilities operate under storm water permits under the federal Clean Water Act (“CWA”). The storm water permits require periodic monitoring and reporting of storm water samples and establish maximum levels of certain contaminants that may be contained in such samples. ABF Freight received, in late March, a sixty-day Notice of Intent to Sue under the provisions of the CWA from a citizens group alleging multiple violations since 2009 by ABF Freight of the requirements of a storm water permit in force at the ABF Freight branch located in Kent, Washington. Primary regulation of storm water environmental issues at the terminal has been delegated by the EPA to the Washington State Department of Ecology. The Company has begun an investigation of the allegations in the Notice of Intent to Sue letter. If the branch was in violation of the CWA, the Washington Department of Ecology could assess civil penalties against ABF Freight and seek injunctive relief to prevent future violations at the site. If the Department of Ecology declines to take action during the sixty days following the receipt of the Notice of Intent to Sue letter, the CWA allows the citizen’s group to file suit against the Company and to seek to collect fines and obtain injunctive relief for the alleged violations. As of the date of this report, the Company has not been advised of the commencement of an enforcement action by the Washington Department of Ecology. Due to the nature of the materials in the runoff samples, it is unlikely that this matter will involve any remediation of contaminates. The cost of any fines or the cost of remediation that may be required cannot currently be reasonably estimated due to the early stages of the process. Therefore, no liability has been established at March 31, 2014, in connection with this matter. | |
At March 31, 2014 and December 31, 2013, the Company’s reserve, which was reported in accrued expenses, for estimated environmental cleanup costs of properties currently or previously operated by the Company totaled $0.9 million. Amounts accrued reflect management’s best estimate of the future undiscounted exposure related to identified properties based on current environmental regulations, management’s experience with similar environmental matters, and testing performed at certain sites. | |
FINANCIAL_INSTRUMENTS_AND_FAIR1
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | ' | |||||||||||||
Schedule of financial instruments and the methods and assumptions used in estimating fair value disclosures | ' | |||||||||||||
March 31 | December 31 | |||||||||||||
2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||
Cash and cash equivalents | ||||||||||||||
Cash deposits(1) | $ | 54,880 | $ | 63,547 | ||||||||||
Variable rate demand notes(1)(2) | 29,747 | 29,706 | ||||||||||||
Money market funds(3) | 11,101 | 12,101 | ||||||||||||
$ | 95,728 | $ | 105,354 | |||||||||||
Short-term investments | ||||||||||||||
Certificates of deposit(1) | $ | 35,960 | $ | 35,906 | ||||||||||
Restricted cash, cash equivalents, and short-term investments(4) | ||||||||||||||
Cash deposits(1) | $ | 1,903 | $ | 1,902 | ||||||||||
(1) Recorded at cost plus accrued interest, which approximates fair value. | ||||||||||||||
(2) Amounts may be redeemed on a daily basis with the original issuer. | ||||||||||||||
(3) Recorded at fair value as determined by quoted market prices (see amounts presented in the table of financial assets measured at fair value within this Note). | ||||||||||||||
(4) Amounts restricted for use are subject to change based on the requirements of the Company’s collateralized facilities (see Note E). | ||||||||||||||
Schedule of financial instruments disclosed at fair value | ' | |||||||||||||
March 31 | December 31 | |||||||||||||
2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||
Value | Value | Value | Value | |||||||||||
Term Loan(1) | $ | 80,625 | $ | 80,625 | $ | 83,750 | $ | 83,750 | ||||||
Notes payable(2) | 18,036 | 18,118 | 22,082 | 22,092 | ||||||||||
$ | 98,661 | $ | 98,743 | $ | 105,832 | $ | 105,842 | |||||||
(1) The Term Loan, which was entered into on June 15, 2012, carries a variable interest rate based on LIBOR, plus a margin, that is considered to be priced at market for debt instruments having similar terms and collateral requirements (Level 2 of the fair value hierarchy). | ||||||||||||||
(2) Fair value of the notes payable was determined using a present value income approach based on quoted interest rates from lending institutions with which the Company would enter into similar transactions (Level 2 of the fair value hierarchy). | ||||||||||||||
Schedule of financial assets measured at fair value on a recurring basis | ' | |||||||||||||
March 31 | December 31 | |||||||||||||
2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||
Money market funds(1) | $ | 11,101 | $ | 12,101 | ||||||||||
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan(2) | 2,654 | 3,063 | ||||||||||||
$ | 13,755 | $ | 15,164 | |||||||||||
(1) Included in cash and cash equivalents. | ||||||||||||||
(2) Nonqualified deferred compensation plan investments consist of U.S. and international equity mutual funds, government and corporate bond mutual funds, and money market funds which are held in a trust with a third-party brokerage firm. Quoted market prices are used to determine fair values of the investments which are included in other long-term assets, with a corresponding liability reported within other long-term liabilities. | ||||||||||||||
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
GOODWILL AND INTANGIBLE ASSETS | ' | ||||||||||||
Schedule of intangible assets | ' | ||||||||||||
Weighted Average | Accumulated | Net | |||||||||||
