Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 08, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'ARKANSAS BEST CORP /DE/ | ' |
Entity Central Index Key | '0000894405 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 25,730,114 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS | ' | ' |
Cash and cash equivalents | $107,611 | $90,702 |
Short-term investments | 28,573 | 29,054 |
Restricted cash, cash equivalents, and short-term investments | 1,902 | 9,658 |
Accounts receivable, less allowances (2013 – $4,645; 2012 – $5,249) | 212,946 | 180,631 |
Other accounts receivable, less allowances (2013 – $1,402; 2012 – $1,334) | 9,532 | 6,539 |
Prepaid expenses | 15,980 | 17,355 |
Deferred income taxes | 47,038 | 39,245 |
Prepaid and refundable income taxes | 2,186 | 5,681 |
Other | 8,882 | 7,185 |
TOTAL CURRENT ASSETS | 434,650 | 386,050 |
PROPERTY, PLANT AND EQUIPMENT | ' | ' |
Land and structures | 245,207 | 243,699 |
Revenue equipment | 591,367 | 589,729 |
Service, office, and other equipment | 122,057 | 119,456 |
Software | 109,111 | 103,164 |
Leasehold improvements | 23,524 | 23,272 |
PROPERTY, PLANT AND EQUIPMENT, GROSS | 1,091,266 | 1,079,320 |
Less allowances for depreciation and amortization | 691,730 | 635,292 |
PROPERTY, PLANT AND EQUIPMENT, NET | 399,536 | 444,028 |
GOODWILL | 76,448 | 73,189 |
INTANGIBLE ASSETS, net | 76,431 | 79,561 |
OTHER ASSETS | 51,058 | 51,634 |
TOTAL ASSETS | 1,038,123 | 1,034,462 |
CURRENT LIABILITIES | ' | ' |
Bank overdraft and drafts payable | 11,645 | 13,645 |
Accounts payable | 95,609 | 84,292 |
Income taxes payable | 2,868 | 59 |
Accrued expenses | 181,197 | 158,668 |
Current portion of long-term debt | 35,353 | 43,044 |
TOTAL CURRENT LIABILITIES | 326,672 | 299,708 |
LONG-TERM DEBT, less current portion | 88,893 | 112,941 |
PENSION AND POSTRETIREMENT LIABILITIES | 38,040 | 104,673 |
OTHER LIABILITIES | 13,560 | 12,832 |
DEFERRED INCOME TAXES | 71,275 | 45,309 |
STOCKHOLDERS' EQUITY | ' | ' |
Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2013: 27,408,046 shares; 2012: 27,296,285 shares | 274 | 273 |
Additional paid-in capital | 291,445 | 289,711 |
Retained earnings | 287,204 | 284,157 |
Treasury stock, at cost, 1,677,932 shares | -57,770 | -57,770 |
Accumulated other comprehensive loss | -21,470 | -57,372 |
TOTAL STOCKHOLDERS' EQUITY | 499,683 | 458,999 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $1,038,123 | $1,034,462 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
CONSOLIDATED BALANCE SHEETS | ' | ' |
Accounts receivable, allowances (in dollars) | $4,645 | $5,249 |
Other accounts receivable, allowances (in dollars) | $1,402 | $1,334 |
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 | 27,408,046 | 27,296,285 |
Treasury stock, at cost, shares | 1,677,932 | 1,677,932 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | |||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
CONSOLIDATED STATEMENTS OF OPERATIONS | ' | ' | ' | ' | ' | ' | ' | ' | ' |
OPERATING REVENUES | $623,414 | ' | ' | ' | $577,546 | ' | ' | $1,720,999 | $1,528,956 |
OPERATING EXPENSES AND COSTS | 602,912 | ' | ' | ' | 565,313 | ' | ' | 1,715,431 | 1,532,509 |
OPERATING INCOME (LOSS) | 20,502 | ' | ' | ' | 12,233 | ' | ' | 5,568 | -3,553 |
OTHER INCOME (EXPENSE) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest and dividend income | 167 | ' | ' | ' | 155 | ' | ' | 499 | 623 |
Interest expense and other related financing costs | -993 | ' | ' | ' | -1,609 | ' | ' | -3,279 | -3,863 |
Other, net | 1,328 | ' | ' | ' | 997 | ' | ' | 2,778 | 2,117 |
Total other income (expense) | 502 | ' | ' | ' | -457 | ' | ' | -2 | -1,123 |
INCOME (LOSS) BEFORE INCOME TAXES | 21,004 | ' | ' | ' | 11,776 | ' | ' | 5,566 | -4,676 |
INCOME TAX PROVISION (BENEFIT) | 7,022 | ' | ' | ' | 5,258 | ' | ' | 101 | -4,873 |
NET INCOME | $13,982 | ' | ' | ' | $6,518 | ' | ' | $5,465 | $197 |
EARNINGS PER COMMON SHARE | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (in dollars per share) | $0.52 | ' | ' | ' | $0.24 | ' | ' | $0.20 | $0 |
Diluted (in dollars per share) | $0.52 | ' | ' | ' | $0.24 | ' | ' | $0.20 | $0 |
AVERAGE COMMON SHARES OUTSTANDING | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (in shares) | 25,736,810 | ' | ' | ' | 25,613,315 | ' | ' | 25,690,184 | 25,535,969 |
Diluted (in shares) | 25,736,810 | ' | ' | ' | 25,613,315 | ' | ' | 25,690,184 | 25,535,969 |
CASH DIVIDENDS DECLARED PER COMMON SHARE (in dollars per share) | $0.03 | $0.03 | $0.03 | $0.03 | $0.03 | $0.03 | $0.03 | $0.09 | $0.09 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ' | ' | ' | ' |
NET INCOME | $13,982 | $6,518 | $5,465 | $197 |
Pension and other postretirment benefit plans: | ' | ' | ' | ' |
Net gain from curtailment, net of tax of: (2013 – Nine-month period $11,383) | 0 | 0 | 17,878 | 0 |
Net actuarial gain, net of tax of: (2013 – Three-month period $1,503, Nine-month period $8,121) | 2,359 | 0 | 12,755 | 0 |
Pension settlement expense, net of tax of: (2013 – Three- and nine-month periods $713) | 1,121 | 0 | 1,121 | 0 |
Amortization of unrecognized net periodic benefit costs, net of tax of: (2013 – Three-month period $433, Nine-month period $2,662; 2012 – Three-month period $1,088, Nine-month period $3,266) | ' | ' | ' | ' |
Net actuarial loss | 709 | 1,740 | 4,267 | 5,218 |
Prior service credit | -29 | -29 | -87 | -87 |
Foreign currency translation: | ' | ' | ' | ' |
Change in foreign currency translation, net of tax of: (2013 – Three-month period $66, Nine-month period $21; 2012 – Three-month period $50, Nine-month period $41) | 103 | 79 | -32 | 65 |
OTHER COMPREHENSIVE INCOME, net of tax | 4,263 | 1,790 | 35,902 | 5,196 |
TOTAL COMPREHENSIVE INCOME | $18,245 | $8,308 | $41,367 | $5,393 |
CONSOLIDATED_STATEMENTS_OF_COM1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ' | ' | ' | ' |
Net gain from curtailment, tax | $0 | $0 | $11,383 | $0 |
Net actuarial gain, tax | 1,503 | 0 | 8,121 | 0 |
Pension settlement expense, tax | 713 | 0 | 713 | 0 |
Amortization of unrecognized net periodic benefit costs, tax | 433 | 1,088 | 2,662 | 3,266 |
Change in foreign currency translation, tax | $66 | $50 | ($21) | $41 |
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, 2012 | $458,999 | $273 | $289,711 | $284,157 | ($57,770) | ($57,372) |
Balances (in shares) at Dec. 31, 2012 | ' | 27,296 | ' | ' | 1,678 | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
NET INCOME | 5,465 | ' | ' | 5,465 | ' | ' |
Other comprehensive income, net of tax | 35,902 | ' | ' | ' | ' | 35,902 |
Issuance of common stock under share-based compensation plans | ' | 1 | -1 | ' | ' | ' |
Issuance of common stock under share-based compensation plans (in shares) | ' | 112 | ' | ' | ' | ' |
Tax effect of share-based compensation plans and other | -1,844 | ' | -1,844 | ' | ' | ' |
Share-based compensation expense | 3,579 | ' | 3,579 | ' | ' | ' |
Dividends declared on common stock | -2,418 | ' | ' | -2,418 | ' | ' |
Balances at Sep. 30, 2013 | $499,683 | $274 | $291,445 | $287,204 | ($57,770) | ($21,470) |
Balances (in shares) at Sep. 30, 2013 | ' | 27,408 | ' | ' | 1,678 | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
OPERATING ACTIVITIES | ' | ' |
NET INCOME | $5,465 | $197 |
Adjustments to reconcile net income to cash provided by operating activities: | ' | ' |
Depreciation and amortization | 64,439 | 62,772 |
Amortization of intangibles | 3,130 | 1,218 |
Pension settlement expense | 1,834 | 0 |
Share-based compensation expense | 3,579 | 4,711 |
Provision for losses on accounts receivable | 1,658 | 1,314 |
Deferred income tax benefit | -5,770 | -3,795 |
Gain on sale of property and equipment | -486 | -582 |
Changes in operating assets and liabilities: | ' | ' |
Receivables | -36,513 | -28,956 |
Prepaid expenses | 1,768 | 2,940 |
Other assets | -1,557 | -591 |
Income taxes | 6,868 | 938 |
Accounts payable, accrued expenses, and other liabilities | 21,836 | 7,942 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 66,251 | 48,108 |
INVESTING ACTIVITIES | ' | ' |
Purchases of property, plant and equipment, net of financings | -13,078 | -31,923 |
Proceeds from sale of property and equipment | 1,857 | 5,126 |
Purchases of short-term investments | -21,230 | -38,708 |
Proceeds from sale of short-term investments | 21,713 | 25,018 |
Business acquisitions, net of cash acquired | -4,146 | -180,793 |
Capitalization of internally developed software and other | -5,959 | -5,379 |
NET CASH USED IN INVESTING ACTIVITIES | -20,843 | -226,659 |
FINANCING ACTIVITIES | ' | ' |
Borrowings under credit facilities | 0 | 100,000 |
Payments on long-term debt | -31,775 | -22,606 |
Net change in bank overdraft and other | -2,002 | -7,808 |
Net change in restricted cash, cash equivalents, and short-term investments | 7,757 | 42,895 |
Deferred financing costs | -61 | -1,472 |
Payment of common stock dividends | -2,418 | -2,412 |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | -28,499 | 108,597 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 16,909 | -69,954 |
Cash and cash equivalents at beginning of period | 90,702 | 141,295 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 107,611 | 71,341 |
NONCASH INVESTING ACTIVITIES | ' | ' |
Accruals for equipment received | 264 | 34 |
Equipment financed | $36 | $37,973 |
ORGANIZATION_AND_DESCRIPTION_O
ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION | ' |
ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION | |
Arkansas Best Corporation (the “Company”), the parent holding company, is a freight transportation services and integrated logistics solutions provider. The Company’s principal operations are conducted through its Freight Transportation segment, which consists of ABF Freight System, Inc. and certain other subsidiaries of the Company (collectively “ABF”). The Company’s other reportable operating segments are Premium Logistics & Expedited Freight Services, Domestic & Global Transportation Management, Emergency & Preventative Maintenance, and Household Goods Moving Services (see Note K). | |
ABF represented approximately 76% of the Company’s total revenues before other revenues and intercompany eliminations for the nine months ended September 30, 2013. As of September 2013, approximately 75% of ABF’s employees were covered under a collective bargaining agreement, the National Master Freight Agreement (the “NMFA”), with the International Brotherhood of Teamsters (the “IBT”). On June 27, 2013, a new collective bargaining agreement, the ABF National Master Freight Agreement (the “2013 ABF NMFA”), was ratified by a majority of ABF’s IBT member employees who chose to vote. Following resolution of the supplements to the 2013 ABF NMFA which were not approved at the time the collective bargaining agreement was ratified, the IBT implemented the 2013 ABF NMFA on November 3, 2013. The 2013 ABF NMFA will remain in effect through March 31, 2018. The primary changes to the labor agreement under the 2013 ABF NMFA include 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 in the fifth year of the contract; 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 will be effective immediately upon implementation and, therefore, expected net cost reductions will be realized over time. The 2013 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's employees who are members of the IBT for which the rate increases 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 is an initial reduction of approximately 4% to the combined total contractual wage and benefit rate under the 2013 ABF NMFA. For subsequent years, the compounded annual contractual wage and benefit contribution rates are estimated to increase approximately 2.5% to 3.0% through the end of the agreement. | |
On June 15, 2012, the Company acquired 100% of the common stock of Panther Expedited Services, Inc. (“Panther”), which is reported as the Premium Logistics and Expedited Freight Services segment (see Note K). See Note C for further discussion of the Panther acquisition. | |
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 2012 Annual Report on Form 10-K and other current filings with the Commission. The consolidated financial statements as of September 30, 2013 were affected by curtailment of the Company’s nonunion defined benefit pension plan and pension settlement expense (see Note G). 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 | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | ' | |||||||||||||||
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: | ||||||||||||||||
September 30 | December 31 | |||||||||||||||
2013 | 2012 | |||||||||||||||
(in thousands) | ||||||||||||||||
Cash and cash equivalents | ||||||||||||||||
Cash deposits(1) | $ | 64,557 | $ | 48,293 | ||||||||||||
Variable rate demand notes(1)(2) | 29,953 | 29,807 | ||||||||||||||
Money market funds(3) | 13,101 | 12,602 | ||||||||||||||
$ | 107,611 | $ | 90,702 | |||||||||||||
Short-term investments | ||||||||||||||||
Certificates of deposit(1) | $ | 28,573 | $ | 29,054 | ||||||||||||
Restricted cash, cash equivalents, and short-term investments(4) | ||||||||||||||||
Cash deposits(1) | $ | 1,902 | $ | 5,901 | ||||||||||||
Certificates of deposit(1) | — | 3,757 | ||||||||||||||
$ | 1,902 | $ | 9,658 | |||||||||||||
-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 F). | |||||||||||||||