Amortization Period | Cost | Amortization | Value | ||||||||||
(in years) | (in thousands) | ||||||||||||
Finite-lived intangible assets | |||||||||||||
Customer relationships | 14 | $ | 43,500 | $ | 5,567 | $ | 37,933 | ||||||
Driver network | 3 | 3,200 | 1,911 | 1,289 | |||||||||
13 | 46,700 | 7,478 | 39,222 | ||||||||||
Indefinite-lived intangible assets | |||||||||||||
Trade name | N/A | 32,300 | N/A | 32,300 | |||||||||
Other | N/A | 2,822 | N/A | 2,822 | |||||||||
35,122 | N/A | 35,122 | |||||||||||
Total intangible assets | N/A | $ | 81,822 | $ | 7,478 | $ | 74,344 |
LONGTERM_DEBT_AND_FINANCING_AR1
LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
LONG-TERM DEBT AND FINANCING ARRANGEMENTS | ' | |||||||||||||
Schedule of long-term debt | ' | |||||||||||||
March 31 | December 31 | |||||||||||||
2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||
Term Loan (interest rate of 1.7% at March 31, 2014) | $ | 80,625 | $ | 83,750 | ||||||||||
Notes payable (weighted average interest rate of 2.9% at March 31, 2014) | 18,036 | 22,082 | ||||||||||||
Capital lease obligations (weighted average interest rate of 4.9% at March 31, 2014) | 6,419 | 7,013 | ||||||||||||
105,080 | 112,845 | |||||||||||||
Less current portion | 30,725 | 31,513 | ||||||||||||
Long-term debt, less current portion | $ | 74,355 | $ | 81,332 | ||||||||||
Scheduled maturities of long-term debt obligations | ' | |||||||||||||
Term | Notes | Capital Lease | ||||||||||||
Total | Loan(1) | Payable | Obligations(2) | |||||||||||
(in thousands) | ||||||||||||||
Due in one year or less | $ | 32,414 | $ | 15,485 | $ | 14,132 | $ | 2,797 | ||||||
Due after one year through two years | 25,559 | 18,078 | 4,262 | 3,219 | ||||||||||
Due after two years through three years | 19,040 | 18,826 | — | 214 | ||||||||||
Due after three years through four years | 32,341 | 32,120 | — | 221 | ||||||||||
Due after four years through five years | 227 | — | — | 227 | ||||||||||
Due after five years | 194 | — | — | 194 | ||||||||||
Total payments | 109,775 | 84,509 | 18,394 | 6,872 | ||||||||||
Less amounts representing interest | 4,695 | 3,884 | 358 | 453 | ||||||||||
Long-term debt | $ | 105,080 | $ | 80,625 | $ | 18,036 | $ | 6,419 | ||||||
(1) The future interest payments included in the scheduled maturities due under the Term Loan are calculated using variable interest rates based on the LIBOR swap curve, plus the anticipated applicable margin (see Term Loan within the Financing Arrangements section of this Note). | ||||||||||||||
(2) Minimum payments of capital lease obligations include maximum amounts due under rental adjustment clauses contained in the capital lease agreements. | ||||||||||||||
Schedule of assets securitizing notes payable or held under capital leases | ' | |||||||||||||
March 31 | December 31 | |||||||||||||
2014 | 2013(1) | |||||||||||||
(in thousands) | ||||||||||||||
Revenue equipment | $ | 58,525 | $ | 58,613 | ||||||||||
Land and structures (terminals) | 1,793 | 1,794 | ||||||||||||
Service, office, and other equipment | 1,759 | 1,758 | ||||||||||||
Total assets securitizing notes payable or held under capital leases | 62,077 | 62,165 | ||||||||||||
Less accumulated depreciation and amortization(2) | 29,445 | 26,847 | ||||||||||||
Net assets securitizing notes payable or held under capital leases | $ | 32,632 | $ | 35,318 | ||||||||||
(1) The individual line items in this table for 2013 are the same as those previously presented in Note H to the consolidated financial statements in Part II, Item 8 of the Company’s 2013 Annual Report on Form 10-K; however, the total amounts for the 2013 period have been revised to reflect proper calculation. (The corresponding December 31, 2012 amount of assets securitizing notes payable or held under capital leases totaled $96.6 million and $61.4 million net of accumulated amortization.) | ||||||||||||||
(2) Amortization of assets under capital leases and depreciation of assets securitizing notes payable are included in depreciation expense. | ||||||||||||||
PENSION_AND_OTHER_POSTRETIREME1
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS | ' | |||||||||||||||||||
Summary of the components of net periodic benefit cost | ' | |||||||||||||||||||
Three Months Ended March 31 | ||||||||||||||||||||
Nonunion Defined | Supplemental | Postretirement | ||||||||||||||||||
Benefit Pension Plan | Benefit Plan | Health Benefit Plan | ||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||
(in thousands) | ||||||||||||||||||||
Service cost | $ | — | $ | 2,367 | $ | — | $ | — | $ | 70 | $ | 83 | ||||||||
Interest cost | 1,720 | 1,923 | 49 | 37 | 197 | 188 | ||||||||||||||
Expected return on plan assets | (2,831 | ) | (3,154 | ) | — | — | — | — | ||||||||||||
Amortization of prior service credit | — | — | — | — | (47 | ) | (48 | ) | ||||||||||||
Pension settlement expense | 3,691 | — | — | — | — | — | ||||||||||||||
Amortization of net actuarial loss | 498 | 2,713 | 56 | 65 | 23 | 134 | ||||||||||||||
Net periodic benefit cost | $ | 3,078 | $ | 3,849 | $ | 105 | $ | 102 | $ | 243 | $ | 357 | ||||||||
Schedule of changes in the PBO and plan assets of the nonunion defined benefit pension plan | ' | |||||||||||||||||||
Nonunion Defined | ||||||||||||||||||||
Benefit Pension Plan | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Change in projected benefit obligation | ||||||||||||||||||||
Projected benefit obligation at December 31, 2013 | $ | 211,660 | ||||||||||||||||||
Interest cost | 1,720 | |||||||||||||||||||
Actuarial loss (1) | 8,329 | |||||||||||||||||||
Benefits paid(2) | (39,878 | ) | ||||||||||||||||||
Projected benefit obligation at March 31, 2014 | 181,831 | |||||||||||||||||||
Change in plan assets | ||||||||||||||||||||
Fair value of plan assets at December 31, 2013 | 207,613 | |||||||||||||||||||
Actual return on plan assets | 2,492 | |||||||||||||||||||
Benefits paid(2) | (39,878 | ) | ||||||||||||||||||
Fair value of plan assets at March 31, 2014 | 170,227 | |||||||||||||||||||
Funded status at March 31, 2014(3) | $ | (11,604 | ) | |||||||||||||||||
Accumulated benefit obligation | $ | 181,831 | ||||||||||||||||||
(1) Net actuarial loss from remeasurement upon settlements was primarily impacted by changes in the discount rate since the previous remeasurement date. The discount rate used to remeasure the PBO upon settlement was 3.5% compared to a rate of 3.8% as of the December 31, 2013 measurement date. | ||||||||||||||||||||
(2) Includes purchase of nonparticipating annuity contract, lump-sum distributions, and periodic payments made by the plan during the three months ended March 31, 2014. | ||||||||||||||||||||
(3) Noncurrent liability recognized within pension and postretirement liabilities in the accompanying consolidated balance sheet at March 31, 2014. | ||||||||||||||||||||
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
STOCKHOLDERS' EQUITY | ' | |||||||||||||
Components of accumulated other comprehensive loss | ' | |||||||||||||
March 31 | December 31 | |||||||||||||
2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||
Pre-tax amounts: | ||||||||||||||
Unrecognized net periodic benefit costs | $ | (21,491 | ) | $ | (17,044 | ) | ||||||||
Foreign currency translation | (924 | ) | (863 | ) | ||||||||||
Total | $ | (22,415 | ) | $ | (17,907 | ) | ||||||||
After-tax amounts: | ||||||||||||||
Unrecognized net periodic benefit costs | $ | (17,103 | ) | $ | (14,386 | ) | ||||||||
Foreign currency translation | (563 | ) | (526 | ) | ||||||||||
Total | $ | (17,666 | ) | $ | (14,912 | ) | ||||||||
Summary of changes in accumulated other comprehensive loss, net of tax, by component | ' | |||||||||||||
Unrecognized | Foreign | |||||||||||||
Net Periodic | Currency | |||||||||||||
Total | Benefit Costs | Translation | ||||||||||||
(in thousands) | ||||||||||||||
Balances at December 31, 2013 | $ | (14,912 | ) | $ | (14,386 | ) | $ | (526 | ) | |||||
Other comprehensive loss before reclassifications | (5,333 | ) | (5,296 | ) | (37 | ) | ||||||||
Amounts reclassified from accumulated other comprehensive loss | 2,579 | 2,579 | — | |||||||||||
Net current-period other comprehensive loss | (2,754 | ) | (2,717 | ) | (37 | ) | ||||||||
Balances at March 31, 2014 | $ | (17,666 | ) | $ | (17,103 | ) | $ | (563 | ) | |||||
Summary of the significant reclassifications out of accumulated other comprehensive loss by component | ' | |||||||||||||
Unrecognized | ||||||||||||||
Net Periodic | ||||||||||||||
Benefit Costs (1) (2) | ||||||||||||||
(in thousands) | ||||||||||||||
Amortization of actuarial loss | $ | (577 | ) | |||||||||||
Amortization of prior service credit | 47 | |||||||||||||
Pension settlement expense | (3,691 | ) | ||||||||||||
Total, pre-tax | (4,221 | ) | ||||||||||||
Tax benefit | 1,642 | |||||||||||||
Total, net of tax | $ | (2,579 | ) | |||||||||||
(1) Amounts in parentheses indicate increases in expense or loss. | ||||||||||||||
(2) These components of accumulated other comprehensive loss are included in the computation of net periodic pension cost (see Note F). | ||||||||||||||
Summary of dividends declared | ' | |||||||||||||
2014 | 2013 | |||||||||||||
Per Share | Amount | Per Share | Amount | |||||||||||
(in thousands, except per share data) | ||||||||||||||
First quarter | $ | 0.03 | $ | 819 | $ | 0.03 | $ | 807 | ||||||
Second quarter (2014 amount estimated) | $ | 0.03 | $ | 817 | $ | 0.03 | $ | 806 |
SHAREBASED_COMPENSATION_Tables
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
SHARE-BASED COMPENSATION. | ' | |||||||||||
Summary of the Company's restricted stock unit award program | ' | |||||||||||
Units | ||||||||||||
Outstanding — January 1, 2014 | 1,443,460 | |||||||||||
Granted | 750 | |||||||||||
Vested | (6,821 | ) | ||||||||||
Forfeited | (18,898 | ) | ||||||||||
Outstanding — March 31, 2014 | 1,418,491 | |||||||||||
Summary of the Company's stock option program | ' | |||||||||||
Weighted- | ||||||||||||
Average | ||||||||||||
Weighted- | Remaining | Intrinsic | ||||||||||
Shares | Average | Contractual | Value | |||||||||
Under Option(1) | Exercise Price | Term (in years) | (in thousands) | |||||||||
Outstanding — January 1, 2014 | 35,730 | $ | 29.1 | |||||||||
Granted | — | — | ||||||||||
Exercised | (35,530 | ) | 29.1 | |||||||||
Forfeited | (200 | ) | 29.1 | |||||||||
Outstanding — March 31, 2014 | — | $ | — | — | $ | — | ||||||
(1) All options outstanding at December 31, 2013 were exercised or forfeited as of January 31, 2014. |
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
EARNINGS PER SHARE | ' | |||||||
Schedule of computation of basic and diluted loss per share | ' | |||||||
Three Months Ended | ||||||||
March 31 | ||||||||
2014 | 2013 | |||||||
(in thousands, except share and per share data) | ||||||||
Basic | ||||||||
Numerator: | ||||||||
Net loss | $ | (5,193 | ) | $ | (13,395 | ) | ||
Effect of unvested restricted stock unit awards | (39 | ) | (38 | ) | ||||
Adjusted net loss | $ | (5,232 | ) | $ | (13,433 | ) | ||
Denominator: | ||||||||
Weighted-average shares | 25,876,928 | 25,638,333 | ||||||
Loss per common share | $ | (0.20 | ) | $ | (0.52 | ) | ||
Diluted | ||||||||
Numerator: | ||||||||
Net loss | $ | (5,193 | ) | $ | (13,395 | ) | ||
Effect of unvested restricted stock unit awards | (39 | ) | (38 | ) | ||||
Adjusted net loss | $ | (5,232 | ) | $ | (13,433 | ) | ||
Denominator: | ||||||||
Weighted-average shares | 25,876,928 | 25,638,333 | ||||||
Effect of dilutive securities | — | — | ||||||
Adjusted weighted-average shares and assumed conversions | 25,876,928 | 25,638,333 | ||||||