The Company’s long-term investment financial instruments 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 placing its cash, cash equivalents, and short-term investments with major financial institutions and corporate issuers that have high credit ratings and by investing 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, including those pledged as collateral for outstanding letters of credit (see Note F), may exceed federally insured limits. At September 30, 2013 and December 31, 2012, cash, cash equivalents, and certificates of deposit of $53.6 million and $53.8 million, respectively, 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 F) approximate the amounts recorded in the consolidated balance sheets as presented in the following table: | ||||||||||||||||
September 30 | December 31 | |||||||||||||||
2013 | 2012 | |||||||||||||||
(in thousands) | ||||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Value | Value | Value | Value | |||||||||||||
Term loan(1) | $ | 86,875 | $ | 86,875 | $ | 95,000 | $ | 95,000 | ||||||||
Notes payable(2) | 26,093 | 26,103 | 37,756 | 37,904 | ||||||||||||
$ | 112,968 | $ | 112,978 | $ | 132,756 | $ | 132,904 | |||||||||
-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): | ||||||||||||||||
September 30 | December 31 | |||||||||||||||
2013 | 2012 | |||||||||||||||
(in thousands) | ||||||||||||||||
Money market funds(1) | $ | 13,101 | $ | 12,602 | ||||||||||||
Equity, bond, and money market mutual funds | 2,795 | 3,035 | ||||||||||||||
held in trust related to the Voluntary Savings Plan(2) | ||||||||||||||||
$ | 15,896 | $ | 15,637 | |||||||||||||
-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. |
ACQUISITION
ACQUISITION | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Business Combinations [Abstract] | ' | |||
ACQUISITION | ' | |||
ACQUISITION | ||||
On June 15, 2012, the Company acquired 100% of the common stock of Panther for $180.0 million in cash, net of cash acquired. The acquisition was funded with cash on hand and a $100.0 million secured Term Loan (see Note F). The results of Panther’s operations subsequent to the acquisition date have been included in the accompanying consolidated financial statements. The Company recognized $2.1 million (pre-tax) of acquisition related costs in second quarter 2012. The acquisition of Panther enhances the Company’s end-to-end logistics solutions and expands the Company’s customer base and business diversification. Panther is reported as the Premium Logistics and Expedited Freight Services operating segment (see Note K). | ||||
The following table summarizes the fair values of the acquired assets and liabilities at the acquisition date. Measurement period adjustments recorded to Panther’s goodwill during 2013 are presented in Note D. | ||||
Purchase Allocation | ||||
(in thousands) | ||||
Accounts receivable | $ | 31,824 | ||
Prepaid expenses | 5,205 | |||
Deferred income taxes | 2,085 | |||
Property and equipment (excluding acquired software) | 5,678 | |||
Software | 31,600 | |||
Intangible assets | 79,000 | |||
Other assets | 3,866 | |||
Total identifiable assets acquired | 159,258 | |||
Accounts payable | 13,344 | |||
Accrued expenses and other current liabilities | 7,436 | |||
Other liabilities | 228 | |||
Deferred income taxes | 29,307 | |||
Total liabilities | 50,315 | |||
Net identifiable assets acquired | 108,943 | |||
Goodwill | 71,096 | |||
Cash paid, net of cash acquired | $ | 180,039 | ||
The amount reflected as “Business acquisitions, net of cash acquired” in the accompanying consolidated statement of cash flows for the nine months ended September 30, 2012 was based on a preliminary net working capital adjustment to the purchase price, which differs from the final amount reflected in the table above. The fair value of accounts receivable acquired was $31.8 million, having a gross contractual amount of $32.3 million as of June 15, 2012 with $0.5 million expected by the Company to be uncollectible. The value assigned to acquired software reflected estimated reproduction costs, less an obsolescence allowance. The recorded amount of acquired software is being amortized on a straight-line basis over seven years. Software is included within property, plant and equipment in the Company’s consolidated balance sheets. See Note D for further discussion of acquired goodwill and intangibles. | ||||
The following unaudited pro forma supplemental information presents the Company’s consolidated results of operations as if the Panther acquisition had occurred on January 1, 2011: | ||||
Nine Months Ended | ||||
September 30 | ||||
2012 | ||||
(in thousands, except per share data) | ||||
Operating revenues | $ | 1,634,032 | ||
Loss before income taxes | $ | (1,327 | ) | |
Net loss | $ | (1,070 | ) | |
Diluted EPS | $ | (0.05 | ) | |
The pro forma results of operations are based on historical information adjusted to include the pro forma effect of applying the Company’s accounting policies; eliminating sales transactions between the Company and Panther; adjusting amortization expense for the acquired fair value and the amortization periods of software and intangible assets; adjusting interest expense and interest income for the financing of the acquisition; eliminating transaction expenses related to the acquisition; and the related tax effects of these adjustments. The pro forma information has also been adjusted for the impact on the income tax provision or benefit, as applicable, resulting from changes in deferred tax asset valuation allowances which were primarily attributable to the Panther acquisition. As a result, the pro forma information excludes the reversal of deferred tax valuation allowances of $3.3 million ($0.13 per share) for the nine months ended September 30, 2012 (see Note E). The pro forma information is presented for illustrative purposes only and does not reflect either the realization of potential cost savings or any related integration costs. The pro forma information does not purport to be indicative of the results that would have actually been obtained if the acquisition had occurred as of the date indicated, nor does the pro forma information intend to be a projection of results that may be obtained in the future. | ||||
On May 31, 2013, Albert Companies, Inc., a subsidiary of the Company whose operations are included in the Household Goods Moving Services segment (see Note K), acquired a privately-owned logistics company for net cash consideration of $4.1 million. The fair value assessment of acquired assets and liabilities as of the acquisition date is preliminary and subject to change. The results of the acquired operations subsequent to the acquisition date have been included in the accompanying consolidated financial statements. As the acquired business is not significant to the Company’s consolidated operating results and financial position, pro forma financial information has not been presented. |
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||
GOODWILL AND INTANGIBLE ASSETS | ' | |||||||||||||
GOODWILL AND INTANGIBLE ASSETS | ||||||||||||||
Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired. Goodwill by reportable operating segment consisted of the following: | ||||||||||||||
Household Goods | Premium Logistics | Total | ||||||||||||
Moving Services | & Expedited | |||||||||||||
Freight Services | ||||||||||||||
(in thousands) | ||||||||||||||
Balances at December 31, 2012 | $ | 3,660 | $ | 69,529 | $ | 73,189 | ||||||||
Purchase accounting adjustments | — | 1,567 | 1,567 | |||||||||||
Goodwill acquired | 1,692 | — | 1,692 | |||||||||||
Balances at September 30, 2013 | $ | 5,352 | $ | 71,096 | $ | 76,448 | ||||||||
Goodwill of the Premium Logistics and Expedited Freight Services segment associated with the Panther acquisition was attributable primarily to intangible assets that do not qualify for separate recognition, an assembled workforce, and the recognition of deferred tax liabilities for the acquired intangible assets, including software, which are not deductible for income tax purposes. A substantial portion of the Panther goodwill is not deductible for income tax purposes. Goodwill of $1.7 million related to the May 31, 2013 acquisition of a privately-owned logistics company included in the Household Goods Moving Services segment (see Note C) is expected to be fully deductible for tax purposes. | ||||||||||||||
Intangible assets consisted of the following as of September 30, 2013: | ||||||||||||||
Weighted Average | Cost | Accumulated | Net | |||||||||||
Amortization Period | Amortization | Value | ||||||||||||
(in years) | (in thousands) | |||||||||||||
Finite-lived intangible assets | ||||||||||||||
Customer relationships | 14 | $ | 43,500 | $ | 4,013 | $ | 39,487 | |||||||
Driver network | 3 | 3,200 | 1,378 | 1,822 | ||||||||||
13 | 46,700 | 5,391 | 41,309 | |||||||||||
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 | 35,122 | |||||||||||||
Total intangible assets | N/A | $ | 81,822 | $ | 5,391 | $ | 76,431 | |||||||
Intangible assets, except for the $2.8 million of other indefinite-lived assets, were acquired in conjunction with the June 2012 acquisition of Panther. Amortization expense on intangible assets (excluding acquired software which is reported within property, plant and equipment) is expected to approximate $4 million for 2013 and is anticipated to range between $3 million and $4 million per year for 2014 through 2017. Acquired software is expected to be amortized on a straight-line basis over seven years, resulting in approximately $5 million of annual amortization expense (which is reported as depreciation expense) for 2013 through 2017. |
INCOME_TAXES
INCOME TAXES | 9 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
INCOME TAXES | ' | |||||||||||||||||||||||||||
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 rate for the three months ended September 30, 2013 was 33.4%. The effective tax rate for the nine months ended September 30, 2013 was 1.8%, due primarily to the alternative fuel tax credit. The effective tax rate for the three months ended September 30, 2012 was 44.6% and the effective tax benefit rate for the nine months ended September 30, 2012 was 104.2%. Due to 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 $0.8 million benefit of the year-to-date credit as of September 30, 2013 were recognized in the first nine months of 2013. In addition to the effect of the alternative fuel tax credit on the effective tax benefit rate in 2013, the difference between the Company’s effective tax rate and the federal statutory rate, for both 2013 and 2012, primarily results from state income taxes, nondeductible expenses, changes in the cash surrender value of life insurance and policy proceeds, and changes in valuation allowances for deferred tax assets. Valuation allowances for deferred tax assets were decreased $0.4 million and $3.7 million for the three- and nine-month periods ended September 30, 2012, respectively, based on management’s judgment regarding the realization of deferred tax assets as affected by the purchase of Panther in June 2012. Net decreases in valuation allowances of $0.8 million, which related primarily to valuation allowances for deferred tax assets for state net operating loss carryovers of ABF, were recorded in the first nine months of 2013. | ||||||||||||||||||||||||||||
Reconciliation between the effective income tax rate, as computed on income before income taxes, and the statutory federal income tax rate for the three and nine months ended September 30, 2013 and 2012, is presented in the following table: | ||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||
September 30 | September 30 | |||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||
Income tax provision (benefit) at the statutory | $ | 7,351 | 35 | % | $ | 4,122 | 35 | % | $ | 1,948 | 35 | % | $ | (1,637 | ) | (35.0 | )% | |||||||||||
federal rate | ||||||||||||||||||||||||||||
Federal income tax effects of: | ||||||||||||||||||||||||||||
Net reversal in valuation allowances | (550 | ) | (2.6 | ) | (396 | ) | (3.4 | ) | (766 | ) | (13.8 | ) | (3,729 | ) | (79.7 | ) | ||||||||||||
Alternative fuel tax credit | (288 | ) | (1.4 | ) | — | — | (1,708 | ) | (30.7 | ) | — | — | ||||||||||||||||
Effect of permanent differences and other | (247 | ) | (1.2 | ) | 1,121 | 9.5 | 473 | 8.5 | 250 | 5.3 | ||||||||||||||||||
State income taxes | 756 | 3.6 | 411 | 3.5 | 154 | 2.8 | 243 | 5.2 | ||||||||||||||||||||
Total income tax provision (benefit) | $ | 7,022 | 33.4 | % | $ | 5,258 | 44.6 | % | $ | 101 | 1.8 | % | $ | (4,873 | ) | (104.2 | )% | |||||||||||
As of September 30, 2013, the Company’s deferred tax liabilities which will reverse in future years exceeded deferred tax assets. Due to the nonunion defined benefit pension plan curtailment, which was recorded in second quarter 2013 (see Note G), the related pension liability was reduced by $46.3 million and associated deferred tax assets were reduced by $18.0 million (reflected as a net increase in long-term deferred tax liabilities in the accompanying consolidated balance sheet as of September 30, 2013). | ||||||||||||||||||||||||||||
During the nine months ended September 30, 2013, the Company received refunds of $2.2 million of federal and state taxes that were paid in prior years, primarily from loss carrybacks, and the Company paid state and foreign income taxes of $1.2 million. |
LONGTERM_DEBT_AND_FINANCING_AR
LONG-TERM DEBT AND FINANCING ARRANGEMENTS | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||
LONG-TERM DEBT AND FINANCING ARRANGEMENTS | ' | |||||||||||||||
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’s operations), real estate, and certain other equipment as follows: | ||||||||||||||||
September 30 | December 31 | |||||||||||||||
2013 | 2012 | |||||||||||||||
(in thousands) | ||||||||||||||||