Loss per common share | $ | (0.20 | ) | $ | (0.52 | ) |
OPERATING_SEGMENT_DATA_Tables
OPERATING SEGMENT DATA (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
OPERATING SEGMENT DATA | ' | |||||||
Schedule of reportable operating segment information | ' | |||||||
Three Months Ended | ||||||||
March 31 | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
OPERATING REVENUES | ||||||||
Freight Transportation (ABF Freight) | $ | 428,871 | $ | 407,281 | ||||
Premium Logistics (Panther) | 72,226 | 53,252 | ||||||
Emergency & Preventative Maintenance (FleetNet) | 41,699 | 32,522 | ||||||
Transportation Management (ABF Logistics) | 29,717 | 21,618 | ||||||
Household Goods Moving Services (ABF Moving) | 14,750 | 13,576 | ||||||
Other and eliminations | (9,359 | ) | (7,562 | ) | ||||
Total consolidated operating revenues | $ | 577,904 | $ | 520,687 | ||||
OPERATING EXPENSES AND COSTS | ||||||||
Freight Transportation (ABF Freight) | ||||||||
Salaries, wages, and benefits | $ | 261,154 | $ | 267,178 | ||||
Fuel, supplies, and expenses | 90,791 | 83,332 | ||||||
Operating taxes and licenses | 11,493 | 10,990 | ||||||
Insurance | 5,395 | 4,484 | ||||||
Communications and utilities | 4,242 | 3,933 | ||||||
Depreciation and amortization | 16,338 | 19,574 | ||||||
Rents and purchased transportation | 47,420 | 38,469 | ||||||
Gain on sale of property and equipment | (203 | ) | (212 | ) | ||||
Pension settlement expense | 2,890 | — | ||||||
Other | 1,535 | 2,082 | ||||||
Total Freight Transportation (ABF Freight) | 441,055 | 429,830 | ||||||
Premium Logistics (Panther) | ||||||||
Purchased transportation | 54,573 | 41,036 | ||||||
Depreciation and amortization(1) | 2,737 | 2,550 | ||||||
Salaries, benefits, insurance, and other | 11,552 | 10,530 | ||||||
Total Premium Logistics (Panther) | 68,862 | 54,116 | ||||||
Emergency & Preventative Maintenance (FleetNet) | 40,298 | 31,811 | ||||||
Transportation Management (ABF Logistics) | 29,182 | 21,100 | ||||||
Household Goods Moving Services (ABF Moving) | 15,591 | 13,807 | ||||||
Other and eliminations | (8,382 | ) | (6,627 | ) | ||||
Total consolidated operating expenses and costs | $ | 586,606 | $ | 544,037 | ||||
OPERATING INCOME (LOSS) | ||||||||
Freight Transportation (ABF Freight) | $ | (12,184 | ) | $ | (22,549 | ) | ||
Premium Logistics (Panther) | 3,364 | (864 | ) | |||||
Emergency & Preventative Maintenance (FleetNet) | 1,401 | 711 | ||||||
Transportation Management (ABF Logistics) | 535 | 518 | ||||||
Household Goods Moving Services (ABF Moving) | (841 | ) | (231 | ) | ||||
Other and eliminations | (977 | ) | (935 | ) | ||||
Total consolidated operating loss | $ | (8,702 | ) | $ | (23,350 | ) | ||
OTHER INCOME (EXPENSE) | ||||||||
Interest and dividend income | $ | 190 | $ | 171 | ||||
Interest expense and other related financing costs | (808 | ) | (1,207 | ) | ||||
Other, net(2) | 365 | 1,083 | ||||||
Total other income (expense) | $ | (253 | ) | $ | 47 | |||
LOSS BEFORE INCOME TAXES | $ | (8,955 | ) | $ | (23,303 | ) | ||
(1) Depreciation and amortization consists primarily of amortization of intangibles, including customer relationships and software. | ||||||||
(2) Includes changes in cash surrender value and proceeds of life insurance policies. | ||||||||
ORGANIZATION_AND_DESCRIPTION_O1
ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION (Details) (ABF Freight) | 0 Months Ended | 3 Months Ended |
Nov. 03, 2013 | Mar. 31, 2014 | |
Organization and description of business | ' | ' |
Percentage of the Company's revenues, before other revenues and intercompany eliminations, represented by ABF Freight | ' | 73.00% |
Wage rate reduction under collective bargaining agreement upon implementation date (as a percent) | 7.00% | ' |
Wage rate increase for next three years of collective bargaining agreement (as a percent) | ' | 2.00% |
Wage rate increase in fifth year of collective bargaining agreement (as a percent) | ' | 2.50% |
Reduction in compensated vacation under collective bargaining agreement | '5 days | ' |
Approximate initial reduction in combined total contractual wage and benefit rate under collective bargaining agreement (as a percent) | 4.00% | ' |
Minimum | ' | ' |
Organization and description of business | ' | ' |
Estimated increase in compounded annual contractual wage and benefit contribution rates in second through fifth years (as a percent) | ' | 2.50% |
Maximum | ' | ' |
Organization and description of business | ' | ' |
Estimated increase in compounded annual contractual wage and benefit contribution rates in second through fifth years (as a percent) | ' | 3.00% |
Unionized employees concentration risk | Number of employees | ' | ' |
Organization and description of business | ' | ' |
Percentage of ABF Freight's employees covered under collective bargaining agreement with the IBT | ' | 76.00% |
ORGANIZATION_AND_DESCRIPTION_O2
ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION (Details 2) (Albert Companies, Inc., Acquired Logistics Company, USD $) | 0 Months Ended |
In Millions, unless otherwise specified | 31-May-13 |
Albert Companies, Inc. | Acquired Logistics Company | ' |
Acquisitions | ' |
Net cash consideration | $4.10 |
FINANCIAL_INSTRUMENTS_AND_FAIR2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Fair value disclosure | ' | ' |
Short-term investments | $35,960,000 | $35,906,000 |
Restricted cash, cash equivalents, and short-term investments | 1,903,000 | 1,902,000 |
Concentrations of Credit Risk of Financial Instruments | ' | ' |
Cash, cash equivalents, and certificates of deposit which are not FDIC-insured | 49,400,000 | 49,400,000 |
Fair value disclosure | ' | ' |
Fair value disclosure | ' | ' |
Cash and cash equivalents | 95,728,000 | 105,354,000 |