Term Loan (interest rate of 1.7% at September 30, 2013) | $ | 86,875 | $ | 95,000 | ||||||||||||
Notes payable (weighted average interest rate of 3.0% at September 30, 2013) | 26,093 | 37,756 | ||||||||||||||
Capital lease obligations (weighted average interest rate of 4.5% at September 30, 2013) | 11,278 | 23,229 | ||||||||||||||
124,246 | 155,985 | |||||||||||||||
Less current portion | 35,353 | 43,044 | ||||||||||||||
Long-term debt, less current portion | $ | 88,893 | $ | 112,941 | ||||||||||||
Scheduled maturities of long-term debt obligations as of September 30, 2013 were as follows: | ||||||||||||||||
Total | Term | Notes | Capital Lease | |||||||||||||
Loan(1) | Payable | Obligations(2) | ||||||||||||||
(in thousands) | ||||||||||||||||
Due in one year or less | $ | 37,687 | $ | 14,568 | $ | 16,376 | $ | 6,743 | ||||||||
Due after one year through two years | 30,633 | 17,015 | 10,343 | 3,275 | ||||||||||||
Due after two years through three years | 20,193 | 18,963 | 70 | 1,160 | ||||||||||||
Due after three years through four years | 41,819 | 41,602 | — | 217 | ||||||||||||
Due after four years through five years | 224 | — | — | 224 | ||||||||||||
Due after five years | 308 | — | — | 308 | ||||||||||||
Total payments | 130,864 | 92,148 | 26,789 | 11,927 | ||||||||||||
Less amounts representing interest | 6,618 | 5,273 | 696 | 649 | ||||||||||||
Long-term debt | $ | 124,246 | $ | 86,875 | $ | 26,093 | $ | 11,278 | ||||||||
-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 securitized by notes payable or held under capital leases were included in property, plant and equipment as follows: | ||||||||||||||||
September 30 | December 31 | |||||||||||||||
2013 | 2012 | |||||||||||||||
(in thousands) | ||||||||||||||||
Land and structures (terminals) | $ | 1,794 | $ | 1,794 | ||||||||||||
Revenue equipment | 69,417 | 93,004 | ||||||||||||||
Service, office, and other equipment | 1,758 | 1,813 | ||||||||||||||
72,969 | 96,611 | |||||||||||||||
Less accumulated amortization(1) | 31,715 | 35,183 | ||||||||||||||
Net assets securitized by notes payable or held under capital leases | $ | 41,254 | $ | 61,428 | ||||||||||||
-1 | Amortization of assets securitized by notes payable and held under capital leases is included in depreciation expense. | |||||||||||||||
Financing Arrangements | ||||||||||||||||
Term Loan | ||||||||||||||||
The Company has 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 provided to finance a portion of the cost of the acquisition of Panther (see Note C). 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. 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 the interest rate 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 September 30, 2013, the Company was in compliance with the covenants. For the reporting period ended September 30, 2013, the Company’s fixed charge coverage ratio was 1.8 to 1.0, compared to the minimum ratio required by the Credit Agreement of 1.25 to 1.0. | ||||||||||||||||
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 September 30, 2013, 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 September 30, 2013, standby letters of credit of $20.5 million have been issued under the facility, which reduced the available borrowing capacity to $54.5 million. | ||||||||||||||||
Letter of Credit Agreements | ||||||||||||||||
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 that the Company is required to maintain. The LC Agreements require cash or short-term investments to be pledged as collateral for outstanding letters of credit. As of September 30, 2013, the Company had letters of credit outstanding of $23.0 million (including $20.5 million which were issued under the accounts receivable securitization facility previously described within this Note), of which $1.9 million were collateralized by restricted cash under the LC Agreements. The Company had up to $73.1 million available as of September 30, 2013 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. As of September 30, 2013, surety bonds outstanding related to the collateralized self-insurance program totaled $12.7 million, which were collateralized by letters of credit of $3.8 million issued under the previously described accounts receivable securitization facility. Under separate uncollateralized bond programs, surety bonds outstanding related to the Company’s self-insurance program totaled $43.9 million as of September 30, 2013. |
PENSION_AND_OTHER_POSTRETIREME
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | ' | |||||||||||||||||||||||
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS | ' | |||||||||||||||||||||||
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS | ||||||||||||||||||||||||
Nonunion Defined Benefit Pension, Supplemental Benefit Pension, and Postretirement Health Benefit Plans | ||||||||||||||||||||||||
The following is a summary of the components of net periodic benefit cost: | ||||||||||||||||||||||||
Three Months Ended September 30 | ||||||||||||||||||||||||
Nonunion Defined Benefit Pension Plan | Supplemental Benefit Pension Plan | Postretirement Health Benefit Plan | ||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Service cost | $ | — | $ | 2,298 | $ | — | $ | — | $ | 82 | $ | 79 | ||||||||||||
Interest cost | 2,039 | 2,173 | 37 | 52 | 188 | 187 | ||||||||||||||||||
Expected return on plan assets | (3,438 | ) | (3,016 | ) | — | — | — | — | ||||||||||||||||
Amortization of prior service credit | — | — | — | — | (47 | ) | (47 | ) | ||||||||||||||||
Pension settlement expense | 1,834 | — | — | — | — | — | ||||||||||||||||||
Amortization of net actuarial loss and other | 961 | 2,692 | 65 | 51 | 134 | 103 | ||||||||||||||||||
Net periodic benefit cost | $ | 1,396 | $ | 4,147 | $ | 102 | $ | 103 | $ | 357 | $ | 322 | ||||||||||||
Nine Months Ended September 30 | ||||||||||||||||||||||||
Nonunion Defined Benefit Pension Plan | Supplemental Benefit Pension Plan | Postretirement Health Benefit Plan | ||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Service cost | $ | 4,734 | $ | 6,892 | $ | — | $ | — | $ | 248 | $ | 236 | ||||||||||||
Interest cost | 5,884 | 6,519 | 112 | 157 | 563 | 562 | ||||||||||||||||||
Expected return on plan assets | (9,747 | ) | (9,048 | ) | — | — | — | — | ||||||||||||||||
Amortization of prior service credit | — | — | — | — | (142 | ) | (142 | ) | ||||||||||||||||
Pension settlement expense | 1,834 | — | — | — | — | — | ||||||||||||||||||
Amortization of net actuarial loss and other | 6,388 | 8,076 | 195 | 152 | 401 | 311 | ||||||||||||||||||
Net periodic benefit cost | $ | 9,093 | $ | 12,439 | $ | 307 | $ | 309 | $ | 1,070 | $ | 967 | ||||||||||||
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 plan amendment resulted in a plan curtailment which was recorded as of June 30, 2013. The effect of the plan curtailment was a reduction of the projected benefit obligation (“PBO”) to the amount of the plan’s accumulated benefit obligation. The decrease in the PBO reduced the unrecognized net actuarial loss of the plan, which is reported on an after-tax basis in accumulated other comprehensive loss in the consolidated balance sheet, with no curtailment gain or loss recognized in current earnings. The unrecognized net actuarial loss of the plan was also reduced by the net actuarial gain which resulted from the remeasurement of the assets and PBO of the plan upon curtailment. | ||||||||||||||||||||||||
The elimination of service cost effective July 1, 2013 pursuant to the plan freeze and the reduction of the PBO upon plan curtailment reduced the estimated total service and interest cost for the plan year ending December 31, 2013. Because total 2013 lump-sum benefit distributions from the plan will exceed the estimated total annual service and interest cost of the plan, the Company recognized pension settlement expense of $1.8 million (pre-tax), or $0.04 per share, for the three and nine months ended September 30, 2013 related to the lump-sum benefit distributions year-to-date through September 30, 2013. The settlement expense was recorded as an operating expense and a reduction of the net actuarial loss of the plan as of September 30, 2013. The remaining pre-tax unrecognized net actuarial loss of $24.0 million at September 30, 2013 will continue to be amortized over the average remaining future years of service of the plan participants, which is approximately eight years. | ||||||||||||||||||||||||
The following table discloses the changes in the PBO and plan assets of the nonunion defined benefit pension plan for the nine months ended September 30, 2013: | ||||||||||||||||||||||||
Nonunion Defined Benefit Pension Plan | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Change in projected benefit obligation | ||||||||||||||||||||||||
Projected benefit obligation at December 31, 2012 | $ | 260,950 | ||||||||||||||||||||||
Service cost | 4,734 | |||||||||||||||||||||||
Interest cost | 5,884 | |||||||||||||||||||||||
Actuarial gain and other(1) | (9,126 | ) | ||||||||||||||||||||||
Benefits paid | (18,201 | ) | ||||||||||||||||||||||
Curtailment | (29,262 | ) | ||||||||||||||||||||||
Projected benefit obligation at September 30, 2013 | 214,979 | |||||||||||||||||||||||
Change in plan assets | ||||||||||||||||||||||||
Fair value of plan assets at December 31, 2012 | 181,225 | |||||||||||||||||||||||
Actual return on plan assets | 21,496 | |||||||||||||||||||||||
Employer contributions | 17,800 | |||||||||||||||||||||||
Benefits paid | (18,201 | ) | ||||||||||||||||||||||
Fair value of plan assets at September 30, 2013 | 202,320 | |||||||||||||||||||||||
Funded status at September 30, 2013(2) | $ | (12,659 | ) | |||||||||||||||||||||
Accumulated benefit obligation | $ | 214,979 | ||||||||||||||||||||||
-1 | Net actuarial gains from remeasurements upon curtailment and settlement were impacted by actual returns on plan assets during the first six and nine month periods of 2013, respectively, that exceeded the assumed annualized return rate of 7.5%. The net actuarial gains upon curtailment and settlement were also impacted by changes in discount rates since the previous remeasurement date. The discount rate used to remeasure the PBO upon settlement was 3.7% and the discount rate used to remeasure the PBO upon curtailment was 3.9%, which compared to a rate of 3.1% as of the December 31, 2012 measurement date. | |||||||||||||||||||||||
-2 | Noncurrent liability recognized within pension and postretirement liabilities in the accompanying consolidated balance sheet at September 30, 2013. | |||||||||||||||||||||||
During the nine months ended September 30, 2013, the Company contributed $17.8 million to the nonunion defined benefit pension plan and elected to apply the contributions to the 2012 plan year under the applicable funding rules of the Internal Revenue Code (the “IRC”). After application of the Company's contributions, the plan had an adjusted funding target attainment percentage (“AFTAP”) of 102.7% as of the January 1, 2013 valuation date. The AFTAP is determined by measurements prescribed by the IRC, which differ from the funding measurements for financial statement reporting purposes. The Company’s required minimum contribution to its nonunion defined benefit pension plan for the 2013 plan year has been satisfied based upon currently available actuarial information. | ||||||||||||||||||||||||
Multiemployer Plans | ||||||||||||||||||||||||
Under the provisions of the Taft-Hartley Act, retirement and health care benefits for ABF’s contractual employees are provided by a number of multiemployer plans. ABF contributes to multiemployer pension and postretirement benefit plans monthly based generally on the time worked by its contractual employees, in accordance with its collective bargaining agreement with the IBT and other related supplemental agreements. ABF recognizes as expense the contractually required contribution for the period and recognizes as a liability any contributions due and unpaid. The Company intends to meet its obligations to the multiemployer plans under its collective bargaining agreement with the IBT. | ||||||||||||||||||||||||
ABF contributes to 25 multiemployer pension plans, which vary in size and in funded status. In the event of the termination of certain multiemployer pension plans or if ABF were to 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. Multiemployer plans that enter reorganization status subject contributing employers to an increased contribution requirement but will generally not require a contribution increase of more than 7% over the level required in the preceding year. ABF has not received notification of any plan reorganization or plan termination, and ABF does not currently intend to withdraw from these plans. Therefore, the Company believes the occurrence of events that would require recognition of liabilities for its share of unfunded vested benefits is remote. | ||||||||||||||||||||||||
Approximately one half of ABF’s total contributions to multiemployer pension plans are made to the Central States, Southeast and Southwest Areas Pension Plan (the “Central States Pension Plan”). As disclosed in the Annual Funding Notice for the 2012 plan year, the actuarial funded percentage of the Central States Pension Plan was 53.9% as of January 1, 2012. ABF received a Notice of Critical Status for the Central States Pension Plan which reported that on March 29, 2013, the plan’s actuary certified that the plan remained in critical status, as defined by the Pension Protection Act of 2006, for the plan year beginning 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 2012 Annual Report on Form 10-K. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||||||