Fair value disclosure | Cash deposits | ' | ' |
Fair value disclosure | ' | ' |
Cash and cash equivalents | 54,880,000 | 63,547,000 |
Restricted cash, cash equivalents, and short-term investments | 1,903,000 | 1,902,000 |
Fair value disclosure | Variable rate demand notes | ' | ' |
Fair value disclosure | ' | ' |
Cash and cash equivalents | 29,747,000 | 29,706,000 |
Fair value disclosure | Money market funds | ' | ' |
Fair value disclosure | ' | ' |
Cash and cash equivalents | 11,101,000 | 12,101,000 |
Fair value disclosure | Certificates of deposit | ' | ' |
Fair value disclosure | ' | ' |
Short-term investments | $35,960,000 | $35,906,000 |
FINANCIAL_INSTRUMENTS_AND_FAIR3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details 2) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair value disclosure | ' | ' |
Carrying value of debt obligations | $105,080 | $112,845 |
Carrying value | ' | ' |
Fair value disclosure | ' | ' |
Carrying value of debt obligations | 98,661 | 105,832 |
Fair value disclosure | ' | ' |
Fair value disclosure | ' | ' |
Fair value of debt obligations | 98,743 | 105,842 |
Term Loan | ' | ' |
Fair value disclosure | ' | ' |
Carrying value of debt obligations | 80,625 | 83,750 |
Term Loan | Carrying value | ' | ' |
Fair value disclosure | ' | ' |
Carrying value of debt obligations | 80,625 | 83,750 |
Term Loan | Fair value disclosure | ' | ' |
Fair value disclosure | ' | ' |
Fair value of debt obligations | 80,625 | 83,750 |
Notes payable | ' | ' |
Fair value disclosure | ' | ' |
Carrying value of debt obligations | 18,036 | 22,082 |
Notes payable | Carrying value | ' | ' |
Fair value disclosure | ' | ' |
Carrying value of debt obligations | 18,036 | 22,082 |
Notes payable | Fair value disclosure | ' | ' |
Fair value disclosure | ' | ' |
Fair value of debt obligations | $18,118 | $22,092 |
FINANCIAL_INSTRUMENTS_AND_FAIR4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details 3) (Recurring basis, Level 1, USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Financial Assets Measured at Fair Value | ' | ' |
Financial Assets at Fair Value | $13,755 | $15,164 |
Money market funds | ' | ' |
Financial Assets Measured at Fair Value | ' | ' |
Financial Assets at Fair Value | 11,101 | 12,101 |
Voluntary Savings Plan - mutual funds held in trust | ' | ' |
Financial Assets Measured at Fair Value | ' | ' |
Financial Assets at Fair Value | $2,654 | $3,063 |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
GOODWILL | ' | ' |
Goodwill | $76,448 | $76,448 |
Household Goods Moving Services (ABF Moving) | ' | ' |
GOODWILL | ' | ' |
Goodwill | 5,300 | 5,300 |
Premium Logistics (Panther) | ' | ' |
GOODWILL | ' | ' |
Goodwill | $71,100 | $71,100 |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS (Details 2) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Finite-lived intangible assets | ' | ' | ' |
Weighted Average Amortization Period | '13 years | ' | ' |
Cost | $46,700,000 | ' | ' |
Accumulated Amortization | 7,478,000 | ' | ' |
Net Value | 39,222,000 | ' | ' |
Indefinite-lived intangible assets | ' | ' | ' |
Net Value | 35,122,000 | ' | ' |
Total intangible assets | ' | ' | ' |
Cost | 81,822,000 | ' | ' |
Net Value | 74,344,000 | ' | 75,387,000 |
Amortization expense on intangible assets | ' | ' | ' |
Amortization of intangibles | 1,043,000 | 1,043,000 | ' |
Trade name | ' | ' | ' |
Indefinite-lived intangible assets | ' | ' | ' |
Net Value | 32,300,000 | ' | ' |
Other | ' | ' | ' |
Indefinite-lived intangible assets | ' | ' | ' |
Net Value | 2,822,000 | ' | ' |
Customer relationships | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' |
Weighted Average Amortization Period | '14 years | ' | ' |
Cost | 43,500,000 | ' | ' |
Accumulated Amortization | 5,567,000 | ' | ' |
Net Value | 37,933,000 | ' | ' |
Driver network | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' |
Weighted Average Amortization Period | '3 years | ' | ' |
Cost | 3,200,000 | ' | ' |
Accumulated Amortization | 1,911,000 | ' | ' |
Net Value | 1,289,000 | ' | ' |
Premium Logistics (Panther) | Minimum | ' | ' | ' |
Amortization expense on intangible assets | ' | ' | ' |
Annual amortization expense on intangible assets expected for the full years 2014 through 2018 | 3,000,000 | ' | ' |
Premium Logistics (Panther) | Maximum | ' | ' | ' |
Amortization expense on intangible assets | ' | ' | ' |
Annual amortization expense on intangible assets expected for the full years 2014 through 2018 | $4,000,000 | ' | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
INCOME TAXES | ' | ' |
Income tax benefit at the statutory federal rate (as a percent) | 35.00% | ' |
State tax, low end of range of rate (as a percent) | 6.00% | ' |
State tax, high end of range of rate (as a percent) | 6.50% | ' |
Effective tax benefit rate (as a percent) | 42.00% | 42.50% |
Portion of effective tax benefit rate related to reduced state deferred tax liabilities reflecting enactment of lower tax rates in some states (as a percent) | 1.60% | ' |
Alternative fuel tax credit, 2012 | ' | $0.90 |
Alternative fuel tax credit, 2013 | ' | 0.3 |
Refund of federal and state income taxes that were paid in prior years, primarily from loss carrybacks | 2 | ' |
Federal, state, and foreign income taxes paid | $5.40 | ' |
LONGTERM_DEBT_AND_FINANCING_AR2
LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Long-term debt obligations | ' | ' |
Long-term debt | $105,080 | $112,845 |
Less current portion | 30,725 | 31,513 |
Long-term debt, less current portion | 74,355 | 81,332 |
Payments under long-term debt obligations | ' | ' |
Due in one year or less | 32,414 | ' |
Due after one year through two years | 25,559 | ' |
Due after two years through three years | 19,040 | ' |