STOCKHOLDERS' EQUITY | ' | |||||||||||||||
STOCKHOLDERS’ EQUITY | ||||||||||||||||
Accumulated Other Comprehensive Loss | ||||||||||||||||
September 30 | December 31 | |||||||||||||||
2013 | 2012 | |||||||||||||||
(in thousands) | ||||||||||||||||
Pre-tax amounts: | ||||||||||||||||
Unrecognized net periodic benefit costs | $ | (27,924 | ) | $ | (86,737 | ) | ||||||||||
Foreign currency translation | (715 | ) | (662 | ) | ||||||||||||
(28,639 | ) | (87,399 | ) | |||||||||||||
After-tax amounts: | ||||||||||||||||
Unrecognized net periodic benefit costs | $ | (21,034 | ) | $ | (56,968 | ) | ||||||||||
Foreign currency translation | (436 | ) | (404 | ) | ||||||||||||
$ | (21,470 | ) | $ | (57,372 | ) | |||||||||||
The following is a summary of the changes in accumulated other comprehensive loss, net of tax, by component for the nine months ended September 30, 2013: | ||||||||||||||||
Total | Unrecognized | Foreign | ||||||||||||||
Net Periodic | Currency | |||||||||||||||
Benefit Costs | Translation | |||||||||||||||
(in thousands) | ||||||||||||||||
Balances at December 31, 2012 | $ | (57,372 | ) | $ | (56,968 | ) | $ | (404 | ) | |||||||
Other comprehensive income (loss) before reclassifications | 30,601 | 30,633 | (32 | ) | ||||||||||||
Amounts reclassified from accumulated other comprehensive loss | 5,301 | 5,301 | — | |||||||||||||
Net current-period other comprehensive income (loss) | 35,902 | 35,934 | (32 | ) | ||||||||||||
Balances at September 30, 2013 | $ | (21,470 | ) | $ | (21,034 | ) | $ | (436 | ) | |||||||
The following is a summary of the significant reclassifications out of accumulated other comprehensive loss by component for the nine months ended September 30, 2013: | ||||||||||||||||
Unrecognized Net Periodic Benefit Costs(1)(2) | ||||||||||||||||
(in thousands) | ||||||||||||||||
Amortization of actuarial loss | $ | (6,984 | ) | |||||||||||||
Amortization of prior service credit | 142 | |||||||||||||||
Settlement expense | (1,834 | ) | ||||||||||||||
Total, pre-tax | (8,676 | ) | ||||||||||||||
Tax benefit | 3,375 | |||||||||||||||
Total, net of tax | $ | (5,301 | ) | |||||||||||||
-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 benefit cost (see Note G). | |||||||||||||||
Dividends on Common Stock | ||||||||||||||||
On October 25, 2013, the Company’s Board of Directors declared a dividend of $0.03 per share payable to stockholders of record as of November 8, 2013. | ||||||||||||||||
The following table is a summary of dividends declared during the applicable quarter: | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Per Share | Amount | Per Share | Amount | |||||||||||||
(in thousands, except per share data) | ||||||||||||||||
First quarter | $ | 0.03 | $ | 807 | $ | 0.03 | $ | 797 | ||||||||
Second quarter | $ | 0.03 | $ | 806 | $ | 0.03 | $ | 808 | ||||||||
Third quarter | $ | 0.03 | $ | 805 | $ | 0.03 | $ | 807 | ||||||||
Fourth quarter | $ | 0.03 | $ | 806 | $ | 0.03 | $ | 807 | ||||||||
SHAREBASED_COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||
SHARE-BASED COMPENSATION | ' | |||||||||||
SHARE-BASED COMPENSATION | ||||||||||||
Restricted Stock Awards | ||||||||||||
A summary of the Company’s restricted stock award program is presented below: | ||||||||||||
Units | ||||||||||||
Outstanding — January 1, 2013 | 1,281,480 | |||||||||||
Granted | — | |||||||||||
Vested | (149,620 | ) | ||||||||||
Forfeited | (1,950 | ) | ||||||||||
Outstanding — September 30, 2013 | 1,129,910 | |||||||||||
On July 24, 2013, the Compensation and Nominating/Corporate Governance Committees approved an award of 296,800 restricted stock units that were granted on November 1, 2013. | ||||||||||||
Stock Options | ||||||||||||
A summary of the Company’s stock option program is presented below: | ||||||||||||
Shares | Weighted- | Weighted- | Intrinsic | |||||||||
Under Option | Average | Average | Value(2)(in thousands) | |||||||||
Exercise Price | Remaining | |||||||||||
Contractual | ||||||||||||
Term | ||||||||||||
(in years) | ||||||||||||
Outstanding — January 1, 2013 | 240,425 | $ | 27.4 | |||||||||
Granted | — | — | ||||||||||
Exercised | — | — | ||||||||||
Forfeited | (98,000 | ) | 24.94 | |||||||||
Outstanding — September 30, 2013(1) | 142,425 | $ | 29.1 | 0.3 | — | |||||||
-1 | Options outstanding at September 30, 2013 are vested and available to be exercised. | |||||||||||
-2 | The intrinsic value for each option represents the excess, if any, of the market value of the Company’s Common Stock on September 30, 2013 over the exercise price of the option. | |||||||||||
As of September 30, 2013, 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 | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
EARNINGS PER SHARE | ' | |||||||||||||||
EARNINGS PER SHARE | ||||||||||||||||
The following table sets forth the computation of basic and diluted earnings per share: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30 | September 30 | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands, except share and per share data) | ||||||||||||||||
Basic | ||||||||||||||||
Numerator: | ||||||||||||||||
Net income | $ | 13,982 | $ | 6,518 | $ | 5,465 | $ | 197 | ||||||||
Effect of unvested restricted stock awards | (585 | ) | (309 | ) | (243 | ) | (113 | ) | ||||||||
Adjusted net income | $ | 13,397 | $ | 6,209 | $ | 5,222 | $ | 84 | ||||||||
Denominator: | ||||||||||||||||
Weighted-average shares | 25,736,810 | 25,613,315 | 25,690,184 | 25,535,969 | ||||||||||||
Earnings per common share | $ | 0.52 | $ | 0.24 | $ | 0.2 | $ | — | ||||||||
Diluted | ||||||||||||||||
Numerator: | ||||||||||||||||
Net income | $ | 13,982 | $ | 6,518 | $ | 5,465 | $ | 197 | ||||||||
Effect of unvested restricted stock awards | (585 | ) | (309 | ) | (243 | ) | (113 | ) | ||||||||
Adjusted net income | $ | 13,397 | $ | 6,209 | $ | 5,222 | $ | 84 | ||||||||
Denominator: | ||||||||||||||||
Weighted-average shares | 25,736,810 | 25,613,315 | 25,690,184 | 25,535,969 | ||||||||||||
Effect of dilutive securities | — | — | — | — | ||||||||||||
Adjusted weighted-average shares and assumed conversions | 25,736,810 | 25,613,315 | 25,690,184 | 25,535,969 | ||||||||||||
Earnings per common share | $ | 0.52 | $ | 0.24 | $ | 0.2 | $ | — | ||||||||
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 and nine months ended September 30, 2013, outstanding stock awards of 0.8 million and for the three and nine months ended September 30, 2012, outstanding stock awards of 0.9 million and 0.5 million, respectively, were not included in the diluted earnings per share calculation because their inclusion would have the effect of increasing the earnings per share. |
OPERATING_SEGMENT_DATA
OPERATING SEGMENT DATA | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
OPERATING SEGMENT DATA | ' | |||||||||||||||
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, combining the Company’s transportation brokerage operations, worldwide ocean shipping solutions, and transportation and warehouse management services. The strategic alignment of the sales and logistics functions related to these services into one reportable segment under a single executive management operating team better supports the delivery of these solutions and allows customers to gain greater awareness for these service offerings in an evolving marketplace. 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 the Freight Transportation segment for the three and nine months ended September 30, 2012 and within "Other and eliminations" subsequent to December 31, 2012. 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 therefore, 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, the Company’s principal operating segment, includes the results of operations of ABF Freight System, Inc. and certain other subsidiaries of the Company (collectively “ABF”). ABF Freight System, Inc.’s self-move service operations provided by U-Pack Moving® are also reported in the Freight Transportation segment. | |||||||||||||||
ABF 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. | ||||||||||||||||
• | Premium Logistics & Expedited Freight Services includes the results of operations of Panther, which the Company acquired on June 15, 2012 (see Note C). The segment 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 Freight Transportation and Domestic & Global Transportation Management segments. Revenue and expense associated with these intersegment transactions are eliminated in consolidation. | |||||||||||||||
Operations of the Premium Logistics & Expedited Freight Services 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. | ||||||||||||||||
• | Domestic & Global Transportation Management, operating as ABF Logistics, Inc., 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 transportation brokerage and domestic and global supply chain service industries are 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 and shipment levels. However, seasonal fluctuations are less apparent in the operating results of Domestic & Global Transportation Management than in the industry as a whole because of business growth in the segment. | ||||||||||||||||
• | Emergency & Preventative Maintenance 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. | |||||||||||||||
Emergency roadside services are impacted by weather conditions that affect commercial vehicle operations, and results of operations will be influenced by seasonal variations in business levels. | ||||||||||||||||
• | Household Goods Moving Services includes the results of operations of Albert Companies, Inc. and Moving Solutions, Inc., the Company’s subsidiaries that provide transportation, warehousing, and delivery services to the consumer, corporate, and military household goods moving markets. For the three and nine months ended September 30, 2013, the Household Goods Moving Services segment includes the results of the logistics company acquired by Albert Companies, Inc. on May 31, 2013 (see Note C). Certain costs incurred by Household Goods Moving Services in support of ABF Freight System, Inc.’s self-move services are allocated to Freight Transportation at cost. Revenue and expense associated with these intersegment allocations are eliminated in consolidation. | |||||||||||||||
Operations of the Household Goods Moving Services segments 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 Arkansas Best Corporation, the parent holding company, and other subsidiaries. A substantial portion of the 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 and nine months ended September 30: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30 | September 30 | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands) | ||||||||||||||||
OPERATING REVENUES | ||||||||||||||||
Freight Transportation(1) | $ | 471,031 | $ | 450,156 | $ | 1,325,062 | $ | 1,287,020 | ||||||||
Premium Logistics & Expedited Freight Services(2) | 65,851 | 60,445 | 179,533 | 71,280 | ||||||||||||
Domestic & Global Transportation Management(1) | 28,669 | 17,342 | 74,554 | 44,954 | ||||||||||||
Emergency & Preventative Maintenance | 37,047 | 32,785 | 102,504 | 85,264 | ||||||||||||
Household Goods Moving Services | 30,530 | 25,702 | 65,358 | 61,233 | ||||||||||||
Other and eliminations | (9,714 | ) | (8,884 | ) | (26,012 | ) | (20,795 | ) | ||||||||
Total consolidated operating revenues | $ | 623,414 | $ | 577,546 | $ | 1,720,999 | $ | 1,528,956 | ||||||||
OPERATING EXPENSES AND COSTS | ||||||||||||||||
Freight Transportation(1) | ||||||||||||||||
Salaries, wages, and benefits | $ | 276,683 | $ | 272,102 | $ | 816,502 | $ | 806,158 | ||||||||
Fuel, supplies, and expenses | 84,714 | 83,777 | 250,486 | 247,113 | ||||||||||||
Operating taxes and licenses | 10,864 | 10,890 | 32,793 | 32,514 | ||||||||||||
Insurance | 6,858 | 4,942 | 17,410 | 15,408 | ||||||||||||
Communications and utilities | 3,724 | 3,811 | 11,535 | 11,069 | ||||||||||||
Depreciation and amortization | 17,621 | 20,366 | 56,162 | 58,403 | ||||||||||||
Rents and purchased transportation | 50,507 | 44,015 | 133,236 | 116,912 | ||||||||||||
Gain on sale of property and equipment | (93 | ) | (65 | ) | (487 | ) | (578 | ) | ||||||||
Pension settlement expense | 1,612 | — | 1,612 | — | ||||||||||||
Other | 1,325 | 1,841 | 5,649 | 5,781 | ||||||||||||
Total Freight Transportation | 453,815 | 441,679 | 1,324,898 | 1,292,780 | ||||||||||||
Premium Logistics & Expedited Freight Services(2) | ||||||||||||||||
Purchased transportation | 50,220 | 46,260 | 137,489 | 54,507 | ||||||||||||
Depreciation and amortization | 2,665 | 2,491 | 7,809 | 2,965 | ||||||||||||
Other | 9,864 | 10,890 | 30,490 | 12,524 | ||||||||||||
Total Premium Logistics & Expedited Freight Services | 62,749 | 59,641 | 175,788 | 69,996 | ||||||||||||
Domestic & Global Transportation Management(1) | 28,128 | 16,671 | 72,990 | 43,297 | ||||||||||||
Emergency & Preventative Maintenance | 36,202 | 31,913 | 100,137 | 83,834 | ||||||||||||
Household Goods Moving Services | 28,695 | 24,277 | 62,806 | 60,435 | ||||||||||||
Other and eliminations(3) | (6,677 | ) | (8,868 | ) | (21,188 | ) | (17,833 | ) | ||||||||
Total consolidated operating expenses and costs | $ | 602,912 | $ | 565,313 | $ | 1,715,431 | $ | 1,532,509 | ||||||||
OPERATING INCOME (LOSS) | ||||||||||||||||
Freight Transportation(1) | $ | 17,216 | $ | 8,477 | $ | 164 | $ | (5,760 | ) | |||||||
Premium Logistics & Expedited Freight Services(2) | 3,102 | 804 | 3,745 | 1,284 | ||||||||||||