Due after three years through four years | 32,341 | ' |
Due after four years through five years | 227 | ' |
Due after five years | 194 | ' |
Total payments | 109,775 | ' |
Less amounts representing interest | 4,695 | ' |
Long-term debt | 105,080 | 112,845 |
Term Loan | ' | ' |
Long-term debt obligations | ' | ' |
Long-term debt | 80,625 | 83,750 |
Interest rate (as a percent) | 1.70% | ' |
Payments under long-term debt obligations | ' | ' |
Due in one year or less | 15,485 | ' |
Due after one year through two years | 18,078 | ' |
Due after two years through three years | 18,826 | ' |
Due after three years through four years | 32,120 | ' |
Total payments | 84,509 | ' |
Less amounts representing interest | 3,884 | ' |
Long-term debt | 80,625 | 83,750 |
Notes payable | ' | ' |
Long-term debt obligations | ' | ' |
Long-term debt | 18,036 | 22,082 |
Weighted-average interest rate (as a percent) | 2.90% | ' |
Payments under long-term debt obligations | ' | ' |
Due in one year or less | 14,132 | ' |
Due after one year through two years | 4,262 | ' |
Total payments | 18,394 | ' |
Less amounts representing interest | 358 | ' |
Long-term debt | 18,036 | 22,082 |
Capital lease obligations | ' | ' |
Long-term debt obligations | ' | ' |
Long-term debt | 6,419 | 7,013 |
Weighted-average interest rate (as a percent) | 4.90% | ' |
Payments under long-term debt obligations | ' | ' |
Due in one year or less | 2,797 | ' |
Due after one year through two years | 3,219 | ' |
Due after two years through three years | 214 | ' |
Due after three years through four years | 221 | ' |
Due after four years through five years | 227 | ' |
Due after five years | 194 | ' |
Total payments | 6,872 | ' |
Less amounts representing interest | 453 | ' |
Long-term debt | $6,419 | $7,013 |
LONGTERM_DEBT_AND_FINANCING_AR3
LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Details 2) (Secured notes payable and capital leases, USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Financing Arrangements | ' | ' | ' |
Total assets securitizing notes payable or held under capital leases | $62,077 | $62,165 | $96,600 |
Less accumulated depreciation and amortization | 29,445 | 26,847 | ' |
Net assets securitizing notes payable or held under capital leases | 32,632 | 35,318 | 61,400 |
Revenue equipment | ' | ' | ' |
Financing Arrangements | ' | ' | ' |
Total assets securitizing notes payable or held under capital leases | 58,525 | 58,613 | ' |
Land and structures (terminals) | ' | ' | ' |
Financing Arrangements | ' | ' | ' |
Total assets securitizing notes payable or held under capital leases | 1,793 | 1,794 | ' |
Service, office, and other equipment | ' | ' | ' |
Financing Arrangements | ' | ' | ' |
Total assets securitizing notes payable or held under capital leases | $1,759 | $1,758 | ' |
LONGTERM_DEBT_AND_FINANCING_AR4
LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Details 3) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Jun. 15, 2012 | Mar. 31, 2014 | Mar. 31, 2014 |
Letter of Credit Agreements | Letter of Credit Agreements | Surety bonds | Surety bonds | Credit Agreement | Credit Agreement | Accounts receivable securitization program | Accounts receivable securitization program | |||
Revolving commitments | Term Loan | Letter of Credit Agreements | ||||||||
Financing Arrangements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, term | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' |
Face amount of term loan | ' | ' | ' | ' | ' | ' | ' | $100,000,000 | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | 75,000,000 | ' | 75,000,000 | ' |
Amount outstanding | ' | ' | ' | ' | ' | ' | 0 | ' | 0 | ' |
Outstanding letters of credit | ' | ' | 22,800,000 | 22,800,000 | ' | ' | ' | ' | ' | 20,300,000 |
Remaining borrowing capacity | ' | ' | 58,100,000 | ' | ' | ' | ' | ' | 54,700,000 | ' |
Amounts collateralized by restricted funds | 1,903,000 | 1,902,000 | 1,900,000 | 1,900,000 | ' | ' | ' | ' | ' | ' |
Outstanding surety bonds under collateralized bond program | ' | ' | ' | ' | 12,500,000 | 12,700,000 | ' | ' | ' | ' |
Letters of credit, outstanding amount used as collateral | ' | ' | ' | ' | 3,800,000 | 3,800,000 | ' | ' | ' | ' |
Outstanding surety bonds under uncollateralized bond programs | ' | ' | ' | ' | $44,100,000 | $43,800,000 | ' | ' | ' | ' |
PENSION_AND_OTHER_POSTRETIREME2
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Details) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | 3 Months Ended | |||||||||
Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Jan. 02, 2013 | Jan. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Jan. 02, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
Multiemployer pension plans | Central States Pension Plan | Central States Pension Plan | Nonunion Defined Benefit Pension Plan | Nonunion Defined Benefit Pension Plan | Nonunion Defined Benefit Pension Plan | Nonunion Defined Benefit Pension Plan | Nonunion Defined Benefit Pension Plan | Supplemental Benefit Plan | Supplemental Benefit Plan | Postretirement Health Benefit Plan | Postretirement Health Benefit Plan | ||
ABF Freight | ABF Freight | ABF Freight | participant | ||||||||||
item | |||||||||||||
Components of net periodic benefit cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Service cost | ' | ' | ' | ' | ' | ' | $2,367,000 | ' | ' | ' | ' | $70,000 | $83,000 |
Interest cost | ' | ' | ' | ' | ' | 1,720,000 | 1,923,000 | ' | ' | 49,000 | 37,000 | 197,000 | 188,000 |
Expected return on plan assets | ' | ' | ' | ' | ' | -2,831,000 | -3,154,000 | ' | ' | ' | ' | ' | ' |
Amortization of prior service credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -47,000 | -48,000 |
Pension settlement expense | 3,691,000 | ' | ' | ' | ' | 3,691,000 | ' | ' | ' | ' | ' | ' | ' |