Domestic & Global Transportation Management(1) | 541 | 671 | 1,564 | 1,657 | ||||||||||||
Emergency & Preventative Maintenance | 845 | 872 | 2,367 | 1,430 | ||||||||||||
Household Goods Moving Services | 1,835 | 1,425 | 2,552 | 798 | ||||||||||||
Other and eliminations(3) | (3,037 | ) | (16 | ) | (4,824 | ) | (2,962 | ) | ||||||||
Total consolidated operating income (loss) | $ | 20,502 | $ | 12,233 | $ | 5,568 | $ | (3,553 | ) | |||||||
OTHER INCOME (EXPENSE) | ||||||||||||||||
Interest and dividend income(2) | 167 | 155 | 499 | 623 | ||||||||||||
Interest expense and other related financing costs(2) | (993 | ) | (1,609 | ) | (3,279 | ) | (3,863 | ) | ||||||||
Other, net(4) | 1,328 | 997 | 2,778 | 2,117 | ||||||||||||
Total other income (expense) | 502 | (457 | ) | (2 | ) | (1,123 | ) | |||||||||
INCOME (LOSS) BEFORE INCOME TAXES | $ | 21,004 | $ | 11,776 | $ | 5,566 | $ | (4,676 | ) | |||||||
-1 | As previously discussed in this Note, certain reclassifications have been made to the prior year’s operating segment data to conform to the current year presentation which includes the Domestic & Global Transportation Management segment formed in third quarter 2013. | |||||||||||||||
-2 | Includes operations of the Premium Logistics & Expedited Freight Services segment since the June 15, 2012 acquisition of Panther. | |||||||||||||||
-3 | The 2013 periods include a $1.4 million workers' compensation expense adjustment. | |||||||||||||||
-4 | Includes changes in cash surrender value and proceeds of life insurance policies. | |||||||||||||||
The following table reflects assets by reportable operating segment: | ||||||||||||||||
September 30 | December 31 | |||||||||||||||
2013 | 2012 | |||||||||||||||
(in thousands) | ||||||||||||||||
ASSETS | ||||||||||||||||
Freight Transportation(1) | $ | 550,612 | $ | 550,676 | ||||||||||||
Premium Logistics & Expedited Freight Services | 221,344 | 222,280 | ||||||||||||||
Domestic & Global Transportation Management(1) | 23,418 | 15,437 | ||||||||||||||
Emergency & Preventative Maintenance | 21,128 | 18,413 | ||||||||||||||
Household Goods Moving Services | 25,611 | 21,754 | ||||||||||||||
Other and eliminations(1) | 196,010 | 205,902 | ||||||||||||||
$ | 1,038,123 | $ | 1,034,462 | |||||||||||||
-1 | As previously discussed in this Note, certain reclassifications have been made to the prior year’s operating segment data to conform to the current year presentation which includes the Domestic & Global Transportation Management segment formed in third quarter 2013. |
LEGAL_PROCEEDINGS_ENVIRONMENTA
LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS | ' |
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 legal proceedings, as further described below, for which the outcome and the related financial impact cannot be determined at this time. | |
Legal Proceedings | |
National Master Freight Agreement | |
On November 1, 2010, ABF Freight System, Inc. filed a grievance with the National Grievance Committee, consisting of union and employer representatives established by the NMFA for resolving national contract disputes, against the following parties: the IBT; the Teamsters National Freight Industry Negotiating Committee; Trucking Management, Inc. (“TMI”); every Teamster Local Union that is party to the NMFA; and YRC Inc., New Penn Motor Express, Inc., and USF Holland, Inc. (collectively “YRC”). A lawsuit was simultaneously filed in the United States District Court for the Western Division of Arkansas (the “Trial Court”) against the parties previously named and Teamster Local Unions 373 and 878 individually and as representatives of a class of Teamsters Local Unions that are parties to the NMFA. The lawsuit sought appointment of a third-party neutral tribunal to rule on the grievance in place of the National Grievance Committee or, alternatively, for the Trial Court to rule on the lawsuit. ABF Freight System, Inc. claimed in these proceedings that the IBT and the other named parties violated the NMFA by granting certain wage and other concessions to YRC but not to ABF. The lawsuit was initially dismissed by the Trial Court on December 20, 2010 and then reinstated by the United States Court of Appeals for the Eighth Circuit (St. Louis) (the "Court of Appeals") on April 12, 2011. On July 6, 2011, the Court of Appeals reversed the Trial Court’s decision and remanded the case to the Trial Court for further proceedings. On August 1, 2012, the Trial Court dismissed the lawsuit for a second time. ABF Freight System, Inc. appealed the dismissal to the Court of Appeals, but on August 30, 2013, the Court of Appeals affirmed the Trial Court's decision to dismiss the lawsuit. ABF elected not to pursue additional appeals and the lawsuit is now concluded. | |
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. | |
At September 30, 2013 and December 31, 2012, 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) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Schedule of financial instruments and the methods and assumptions used in estimating fair value disclosures | ' | |||||||||||||||
The following table presents the components of cash and cash equivalents, short-term investments, and restricted funds: | ||||||||||||||||
September 30 | December 31 | |||||||||||||||
2013 | 2012 | |||||||||||||||
(in thousands) | ||||||||||||||||
Cash and cash equivalents | ||||||||||||||||
Cash deposits(1) | $ | 64,557 | $ | 48,293 | ||||||||||||
Variable rate demand notes(1)(2) | 29,953 | 29,807 | ||||||||||||||
Money market funds(3) | 13,101 | 12,602 | ||||||||||||||
$ | 107,611 | $ | 90,702 | |||||||||||||
Short-term investments | ||||||||||||||||
Certificates of deposit(1) | $ | 28,573 | $ | 29,054 | ||||||||||||
Restricted cash, cash equivalents, and short-term investments(4) | ||||||||||||||||
Cash deposits(1) | $ | 1,902 | $ | 5,901 | ||||||||||||
Certificates of deposit(1) | — | 3,757 | ||||||||||||||
$ | 1,902 | $ | 9,658 | |||||||||||||
-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 F). | |||||||||||||||
Schedule of financial instruments disclosed at fair value | ' | |||||||||||||||
The fair value of the Company’s Term Loan and note payable debt obligations (see Note F) approximate the amounts recorded in the consolidated balance sheets as presented in the following table: | ||||||||||||||||
September 30 | December 31 | |||||||||||||||
2013 | 2012 | |||||||||||||||
(in thousands) | ||||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Value | Value | Value | Value | |||||||||||||
Term loan(1) | $ | 86,875 | $ | 86,875 | $ | 95,000 | $ | 95,000 | ||||||||
Notes payable(2) | 26,093 | 26,103 | 37,756 | 37,904 | ||||||||||||
$ | 112,968 | $ | 112,978 | $ | 132,756 | $ | 132,904 | |||||||||
-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 | ' | |||||||||||||||
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): | ||||||||||||||||
September 30 | December 31 | |||||||||||||||
2013 | 2012 | |||||||||||||||
(in thousands) | ||||||||||||||||
Money market funds(1) | $ | 13,101 | $ | 12,602 | ||||||||||||
Equity, bond, and money market mutual funds | 2,795 | 3,035 | ||||||||||||||
held in trust related to the Voluntary Savings Plan(2) | ||||||||||||||||
$ | 15,896 | $ | 15,637 | |||||||||||||
-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. |
ACQUISITION_Tables
ACQUISITION (Tables) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Business Combinations [Abstract] | ' | |||
Schedule of summarized fair values of acquired assets and liabilities at the acquisition date | ' | |||
The following table summarizes the fair values of the acquired assets and liabilities at the acquisition date. Measurement period adjustments recorded to Panther’s goodwill during 2013 are presented in Note D. | ||||
Purchase Allocation | ||||
(in thousands) | ||||
Accounts receivable | $ | 31,824 | ||
Prepaid expenses | 5,205 | |||
Deferred income taxes | 2,085 | |||
Property and equipment (excluding acquired software) | 5,678 | |||
Software | 31,600 | |||
Intangible assets | 79,000 | |||
Other assets | 3,866 | |||
Total identifiable assets acquired | 159,258 | |||
Accounts payable | 13,344 | |||
Accrued expenses and other current liabilities | 7,436 | |||
Other liabilities | 228 | |||
Deferred income taxes | 29,307 | |||
Total liabilities | 50,315 | |||
Net identifiable assets acquired | 108,943 | |||
Goodwill | 71,096 | |||
Cash paid, net of cash acquired | $ | 180,039 | ||
Schedule of unaudited pro forma consolidated results of operations | ' | |||
The following unaudited pro forma supplemental information presents the Company’s consolidated results of operations as if the Panther acquisition had occurred on January 1, 2011: | ||||
Nine Months Ended | ||||
September 30 | ||||
2012 | ||||
(in thousands, except per share data) | ||||
Operating revenues | $ | 1,634,032 | ||
Loss before income taxes | $ | (1,327 | ) | |
Net loss | $ | (1,070 | ) | |
Diluted EPS | $ | (0.05 | ) |
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||
Schedule of goodwill by reportable operating segment | ' | |||||||||||||
Goodwill by reportable operating segment consisted of the following: | ||||||||||||||
Household Goods | Premium Logistics | Total | ||||||||||||
Moving Services | & Expedited | |||||||||||||
Freight Services | ||||||||||||||
(in thousands) | ||||||||||||||
Balances at December 31, 2012 | $ | 3,660 | $ | 69,529 | $ | 73,189 | ||||||||
Purchase accounting adjustments | — | 1,567 | 1,567 | |||||||||||
Goodwill acquired | 1,692 | — | 1,692 | |||||||||||
Balances at September 30, 2013 | $ | 5,352 | $ | 71,096 | $ | 76,448 | ||||||||
Schedule of intangible assets | ' | |||||||||||||
Intangible assets consisted of the following as of September 30, 2013: | ||||||||||||||
Weighted Average | Cost | Accumulated | Net | |||||||||||
Amortization Period | Amortization | Value | ||||||||||||
(in years) | (in thousands) | |||||||||||||
Finite-lived intangible assets | ||||||||||||||
Customer relationships | 14 | $ | 43,500 | $ | 4,013 | $ | 39,487 | |||||||
Driver network | 3 | 3,200 | 1,378 | 1,822 | ||||||||||
13 | 46,700 | 5,391 | 41,309 | |||||||||||
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 | 35,122 | |||||||||||||
Total intangible assets | N/A | $ | 81,822 | $ | 5,391 | $ | 76,431 | |||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 9 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Reconciliation between the effective income tax rate, as computed on income (loss) before income taxes, and the statutory federal income tax rate | ' | |||||||||||||||||||||||||||
Reconciliation between the effective income tax rate, as computed on income before income taxes, and the statutory federal income tax rate for the three and nine months ended September 30, 2013 and 2012, is presented in the following table: | ||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||
September 30 | September 30 | |||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||
Income tax provision (benefit) at the statutory | $ | 7,351 | 35 | % | $ | 4,122 | 35 | % | $ | 1,948 | 35 | % | $ | (1,637 | ) | (35.0 | )% | |||||||||||
federal rate | ||||||||||||||||||||||||||||
Federal income tax effects of: | ||||||||||||||||||||||||||||
Net reversal in valuation allowances | (550 | ) | (2.6 | ) | (396 | ) | (3.4 | ) | (766 | ) | (13.8 | ) | (3,729 | ) | (79.7 | ) | ||||||||||||
Alternative fuel tax credit | (288 | ) | (1.4 | ) | — | — | (1,708 | ) | (30.7 | ) | — | — | ||||||||||||||||
Effect of permanent differences and other | (247 | ) | (1.2 | ) | 1,121 | 9.5 | 473 | 8.5 | 250 | 5.3 | ||||||||||||||||||
State income taxes | 756 | 3.6 | 411 | 3.5 | 154 | 2.8 | 243 | 5.2 | ||||||||||||||||||||
Total income tax provision (benefit) | $ | 7,022 | 33.4 | % | $ | 5,258 | 44.6 | % | $ | 101 | 1.8 | % | $ | (4,873 | ) | (104.2 | )% | |||||||||||
LONGTERM_DEBT_AND_FINANCING_AR1
LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||
Schedule of long-term debt | ' | |||||||||||||||
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’s operations), real estate, and certain other equipment as follows: | ||||||||||||||||
September 30 | December 31 | |||||||||||||||
2013 | 2012 | |||||||||||||||
(in thousands) | ||||||||||||||||
Term Loan (interest rate of 1.7% at September 30, 2013) | $ | 86,875 | $ | 95,000 | ||||||||||||
Notes payable (weighted average interest rate of 3.0% at September 30, 2013) | 26,093 | 37,756 | ||||||||||||||
Capital lease obligations (weighted average interest rate of 4.5% at September 30, 2013) | 11,278 | 23,229 | ||||||||||||||
124,246 | 155,985 | |||||||||||||||
Less current portion | 35,353 | 43,044 | ||||||||||||||
Long-term debt, less current portion | $ | 88,893 | $ | 112,941 | ||||||||||||
Scheduled maturities of long-term debt obligations | ' | |||||||||||||||
Scheduled maturities of long-term debt obligations as of September 30, 2013 were as follows: | ||||||||||||||||
Total | Term | Notes | Capital Lease | |||||||||||||
Loan(1) | Payable | Obligations(2) | ||||||||||||||
(in thousands) | ||||||||||||||||
Due in one year or less | $ | 37,687 | $ | 14,568 | $ | 16,376 | $ | 6,743 | ||||||||
Due after one year through two years | 30,633 | 17,015 | 10,343 | 3,275 | ||||||||||||
Due after two years through three years | 20,193 | 18,963 | 70 | 1,160 | ||||||||||||
Due after three years through four years | 41,819 | 41,602 | — | 217 | ||||||||||||
Due after four years through five years | 224 | — | — | 224 | ||||||||||||
Due after five years | 308 | — | — | 308 | ||||||||||||
Total payments | 130,864 | 92,148 | 26,789 | 11,927 | ||||||||||||
Less amounts representing interest | 6,618 | 5,273 | 696 | 649 | ||||||||||||
Long-term debt | $ | 124,246 | $ | 86,875 | $ | 26,093 | $ | 11,278 | ||||||||
-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 securitized by notes payable or held under capital leases | ' | |||||||||||||||
Assets securitized by notes payable or held under capital leases were included in property, plant and equipment as follows: | ||||||||||||||||
September 30 | December 31 | |||||||||||||||
2013 | 2012 | |||||||||||||||
(in thousands) | ||||||||||||||||
Land and structures (terminals) | $ | 1,794 | $ | 1,794 | ||||||||||||
Revenue equipment | 69,417 | 93,004 | ||||||||||||||
Service, office, and other equipment | 1,758 | 1,813 | ||||||||||||||
72,969 | 96,611 | |||||||||||||||
Less accumulated amortization(1) | 31,715 | 35,183 | ||||||||||||||
Net assets securitized by notes payable or held under capital leases | $ | 41,254 | $ | 61,428 | ||||||||||||
-1 | Amortization of assets securitized by notes payable and held under capital leases is included in depreciation expense. |
PENSION_AND_OTHER_POSTRETIREME1
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | ' | |||||||||||||||||||||||
Summary of the components of net periodic benefit cost | ' | |||||||||||||||||||||||
The following is a summary of the components of net periodic benefit cost: | ||||||||||||||||||||||||
Three Months Ended September 30 | ||||||||||||||||||||||||
Nonunion Defined Benefit Pension Plan | Supplemental Benefit Pension Plan | Postretirement Health Benefit Plan | ||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Service cost | $ | — | $ | 2,298 | $ | — | $ | — | $ | 82 | $ | 79 | ||||||||||||
Interest cost | 2,039 | 2,173 | 37 | 52 | 188 | 187 | ||||||||||||||||||
Expected return on plan assets | (3,438 | ) | (3,016 | ) | — | — | — | — | ||||||||||||||||
Amortization of prior service credit | — | — | — | — | (47 | ) | (47 | ) | ||||||||||||||||
Pension settlement expense | 1,834 | — | — | — | — | — | ||||||||||||||||||
Amortization of net actuarial loss and other | 961 | 2,692 | 65 | 51 | 134 | 103 | ||||||||||||||||||
Net periodic benefit cost | $ | 1,396 | $ | 4,147 | $ | 102 | $ | 103 | $ | 357 | $ | 322 | ||||||||||||
Nine Months Ended September 30 | ||||||||||||||||||||||||
Nonunion Defined Benefit Pension Plan | Supplemental Benefit Pension Plan | Postretirement Health Benefit Plan | ||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Service cost | $ | 4,734 | $ | 6,892 | $ | — | $ | — | $ | 248 | $ | 236 | ||||||||||||
Interest cost | 5,884 | 6,519 | 112 | 157 | 563 | 562 | ||||||||||||||||||
Expected return on plan assets | (9,747 | ) | (9,048 | ) | — | — | — | — | ||||||||||||||||
Amortization of prior service credit | — | — | — | — | (142 | ) | (142 | ) | ||||||||||||||||
Pension settlement expense | 1,834 | — | — | — | — | — | ||||||||||||||||||
Amortization of net actuarial loss and other | 6,388 | 8,076 | 195 | 152 | 401 | 311 | ||||||||||||||||||
Net periodic benefit cost | $ | 9,093 | $ | 12,439 | $ | 307 | $ | 309 | $ | 1,070 | $ | 967 | ||||||||||||
Schedule of changes in the PBO, plan assets, funded status, and accumulated benefit obligation of nonunion defined benefit pension plan | ' | |||||||||||||||||||||||
The following table discloses the changes in the PBO and plan assets of the nonunion defined benefit pension plan for the nine months ended September 30, 2013: | ||||||||||||||||||||||||
Nonunion Defined Benefit Pension Plan | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Change in projected benefit obligation | ||||||||||||||||||||||||
Projected benefit obligation at December 31, 2012 | $ | 260,950 | ||||||||||||||||||||||
Service cost | 4,734 | |||||||||||||||||||||||
Interest cost | 5,884 | |||||||||||||||||||||||
Actuarial gain and other(1) | (9,126 | ) | ||||||||||||||||||||||
Benefits paid | (18,201 | ) | ||||||||||||||||||||||
Curtailment | (29,262 | ) | ||||||||||||||||||||||
Projected benefit obligation at September 30, 2013 | 214,979 | |||||||||||||||||||||||
Change in plan assets | ||||||||||||||||||||||||
Fair value of plan assets at December 31, 2012 | 181,225 | |||||||||||||||||||||||
Actual return on plan assets | 21,496 | |||||||||||||||||||||||
Employer contributions | 17,800 | |||||||||||||||||||||||
Benefits paid | (18,201 | ) | ||||||||||||||||||||||
Fair value of plan assets at September 30, 2013 | 202,320 | |||||||||||||||||||||||
Funded status at September 30, 2013(2) | $ | (12,659 | ) | |||||||||||||||||||||
Accumulated benefit obligation | $ | 214,979 | ||||||||||||||||||||||
-1 | Net actuarial gains from remeasurements upon curtailment and settlement were impacted by actual returns on plan assets during the first six and nine month periods of 2013, respectively, that exceeded the assumed annualized return rate of 7.5%. The net actuarial gains upon curtailment and settlement were also impacted by changes in discount rates since the previous remeasurement date. The discount rate used to remeasure the PBO upon settlement was 3.7% and the discount rate used to remeasure the PBO upon curtailment was 3.9%, which compared to a rate of 3.1% as of the December 31, 2012 measurement date. | |||||||||||||||||||||||
-2 | Noncurrent liability recognized within pension and postretirement liabilities in the accompanying consolidated balance sheet at September 30, 2013. |
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||||||
Components of accumulated other comprehensive loss | ' | |||||||||||||||
Accumulated Other Comprehensive Loss | ||||||||||||||||
September 30 | December 31 | |||||||||||||||
2013 | 2012 | |||||||||||||||
(in thousands) | ||||||||||||||||
Pre-tax amounts: | ||||||||||||||||
Unrecognized net periodic benefit costs | $ | (27,924 | ) | $ | (86,737 | ) | ||||||||||
Foreign currency translation | (715 | ) | (662 | ) | ||||||||||||
(28,639 | ) | (87,399 | ) | |||||||||||||
After-tax amounts: | ||||||||||||||||
Unrecognized net periodic benefit costs | $ | (21,034 | ) | $ | (56,968 | ) | ||||||||||
Foreign currency translation | (436 | ) | (404 | ) | ||||||||||||
$ | (21,470 | ) | $ | (57,372 | ) | |||||||||||
Summary of changes in accumulated other comprehensive loss, net of tax, by component | ' | |||||||||||||||
The following is a summary of the changes in accumulated other comprehensive loss, net of tax, by component for the nine months ended September 30, 2013: | ||||||||||||||||
Total | Unrecognized | Foreign | ||||||||||||||
Net Periodic | Currency | |||||||||||||||
Benefit Costs | Translation | |||||||||||||||
(in thousands) | ||||||||||||||||
Balances at December 31, 2012 | $ | (57,372 | ) | $ | (56,968 | ) | $ | (404 | ) | |||||||
Other comprehensive income (loss) before reclassifications | 30,601 | 30,633 | (32 | ) | ||||||||||||
Amounts reclassified from accumulated other comprehensive loss | 5,301 | 5,301 | — | |||||||||||||
Net current-period other comprehensive income (loss) | 35,902 | 35,934 | (32 | ) | ||||||||||||
Balances at September 30, 2013 | $ | (21,470 | ) | $ | (21,034 | ) | $ | (436 | ) | |||||||
Summary of the significant reclassifications out of accumulated other comprehensive loss by component | ' | |||||||||||||||
The following is a summary of the significant reclassifications out of accumulated other comprehensive loss by component for the nine months ended September 30, 2013: | ||||||||||||||||
Unrecognized Net Periodic Benefit Costs(1)(2) | ||||||||||||||||
(in thousands) | ||||||||||||||||
Amortization of actuarial loss | $ | (6,984 | ) | |||||||||||||
Amortization of prior service credit | 142 | |||||||||||||||
Settlement expense | (1,834 | ) | ||||||||||||||
Total, pre-tax | (8,676 | ) | ||||||||||||||
Tax benefit | 3,375 | |||||||||||||||
Total, net of tax | $ | (5,301 | ) | |||||||||||||
-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 benefit cost (see Note G). | |||||||||||||||
Summary of dividends declared | ' | |||||||||||||||
The following table is a summary of dividends declared during the applicable quarter: | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Per Share | Amount | Per Share | Amount | |||||||||||||
(in thousands, except per share data) | ||||||||||||||||
First quarter | $ | 0.03 | $ | 807 | $ | 0.03 | $ | 797 | ||||||||
Second quarter | $ | 0.03 | $ | 806 | $ | 0.03 | $ | 808 | ||||||||
Third quarter | $ | 0.03 | $ | 805 | $ | 0.03 | $ | 807 | ||||||||
Fourth quarter | $ | 0.03 | $ | 806 | $ | 0.03 | $ | 807 | ||||||||
SHAREBASED_COMPENSATION_Tables
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||
Summary of the Company's restricted stock award program | ' | |||||||||||
A summary of the Company’s restricted stock award program is presented below: | ||||||||||||
Units | ||||||||||||
Outstanding — January 1, 2013 | 1,281,480 | |||||||||||
Granted | — | |||||||||||
Vested | (149,620 | ) | ||||||||||
Forfeited | (1,950 | ) | ||||||||||
Outstanding — September 30, 2013 | 1,129,910 | |||||||||||
Summary of the Company's stock option program | ' | |||||||||||
A summary of the Company’s stock option program is presented below: | ||||||||||||
Shares | Weighted- | Weighted- | Intrinsic | |||||||||
Under Option | Average | Average | Value(2)(in thousands) | |||||||||
Exercise Price | Remaining | |||||||||||
Contractual | ||||||||||||
Term | ||||||||||||
(in years) | ||||||||||||
Outstanding — January 1, 2013 | 240,425 | $ | 27.4 | |||||||||
Granted | — | — | ||||||||||
Exercised | — | — | ||||||||||
Forfeited | (98,000 | ) | 24.94 | |||||||||
Outstanding — September 30, 2013(1) | 142,425 | $ | 29.1 | 0.3 | — | |||||||
-1 | Options outstanding at September 30, 2013 are vested and available to be exercised. | |||||||||||
-2 | The intrinsic value for each option represents the excess, if any, of the market value of the Company’s Common Stock on September 30, 2013 over the exercise price of the option. |
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Schedule of computation of basic and diluted earnings per share | ' | |||||||||||||||
The following table sets forth the computation of basic and diluted earnings per share: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30 | September 30 | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands, except share and per share data) | ||||||||||||||||
Basic | ||||||||||||||||
Numerator: | ||||||||||||||||
Net income | $ | 13,982 | $ | 6,518 | $ | 5,465 | $ | 197 | ||||||||
Effect of unvested restricted stock awards | (585 | ) | (309 | ) | (243 | ) | (113 | ) | ||||||||
Adjusted net income | $ | 13,397 | $ | 6,209 | $ | 5,222 | $ | 84 | ||||||||
Denominator: | ||||||||||||||||
Weighted-average shares | 25,736,810 | 25,613,315 | 25,690,184 | 25,535,969 | ||||||||||||
Earnings per common share | $ | 0.52 | $ | 0.24 | $ | 0.2 | $ | — | ||||||||
Diluted | ||||||||||||||||
Numerator: | ||||||||||||||||
Net income | $ | 13,982 | $ | 6,518 | $ | 5,465 | $ | 197 | ||||||||
Effect of unvested restricted stock awards | (585 | ) | (309 | ) | (243 | ) | (113 | ) | ||||||||
Adjusted net income | $ | 13,397 | $ | 6,209 | $ | 5,222 | $ | 84 | ||||||||
Denominator: | ||||||||||||||||
Weighted-average shares | 25,736,810 | 25,613,315 | 25,690,184 | 25,535,969 | ||||||||||||
Effect of dilutive securities | — | — | — | — | ||||||||||||
Adjusted weighted-average shares and assumed conversions | 25,736,810 | 25,613,315 | 25,690,184 | 25,535,969 | ||||||||||||
Earnings per common share | $ | 0.52 | $ | 0.24 | $ | 0.2 | $ | — | ||||||||
OPERATING_SEGMENT_DATA_Tables
OPERATING SEGMENT DATA (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Schedule of reportable operating segment information | ' | |||||||||||||||
The following table reflects reportable operating segment information for the three and nine months ended September 30: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30 | September 30 | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands) | ||||||||||||||||
OPERATING REVENUES | ||||||||||||||||
Freight Transportation(1) | $ | 471,031 | $ | 450,156 | $ | 1,325,062 | $ | 1,287,020 | ||||||||
Premium Logistics & Expedited Freight Services(2) | 65,851 | 60,445 | 179,533 | 71,280 | ||||||||||||
Domestic & Global Transportation Management(1) | 28,669 | 17,342 | 74,554 | 44,954 | ||||||||||||
Emergency & Preventative Maintenance | 37,047 | 32,785 | 102,504 | 85,264 | ||||||||||||
Household Goods Moving Services | 30,530 | 25,702 | 65,358 | 61,233 | ||||||||||||
Other and eliminations | (9,714 | ) | (8,884 | ) | (26,012 | ) | (20,795 | ) | ||||||||
Total consolidated operating revenues | $ | 623,414 | $ | 577,546 | $ | 1,720,999 | $ | 1,528,956 | ||||||||
OPERATING EXPENSES AND COSTS | ||||||||||||||||
Freight Transportation(1) | ||||||||||||||||
Salaries, wages, and benefits | $ | 276,683 | $ | 272,102 | $ | 816,502 | $ | 806,158 | ||||||||
Fuel, supplies, and expenses | 84,714 | 83,777 | 250,486 | 247,113 | ||||||||||||
Operating taxes and licenses | 10,864 | 10,890 | 32,793 | 32,514 | ||||||||||||
Insurance | 6,858 | 4,942 | 17,410 | 15,408 | ||||||||||||
Communications and utilities | 3,724 | 3,811 | 11,535 | 11,069 | ||||||||||||
Depreciation and amortization | 17,621 | 20,366 | 56,162 | 58,403 | ||||||||||||
Rents and purchased transportation | 50,507 | 44,015 | 133,236 | 116,912 | ||||||||||||
Gain on sale of property and equipment | (93 | ) | (65 | ) | (487 | ) | (578 | ) | ||||||||
Pension settlement expense | 1,612 | — | 1,612 | — | ||||||||||||
Other | 1,325 | 1,841 | 5,649 | 5,781 | ||||||||||||
Total Freight Transportation | 453,815 | 441,679 | 1,324,898 | 1,292,780 | ||||||||||||
Premium Logistics & Expedited Freight Services(2) | ||||||||||||||||