Amortization of net actuarial loss | ' | ' | ' | ' | ' | 498,000 | 2,713,000 | ' | ' | 56,000 | 65,000 | 23,000 | 134,000 |
Net periodic benefit cost | ' | ' | ' | ' | ' | 3,078,000 | 3,849,000 | ' | ' | 105,000 | 102,000 | 243,000 | 357,000 |
Number of plan participants for which vested pension benefits were settled | ' | ' | ' | ' | 375 | ' | ' | ' | ' | ' | ' | ' | ' |
Premium paid to purchase nonparticipating annuity contract | ' | ' | ' | ' | 25,400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Pension benefit obligation settled with nonparticipating annuity contract | ' | ' | ' | ' | 23,300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Defined Benefit Plan Lump Sum Distribution Paid | ' | ' | ' | ' | ' | 14,100,000 | ' | ' | ' | ' | ' | ' | ' |
Pension settlement expense, net of tax | 2,255,000 | ' | ' | ' | ' | 2,300,000 | ' | ' | ' | ' | ' | ' | ' |
Amortization period for unrecognized net actuarial loss | ' | ' | ' | ' | ' | '8 years | ' | ' | ' | ' | ' | ' | ' |
Change in projected benefit obligation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Projected benefit obligation at the beginning of the period | ' | ' | ' | ' | 211,660,000 | 211,660,000 | ' | ' | ' | ' | ' | ' | ' |
Interest cost | ' | ' | ' | ' | ' | 1,720,000 | 1,923,000 | ' | ' | 49,000 | 37,000 | 197,000 | 188,000 |
Actuarial loss | ' | ' | ' | ' | ' | 8,329,000 | ' | ' | ' | ' | ' | ' | ' |
Benefits paid | ' | ' | ' | ' | ' | -39,878,000 | ' | ' | ' | ' | ' | ' | ' |
Projected benefit obligation at the end of the period | ' | ' | ' | ' | ' | 181,831,000 | ' | ' | ' | ' | ' | ' | ' |
Changes in plan assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of plan assets at beginning of period | ' | ' | ' | ' | 207,613,000 | 207,613,000 | ' | ' | ' | ' | ' | ' | ' |
Actual return on plan assets | ' | ' | ' | ' | ' | 2,492,000 | ' | ' | ' | ' | ' | ' | ' |
Benefits paid | ' | ' | ' | ' | ' | -39,878,000 | ' | ' | ' | ' | ' | ' | ' |
Fair value of plan assets at end of period | ' | ' | ' | ' | ' | 170,227,000 | ' | ' | ' | ' | ' | ' | ' |
Funded status | ' | ' | ' | ' | ' | -11,604,000 | ' | ' | ' | ' | ' | ' | ' |
Accumulated benefit obligation | ' | ' | ' | ' | ' | 181,831,000 | ' | ' | ' | ' | ' | ' | ' |
Discount rate (as a percent) | ' | ' | ' | ' | ' | 3.50% | ' | ' | 3.80% | ' | ' | ' | ' |
Employer contributions | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' |
Adjusted funding target attainment percentage | ' | ' | ' | ' | ' | ' | ' | 108.00% | ' | ' | ' | ' | ' |
Multiemployer Plans | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of multiemployer plans to which ABF currently contributes | ' | 25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum required increase in employer's contribution to multiemployer plans that enter reorganization status (as a percent) | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Approximate proportion of multiemployer pension plan contributions made to Central States Pension Fund (as a percent) | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Actuarially certified funded percentage of multiemployer pension plan | ' | ' | ' | 47.60% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accumulated Other Comprehensive Loss | ' | ' |
Total pre-tax amount | ($22,415) | ($17,907) |
Total after-tax amount | -17,666 | -14,912 |
Unrecognized Net Periodic Benefit Costs | ' | ' |
Accumulated Other Comprehensive Loss | ' | ' |
Total pre-tax amount | -21,491 | -17,044 |
Total after-tax amount | -17,103 | -14,386 |
Foreign currency translation | ' | ' |
Accumulated Other Comprehensive Loss | ' | ' |
Total pre-tax amount | -924 | -863 |
Total after-tax amount | ($563) | ($526) |
STOCKHOLDERS_EQUITY_Details_2
STOCKHOLDERS' EQUITY (Details 2) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Changes in accumulated other comprehensive loss, net of tax, by component | ' | ' |
Balances at beginning of the period | ($14,912) | ' |
Other comprehensive loss before reclassifications | -5,333 | ' |
Amounts reclassified from accumulated other comprehensive loss | 2,579 | ' |
OTHER COMPREHENSIVE INCOME (LOSS), net of tax | -2,754 | 1,731 |
Balances at end of the period | -17,666 | ' |
Unrecognized Net Periodic Benefit Costs | ' | ' |
Changes in accumulated other comprehensive loss, net of tax, by component | ' | ' |
Balances at beginning of the period | -14,386 | ' |
Other comprehensive loss before reclassifications | -5,296 | ' |
Amounts reclassified from accumulated other comprehensive loss | 2,579 | ' |
OTHER COMPREHENSIVE INCOME (LOSS), net of tax | -2,717 | ' |
Balances at end of the period | -17,103 | ' |
Foreign Currency Translation | ' | ' |
Changes in accumulated other comprehensive loss, net of tax, by component | ' | ' |
Balances at beginning of the period | -526 | ' |
Other comprehensive loss before reclassifications | -37 | ' |
OTHER COMPREHENSIVE INCOME (LOSS), net of tax | -37 | ' |
Balances at end of the period | ($563) | ' |
STOCKHOLDERS_EQUITY_Details_3
STOCKHOLDERS' EQUITY (Details 3) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Unrecognized net periodic benefit costs: | ' | ' |
LOSS BEFORE INCOME TAXES | ($8,955) | ($23,303) |
Tax benefit | 3,762 | 9,908 |
NET LOSS | -5,193 | -13,395 |
Unrecognized Net Periodic Benefit Costs | Amounts Reclassified from Accumulated Other Comprehensive Loss | ' | ' |
Unrecognized net periodic benefit costs: | ' | ' |
Amortization of actuarial loss | -577 | ' |
Amortization of prior service credit | 47 | ' |
Pension settlement expense | -3,691 | ' |
LOSS BEFORE INCOME TAXES | -4,221 | ' |
Tax benefit | 1,642 | ' |
NET LOSS | ($2,579) | ' |
STOCKHOLDERS_EQUITY_Details_4
STOCKHOLDERS' EQUITY (Details 4) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2013 | Apr. 23, 2014 | Jun. 30, 2014 |