Purchased transportation | 50,220 | 46,260 | 137,489 | 54,507 | ||||||||||||
Depreciation and amortization | 2,665 | 2,491 | 7,809 | 2,965 | ||||||||||||
Other | 9,864 | 10,890 | 30,490 | 12,524 | ||||||||||||
Total Premium Logistics & Expedited Freight Services | 62,749 | 59,641 | 175,788 | 69,996 | ||||||||||||
Domestic & Global Transportation Management(1) | 28,128 | 16,671 | 72,990 | 43,297 | ||||||||||||
Emergency & Preventative Maintenance | 36,202 | 31,913 | 100,137 | 83,834 | ||||||||||||
Household Goods Moving Services | 28,695 | 24,277 | 62,806 | 60,435 | ||||||||||||
Other and eliminations(3) | (6,677 | ) | (8,868 | ) | (21,188 | ) | (17,833 | ) | ||||||||
Total consolidated operating expenses and costs | $ | 602,912 | $ | 565,313 | $ | 1,715,431 | $ | 1,532,509 | ||||||||
OPERATING INCOME (LOSS) | ||||||||||||||||
Freight Transportation(1) | $ | 17,216 | $ | 8,477 | $ | 164 | $ | (5,760 | ) | |||||||
Premium Logistics & Expedited Freight Services(2) | 3,102 | 804 | 3,745 | 1,284 | ||||||||||||
Domestic & Global Transportation Management(1) | 541 | 671 | 1,564 | 1,657 | ||||||||||||
Emergency & Preventative Maintenance | 845 | 872 | 2,367 | 1,430 | ||||||||||||
Household Goods Moving Services | 1,835 | 1,425 | 2,552 | 798 | ||||||||||||
Other and eliminations(3) | (3,037 | ) | (16 | ) | (4,824 | ) | (2,962 | ) | ||||||||
Total consolidated operating income (loss) | $ | 20,502 | $ | 12,233 | $ | 5,568 | $ | (3,553 | ) | |||||||
OTHER INCOME (EXPENSE) | ||||||||||||||||
Interest and dividend income(2) | 167 | 155 | 499 | 623 | ||||||||||||
Interest expense and other related financing costs(2) | (993 | ) | (1,609 | ) | (3,279 | ) | (3,863 | ) | ||||||||
Other, net(4) | 1,328 | 997 | 2,778 | 2,117 | ||||||||||||
Total other income (expense) | 502 | (457 | ) | (2 | ) | (1,123 | ) | |||||||||
INCOME (LOSS) BEFORE INCOME TAXES | $ | 21,004 | $ | 11,776 | $ | 5,566 | $ | (4,676 | ) | |||||||
-1 | As previously discussed in this Note, certain reclassifications have been made to the prior year’s operating segment data to conform to the current year presentation which includes the Domestic & Global Transportation Management segment formed in third quarter 2013. | |||||||||||||||
-2 | Includes operations of the Premium Logistics & Expedited Freight Services segment since the June 15, 2012 acquisition of Panther. | |||||||||||||||
-3 | The 2013 periods include a $1.4 million workers' compensation expense adjustment. | |||||||||||||||
-4 | Includes changes in cash surrender value and proceeds of life insurance policies. | |||||||||||||||
The following table reflects assets by reportable operating segment: | ||||||||||||||||
September 30 | December 31 | |||||||||||||||
2013 | 2012 | |||||||||||||||
(in thousands) | ||||||||||||||||
ASSETS | ||||||||||||||||
Freight Transportation(1) | $ | 550,612 | $ | 550,676 | ||||||||||||
Premium Logistics & Expedited Freight Services | 221,344 | 222,280 | ||||||||||||||
Domestic & Global Transportation Management(1) | 23,418 | 15,437 | ||||||||||||||
Emergency & Preventative Maintenance | 21,128 | 18,413 | ||||||||||||||
Household Goods Moving Services | 25,611 | 21,754 | ||||||||||||||
Other and eliminations(1) | 196,010 | 205,902 | ||||||||||||||
$ | 1,038,123 | $ | 1,034,462 | |||||||||||||
-1 | As previously discussed in this Note, certain reclassifications have been made to the prior year’s operating segment data to conform to the current year presentation which includes the Domestic & Global Transportation Management segment formed in third quarter 2013. |
ORGANIZATION_AND_DESCRIPTION_O1
ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION (Details) (ABF) | 9 Months Ended | 0 Months Ended | |||||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Nov. 03, 2013 | Nov. 03, 2013 | |
Forecast | Forecast | Forecast | Unionized employees concentration risk | Subsequent Event | Subsequent Event | ||
Minimum | Maximum | Number of employees | Forecast | ||||
Organization and description of business | ' | ' | ' | ' | ' | ' | ' |
Percentage of the Company's revenues represented by ABF | 76.00% | ' | ' | ' | ' | ' | ' |
Percentage of ABF's employees covered under collective bargaining agreement with the IBT | ' | ' | ' | ' | 75.00% | ' | ' |
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 (in days) | ' | ' | ' | ' | ' | '5 days | ' |
Approximate initial reduction in combined total contractual wage and benefit rate under collective bargaining agreement (as a percent) | ' | 4.00% | ' | ' | ' | ' | ' |
Estimated increase in compounded annual contractual wage and benefit contribution rates in second through fifth years (as a percent) | ' | ' | 2.50% | 3.00% | ' | ' | ' |
ORGANIZATION_AND_DESCRIPTION_O2
ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION (Details 2) (Panther Expedited Services, Inc.) | Jun. 15, 2012 |
Panther Expedited Services, Inc. | ' |
Organization and description of business | ' |
Percentage of equity interest acquired | 100.00% |
FINANCIAL_INSTRUMENTS_AND_FAIR2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Fair value disclosure | ' | ' |
Short-term investments | $28,573,000 | $29,054,000 |
Restricted cash, cash equivalents, and short-term investments | 1,902,000 | 9,658,000 |
Concentrations of Credit Risk of Financial Instruments | ' | ' |
Cash, cash equivalents, and certificates of deposit which are not FDIC-insured | 53,600,000 | 53,800,000 |
Fair value disclosure | ' | ' |
Fair value disclosure | ' | ' |
Cash and cash equivalents | 107,611,000 | 90,702,000 |
Restricted cash, cash equivalents, and short-term investments | 1,902,000 | 9,658,000 |
Fair value disclosure | Cash deposits | ' | ' |
Fair value disclosure | ' | ' |
Cash and cash equivalents | 64,557,000 | 48,293,000 |
Restricted cash, cash equivalents, and short-term investments | 1,902,000 | 5,901,000 |
Fair value disclosure | Variable rate demand notes | ' | ' |
Fair value disclosure | ' | ' |
Cash and cash equivalents | 29,953,000 | 29,807,000 |
Fair value disclosure | Money market funds | ' | ' |
Fair value disclosure | ' | ' |
Cash and cash equivalents | 13,101,000 | 12,602,000 |
Fair value disclosure | Certificates of deposit | ' | ' |
Fair value disclosure | ' | ' |
Short-term investments | 28,573,000 | 29,054,000 |
Restricted cash, cash equivalents, and short-term investments | $0 | $3,757,000 |
FINANCIAL_INSTRUMENTS_AND_FAIR3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details 2) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair value disclosure | ' | ' |
Carrying value of debt obligations | $124,246 | $155,985 |
Carrying value | ' | ' |
Fair value disclosure | ' | ' |
Carrying value of debt obligations | 112,968 | 132,756 |
Fair value disclosure | ' | ' |
Fair value disclosure | ' | ' |
Fair value of debt obligations | 112,978 | 132,904 |
Term Loan | ' | ' |
Fair value disclosure | ' | ' |
Carrying value of debt obligations | 86,875 | 95,000 |
Term Loan | Carrying value | ' | ' |
Fair value disclosure | ' | ' |
Carrying value of debt obligations | 86,875 | 95,000 |
Term Loan | Fair value disclosure | ' | ' |
Fair value disclosure | ' | ' |
Fair value of debt obligations | 86,875 | 95,000 |
Notes payable | ' | ' |
Fair value disclosure | ' | ' |
Carrying value of debt obligations | 26,093 | 37,756 |
Notes payable | Carrying value | ' | ' |
Fair value disclosure | ' | ' |
Carrying value of debt obligations | 26,093 | 37,756 |
Notes payable | Fair value disclosure | ' | ' |
Fair value disclosure | ' | ' |
Fair value of debt obligations | $26,103 | $37,904 |
FINANCIAL_INSTRUMENTS_AND_FAIR4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details 3) (Recurring basis, Level 1, USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Financial Assets Measured at Fair Value | ' | ' |
Financial Assets at Fair Value | $15,896 | $15,637 |
Money market funds | ' | ' |
Financial Assets Measured at Fair Value | ' | ' |
Financial Assets at Fair Value | 13,101 | 12,602 |
Voluntary Savings Plan - mutual funds held in trust | ' | ' |
Financial Assets Measured at Fair Value | ' | ' |
Financial Assets at Fair Value | $2,795 | $3,035 |
ACQUISITION_Details
ACQUISITION (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||
Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 15, 2012 | Jun. 15, 2012 | Jun. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | 31-May-13 | |
Secured Term Loan | Panther Expedited Services, Inc. | Panther Expedited Services, Inc. | Panther Expedited Services, Inc. | Panther Expedited Services, Inc. | Albert Companies, Inc. | ||||
Software | Acquired logistics company | ||||||||
ACQUISITION | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, acquired percentage | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' |
Cash purchase price, net of cash acquired | ' | $4,146,000 | $180,793,000 | ' | $180,000,000 | ' | ' | ' | $4,100,000 |
Debt issued for funding the acquisition | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | ' |
Acquisition related costs | ' | ' | ' | ' | ' | 2,100,000 | ' | ' | ' |
Fair value of acquired assets and liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable | ' | ' | ' | ' | 31,824,000 | ' | ' | ' | ' |
Prepaid expenses | ' | ' | ' | ' | 5,205,000 | ' | ' | ' | ' |
Deferred income taxes | ' | ' | ' | ' | 2,085,000 | ' | ' | ' | ' |
Property and equipment (excluding acquired software) | ' | ' | ' | ' | 5,678,000 | ' | ' | ' | ' |
Software | ' | ' | ' | ' | 31,600,000 | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | 79,000,000 | ' | ' | ' | ' |
Other assets | ' | ' | ' | ' | 3,866,000 | ' | ' | ' | ' |
Total identifiable assets acquired | ' | ' | ' | ' | 159,258,000 | ' | ' | ' | ' |
Accounts payable | ' | ' | ' | ' | 13,344,000 | ' | ' | ' | ' |
Accrued expenses and other current liabilities | ' | ' | ' | ' | 7,436,000 | ' | ' | ' | ' |
Other liabilities | ' | ' | ' | ' | 228,000 | ' | ' | ' | ' |
Deferred income taxes | ' | ' | ' | ' | 29,307,000 | ' | ' | ' | ' |
Total liabilities | ' | ' | ' | ' | 50,315,000 | ' | ' | ' | ' |
Net identifiable assets acquired | ' | ' | ' | ' | 108,943,000 | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | 71,096,000 | ' | ' | ' | ' |
Cash paid, net of cash acquired | ' | ' | ' | ' | 180,039,000 | ' | ' | ' | ' |
Accounts receivable, fair value | ' | ' | ' | ' | 31,800,000 | ' | ' | ' | ' |
Accounts receivable, gross contractual amount | ' | ' | ' | ' | 32,300,000 | ' | ' | ' | ' |
Accounts receivable, estimated uncollectible | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' |
Amortization period | ' | ' | ' | ' | ' | ' | ' | '7 years | ' |
Pro forma consolidated statement of operations | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating revenues | ' | ' | ' | ' | ' | ' | 1,634,032,000 | ' | ' |
Loss before income taxes | ' | ' | ' | ' | ' | ' | -1,327,000 | ' | ' |
Net loss | ' | ' | ' | ' | ' | ' | -1,070,000 | ' | ' |
Diluted EPS (in dollars per share) | ' | ' | ' | ' | ' | ' | ($0.05) | ' | ' |
Reversal of deferred tax valuation allowances excluded from pro forma information | $400,000 | $800,000 | $3,700,000 | ' | ' | ' | $3,300,000 | ' | ' |
Reversal of deferred tax valuation allowances excluded from pro forma information (in dollars per share) | ' | ' | ' | ' | ' | ' | $0.13 | ' | ' |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | 31-May-13 | |
Goodwill by reportable operating segment | ' | ' |
Balance at the beginning of the period | $73,189,000 | ' |
Purchase accounting adjustments | 1,567,000 | ' |
Goodwill acquired | 1,692,000 | ' |
Balance at the end of the period | 76,448,000 | ' |
Household Goods Moving Services | ' | ' |
Goodwill by reportable operating segment | ' | ' |
Balance at the beginning of the period | 3,660,000 | ' |
Goodwill acquired | 1,692,000 | ' |
Balance at the end of the period | 5,352,000 | ' |
Goodwill related to acquisition of a logistics company expected to be fully tax deductible | ' | 1,700,000 |
Premium Logistics & Expedited Freight Services | ' | ' |
Goodwill by reportable operating segment | ' | ' |
Balance at the beginning of the period | 69,529,000 | ' |
Purchase accounting adjustments | 1,567,000 | ' |
Balance at the end of the period | $71,096,000 | ' |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS (Details 2) (USD $) | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Finite-lived intangible assets | ' | ' | ' |
Weighted Average Amortization Period | '13 years | ' | ' |
Cost | $46,700,000 | ' | ' |
Accumulated Amortization | 5,391,000 | ' | ' |
Net Value | 41,309,000 | ' | ' |
Indefinite-lived intangible assets | ' | ' | ' |
Net Value | 35,122,000 | ' | ' |
Total intangible assets | ' | ' | ' |
Cost | 81,822,000 | ' | ' |
Net Value | 76,431,000 | ' | 79,561,000 |
Amortization expense on intangible assets | ' | ' | ' |
Intangible amortization expense | 3,130,000 | 1,218,000 | ' |
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 | 4,013,000 | ' | ' |
Net Value | 39,487,000 | ' | ' |
Driver network | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' |
Weighted Average Amortization Period | '3 years | ' | ' |
Cost | 3,200,000 | ' | ' |
Accumulated Amortization | 1,378,000 | ' | ' |
Net Value | 1,822,000 | ' | ' |
Panther Expedited Services, Inc. | Minimum | ' | ' | ' |
Amortization expense on intangible assets | ' | ' | ' |
Annual amortization expense on intangible assets expected for fiscal 2014-2017 | 3,000,000 | ' | ' |
Panther Expedited Services, Inc. | Maximum | ' | ' | ' |
Amortization expense on intangible assets | ' | ' | ' |
Annual amortization expense on intangible assets expected for fiscal 2014-2017 | 4,000,000 | ' | ' |