Subsequent Event | Subsequent Event | ||||
Estimated | |||||
Dividends on Common Stock | ' | ' | ' | ' | ' |
Dividends declared (in dollars per share) | $0.03 | $0.03 | $0.03 | $0.03 | ' |
Dividend Amount | $819 | $806 | $807 | ' | $817 |
SHAREBASED_COMPENSATION_Detail
SHARE-BASED COMPENSATION (Details) (USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 |
Restricted Stock Units | ' |
Award activity | ' |
Outstanding at the beginning of the period (in shares) | 1,443,460 |
Granted (in shares) | 750 |
Vested (in shares) | -6,821 |
Forfeited (in shares) | -18,898 |
Outstanding at the end of the period (in shares) | 1,418,491 |
Stock Options | ' |
Stock options activity | ' |
Outstanding at the beginning of the period (in shares) | 35,730 |
Exercised (in shares) | -35,530 |
Forfeited (in shares) | -200 |
Weighted-Average Exercise Price | ' |
Outstanding at the beginning of the period (in dollars per share) | 29.1 |
Exercised (in dollars per share) | 29.1 |
Forfeited (in dollars per share) | 29.1 |
Intrinsic Value | ' |
Options outstanding (in dollars) | 0 |
Weighted-Average Remaining Contractual Term | ' |
Options outstanding | '0 years |
SARs | ' |
Award activity | ' |
Granted (in shares) | 0 |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Basic, numerator: | ' | ' |
Net loss | ($5,193) | ($13,395) |
Effect of unvested restricted stock unit awards | -39 | -38 |
Adjusted net loss | -5,232 | -13,433 |
Basic, denominator: | ' | ' |
Weighted-average shares | 25,876,928 | 25,638,333 |
Loss per common share (in dollars per share) | ($0.20) | ($0.52) |
Diluted, numerator: | ' | ' |
Net loss | -5,193 | -13,395 |
Effect of unvested restricted stock unit awards | -39 | -38 |
Adjusted net loss | ($5,232) | ($13,433) |
Diluted, denominator: | ' | ' |
Weighted-average shares | 25,876,928 | 25,638,333 |
Adjusted weighted-average shares and assumed conversions | 25,876,928 | 25,638,333 |
Loss per common share (in dollars per share) | ($0.20) | ($0.52) |
Outstanding stock awards not included in calculation of diluted loss per share (in shares) | 800,000 | 700,000 |
OPERATING_SEGMENT_DATA_Details
OPERATING SEGMENT DATA (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
OPERATING REVENUES | ' | ' |
Operating revenues | $577,904 | $520,687 |
OPERATING EXPENSES AND COSTS | ' | ' |
Gain on sale of property and equipment | -214 | -212 |
Pension settlement expense | 3,691 | ' |
Operating expenses and costs | 586,606 | 544,037 |
OPERATING INCOME (LOSS) | ' | ' |
Operating income (loss) | -8,702 | -23,350 |
OTHER INCOME (EXPENSE) | ' | ' |
Interest and dividend income | 190 | 171 |
Interest expense and other related financing costs | -808 | -1,207 |
Other, net | 365 | 1,083 |
TOTAL OTHER INCOME (EXPENSE) | -253 | 47 |
LOSS BEFORE INCOME TAXES | -8,955 | -23,303 |
Operating Segments | Freight Transportation (ABF Freight) | ' | ' |
OPERATING REVENUES | ' | ' |
Operating revenues | 428,871 | 407,281 |
OPERATING EXPENSES AND COSTS | ' | ' |
Salaries, wages, and benefits | 261,154 | 267,178 |
Fuel, supplies, and expenses | 90,791 | 83,332 |
Operating taxes and licenses | 11,493 | 10,990 |
Insurance | 5,395 | 4,484 |
Communications and utilities | 4,242 | 3,933 |
Depreciation and amortization | 16,338 | 19,574 |
Rents and purchased transportation | 47,420 | 38,469 |
Gain on sale of property and equipment | -203 | -212 |
Pension settlement expense | 2,890 | ' |
Other | 1,535 | 2,082 |
Operating expenses and costs | 441,055 | 429,830 |
OPERATING INCOME (LOSS) | ' | ' |
Operating income (loss) | -12,184 | -22,549 |
Operating Segments | Premium Logistics (Panther) | ' | ' |
OPERATING REVENUES | ' | ' |
Operating revenues | 72,226 | 53,252 |
OPERATING EXPENSES AND COSTS | ' | ' |
Purchased transportation | 54,573 | 41,036 |
Depreciation and amortization | 2,737 | 2,550 |
Salaries, benefits, insurance, and other | 11,552 | 10,530 |
Operating expenses and costs | 68,862 | 54,116 |
OPERATING INCOME (LOSS) | ' | ' |
Operating income (loss) | 3,364 | -864 |
Operating Segments | Emergency and Preventative Maintenance (FleetNet) | ' | ' |
OPERATING REVENUES | ' | ' |
Operating revenues | 41,699 | 32,522 |
OPERATING EXPENSES AND COSTS | ' | ' |
Operating expenses and costs | 40,298 | 31,811 |
OPERATING INCOME (LOSS) | ' | ' |
Operating income (loss) | 1,401 | 711 |
Operating Segments | Transportation Management (ABF Logistics) | ' | ' |
OPERATING REVENUES | ' | ' |
Operating revenues | 29,717 | 21,618 |
OPERATING EXPENSES AND COSTS | ' | ' |
Operating expenses and costs | 29,182 | 21,100 |
OPERATING INCOME (LOSS) | ' | ' |
Operating income (loss) | 535 | 518 |
Operating Segments | Household Goods Moving Services (ABF Moving) | ' | ' |
OPERATING REVENUES | ' | ' |
Operating revenues | 14,750 | 13,576 |
OPERATING EXPENSES AND COSTS | ' | ' |
Operating expenses and costs | 15,591 | 13,807 |
OPERATING INCOME (LOSS) | ' | ' |
Operating income (loss) | -841 | -231 |
Other and eliminations | ' | ' |
OPERATING REVENUES | ' | ' |
Operating revenues | -9,359 | -7,562 |
OPERATING EXPENSES AND COSTS | ' | ' |
Operating expenses and costs | -8,382 | -6,627 |
OPERATING INCOME (LOSS) | ' | ' |
Operating income (loss) | ($977) | ($935) |
LEGAL_PROCEEDINGS_ENVIRONMENTA1
LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | |
Underground fuel storage tanks | Clean Water Act | Environmental cleanup costs | Environmental cleanup costs | |
state | ABF Freight | |||
tank | ||||
Environmental Matters | ' | ' | ' | ' |
Number of underground tanks where the company's subsidiaries store fuel for use in tractors and trucks | 65 | ' | ' | ' |
Number of states in which underground tanks are located | 20 | ' | ' | ' |
Reserve for environmental contingencies | ' | $0 | $900,000 | $900,000 |