Panther Expedited Services, Inc. | Forecast | ' | ' | ' |
Amortization expense on intangible assets | ' | ' | ' |
Intangible amortization expense | $4,000,000 | ' | ' |
GOODWILL_AND_INTANGIBLE_ASSETS4
GOODWILL AND INTANGIBLE ASSETS (Details 3) (Panther Expedited Services, Inc., Software, USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Panther Expedited Services, Inc. | Software | ' |
Property, Plant and Equipment | ' |
Amortization period | '7 years |
Annual amortization expense on acquired software expected for fiscal 2013-2017 | $5 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' |
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% | ' |
Net decrease in valuation allowance | ' | ' | $400,000 | $800,000 | $3,700,000 |
Alternative fuel tax credit, prior year | ' | ' | ' | 900,000 | ' |
Alternative fuel tax credit, current year | ' | ' | ' | 800,000 | ' |
Reduction in pension liability due to nonunion defined benefit pension plan curtailment | ' | 46,300,000 | ' | ' | ' |
Reduction in net deferred tax assets due to nonunion defined benefit pension plan curtailment | ' | 18,000,000 | ' | ' | ' |
Refund of federal and state taxes | ' | ' | ' | 2,200,000 | ' |
State and foreign income taxes paid | ' | ' | ' | 1,200,000 | ' |
Reconciliation between the effective income tax rate, as computed on income (loss) before income taxes, and the statutory federal income tax rate | ' | ' | ' | ' | ' |
Income tax provision (benefit) at the statutory federal rate | 7,351,000 | ' | 4,122,000 | 1,948,000 | -1,637,000 |
Federal income tax effects of: | ' | ' | ' | ' | ' |
Net reversal in valuation allowances | -550,000 | ' | -396,000 | -766,000 | -3,729,000 |
Alternative fuel tax credit | -288,000 | ' | 0 | -1,708,000 | 0 |
Effect of permanent differences and other | -247,000 | ' | 1,121,000 | 473,000 | 250,000 |
State income taxes | 756,000 | ' | 411,000 | 154,000 | 243,000 |
Total income tax provision (benefit) | $7,022,000 | ' | $5,258,000 | $101,000 | ($4,873,000) |
Income tax provision (benefit) at the statutory federal rate (as a percent) | 35.00% | ' | 35.00% | 35.00% | -35.00% |
Federal income tax effects of: | ' | ' | ' | ' | ' |
Net reversal in valuation allowances (as a percent) | -2.60% | ' | -3.40% | -13.80% | -79.70% |
Alternative fuel tax credit (as a percent) | -1.40% | ' | 0.00% | -30.70% | 0.00% |
Effect of permanent differences and other (as a percent) | -1.20% | ' | 9.50% | 8.50% | 5.30% |
State income taxes (as a percent) | 3.60% | ' | 3.50% | 2.80% | 5.20% |
Total income tax provision (benefit) (as a percent) | 33.40% | ' | 44.60% | 1.80% | -104.20% |
LONGTERM_DEBT_AND_FINANCING_AR2
LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Long-term debt obligations | ' | ' |
Long-term debt | $124,246 | $155,985 |
Less current portion | 35,353 | 43,044 |
Long-term debt, less current portion | 88,893 | 112,941 |
Payments under long-term debt obligations | ' | ' |
Due in one year or less | 37,687 | ' |
Due after one year through two years | 30,633 | ' |
Due after two years through three years | 20,193 | ' |
Due after three years through four years | 41,819 | ' |
Due after four years through five years | 224 | ' |
Due after five years | 308 | ' |
Total payments | 130,864 | ' |
Less amounts representing interest | 6,618 | ' |
Long-term debt | 124,246 | 155,985 |
Term Loan | ' | ' |
Long-term debt obligations | ' | ' |
Long-term debt | 86,875 | 95,000 |
Interest rate (as a percent) | 1.70% | ' |
Payments under long-term debt obligations | ' | ' |
Due in one year or less | 14,568 | ' |
Due after one year through two years | 17,015 | ' |
Due after two years through three years | 18,963 | ' |
Due after three years through four years | 41,602 | ' |
Total payments | 92,148 | ' |
Less amounts representing interest | 5,273 | ' |
Long-term debt | 86,875 | 95,000 |
Notes payable | ' | ' |
Long-term debt obligations | ' | ' |
Long-term debt | 26,093 | 37,756 |
Weighted-average interest rate (as a percent) | 3.00% | ' |
Payments under long-term debt obligations | ' | ' |
Due in one year or less | 16,376 | ' |
Due after one year through two years | 10,343 | ' |
Due after two years through three years | 70 | ' |
Total payments | 26,789 | ' |
Less amounts representing interest | 696 | ' |
Long-term debt | 26,093 | 37,756 |
Capital lease obligations | ' | ' |
Long-term debt obligations | ' | ' |
Long-term debt | 11,278 | 23,229 |
Weighted-average interest rate (as a percent) | 4.50% | ' |
Payments under long-term debt obligations | ' | ' |
Due in one year or less | 6,743 | ' |
Due after one year through two years | 3,275 | ' |
Due after two years through three years | 1,160 | ' |
Due after three years through four years | 217 | ' |
Due after four years through five years | 224 | ' |
Due after five years | 308 | ' |
Total payments | 11,927 | ' |
Less amounts representing interest | 649 | ' |
Long-term debt | $11,278 | $23,229 |
LONGTERM_DEBT_AND_FINANCING_AR3
LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Details 2) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets securitized by notes payable or held under capital leases | ' | ' |
PROPERTY, PLANT AND EQUIPMENT, GROSS | $1,091,266 | $1,079,320 |
Less accumulated amortization | 691,730 | 635,292 |
PROPERTY, PLANT AND EQUIPMENT, NET | 399,536 | 444,028 |
Assets securitized by notes payable or held under capital leases | ' | ' |
Assets securitized by notes payable or held under capital leases | ' | ' |
PROPERTY, PLANT AND EQUIPMENT, GROSS | 72,969 | 96,611 |
Less accumulated amortization | 31,715 | 35,183 |
PROPERTY, PLANT AND EQUIPMENT, NET | 41,254 | 61,428 |
Land and structures (terminals) | Assets securitized by notes payable or held under capital leases | ' | ' |
Assets securitized by notes payable or held under capital leases | ' | ' |
PROPERTY, PLANT AND EQUIPMENT, GROSS | 1,794 | 1,794 |
Revenue equipment | Assets securitized by notes payable or held under capital leases | ' | ' |
Assets securitized by notes payable or held under capital leases | ' | ' |
PROPERTY, PLANT AND EQUIPMENT, GROSS | 69,417 | 93,004 |
Service, office, and other equipment | Assets securitized by notes payable or held under capital leases | ' | ' |
Assets securitized by notes payable or held under capital leases | ' | ' |
PROPERTY, PLANT AND EQUIPMENT, GROSS | $1,758 | $1,813 |
LONGTERM_DEBT_AND_FINANCING_AR4
LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Details 3) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 15, 2012 |
Accounts receivable securitization program | Letter of Credit Agreements | Surety bonds | Credit Agreement | Revolving commitments | Term Loan | |||
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 borrowed | ' | ' | 0 | ' | ' | ' | 0 | ' |
Fixed charge coverage ratio | ' | ' | ' | ' | ' | 1.8 | ' | ' |
Minimum fixed charge coverage ratio required to be maintained | ' | ' | ' | ' | ' | 1.25 | ' | ' |
Outstanding letters of credit | ' | ' | 20,500,000 | 23,000,000 | ' | ' | ' | ' |
Remaining borrowing capacity | ' | ' | 54,500,000 | 73,100,000 | ' | ' | ' | ' |
Amounts collateralized by restricted funds under letters of credit | 1,902,000 | 9,658,000 | ' | 1,900,000 | ' | ' | ' | ' |
Outstanding surety bonds under collateralized bond program | ' | ' | ' | ' | 12,700,000 | ' | ' | ' |
Amounts collateralized by letters of credit | ' | ' | ' | ' | 3,800,000 | ' | ' | ' |
Outstanding surety bonds under uncollateralized bond programs | ' | ' | ' | ' | $43,900,000 | ' | ' | ' |
PENSION_AND_OTHER_POSTRETIREME2
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Details) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Jan. 02, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | Jan. 02, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
ABF | ABF | ABF | ABF | 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 | Nonunion Defined Benefit Pension Plan | Nonunion Defined Benefit Pension Plan | Supplemental Benefit Pension Plan | Supplemental Benefit Pension Plan | Supplemental Benefit Pension Plan | Supplemental Benefit Pension Plan | Postretirement Health Benefit Plan | Postretirement Health Benefit Plan | Postretirement Health Benefit Plan | Postretirement Health Benefit Plan | |||
ABF | ABF | ABF | ||||||||||||||||||||||
plan | ||||||||||||||||||||||||
Components of net periodic benefit cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Service cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $2,298,000 | $4,734,000 | $6,892,000 | ' | ' | ' | $0 | $0 | $0 | $0 | $82,000 | $79,000 | $248,000 | $236,000 |
Interest cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,039,000 | 2,173,000 | 5,884,000 | 6,519,000 | ' | ' | ' | 37,000 | 52,000 | 112,000 | 157,000 | 188,000 | 187,000 | 563,000 | 562,000 |
Expected return on plan assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,438,000 | -3,016,000 | -9,747,000 | -9,048,000 | ' | ' | ' | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Amortization of prior service credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 | 0 | ' | ' | ' | 0 | 0 | 0 | 0 | -47,000 | -47,000 | -142,000 | -142,000 |
Pension settlement expense | 1,834,000 | 0 | 1,612,000 | 0 | 1,612,000 | 0 | ' | ' | ' | 1,834,000 | 0 | 1,834,000 | 0 | ' | ' | ' | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Amortization of net actuarial loss and other | ' | ' | ' | ' | ' | ' | ' | ' | ' | 961,000 | 2,692,000 | 6,388,000 | 8,076,000 | ' | ' | ' | 65,000 | 51,000 | 195,000 | 152,000 | 134,000 | 103,000 | 401,000 | 311,000 |
Net periodic benefit cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,396,000 | 4,147,000 | 9,093,000 | 12,439,000 | ' | ' | ' | 102,000 | 103,000 | 307,000 | 309,000 | 357,000 | 322,000 | 1,070,000 | 967,000 |
Pension settlement expense, per share amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.04 | ' | $0.04 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining pre-tax unrecognized net actuarial loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,000,000 | ' | 24,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Approximate amortization period for unrecognized net actuarial loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '8 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in projected benefit obligation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Projected benefit obligation at the beginning of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 260,950,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Service cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 2,298,000 | 4,734,000 | 6,892,000 | ' | ' | ' | 0 | 0 | 0 | 0 | 82,000 | 79,000 | 248,000 | 236,000 |
Interest cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,039,000 | 2,173,000 | 5,884,000 | 6,519,000 | ' | ' | ' | 37,000 | 52,000 | 112,000 | 157,000 | 188,000 | 187,000 | 563,000 | 562,000 |
Actuarial gain and other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -9,126,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Benefits paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -18,201,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Curtailment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -29,262,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Projected benefit obligation at the end of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | 214,979,000 | ' | 214,979,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Changes in plan assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of plan assets at beginning of period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 181,225,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Actual return on plan assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,496,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employer contributions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Benefits paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -18,201,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of plan assets at end of period | ' | ' | ' | ' | ' | ' | ' | ' | ' | 202,320,000 | ' | 202,320,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Funded status at the end of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | -12,659,000 | ' | -12,659,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated benefit obligation | ' | ' | ' | ' | ' | ' | ' | ' | ' | 214,979,000 | ' | 214,979,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected return on plan assets (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.70% | ' | 3.70% | ' | 3.90% | ' | 3.10% | ' | ' | ' | ' | ' | ' | ' | ' |
Curtailment gain recognized in earnings | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjusted funding target attainment percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 102.70% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Multiemployer Plans | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of multiemployer plans to which ABF 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 | ' | ' | ' | ' | ' | ' | ' | ' | 53.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accumulated other comprehensive loss, pre-tax amounts: | ' | ' |
Unrecognized net periodic benefit costs | ($27,924) | ($86,737) |
Foreign currency translation | -715 | -662 |
Total pre-tax amount | -28,639 | -87,399 |
Accumulated other comprehensive loss, after-tax amounts: | ' | ' |
Unrecognized net periodic benefit costs | -21,034 | -56,968 |
Foreign currency translation | -436 | -404 |
Total after-tax amount | ($21,470) | ($57,372) |
STOCKHOLDERS_EQUITY_Details_2
STOCKHOLDERS' EQUITY (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Changes in accumulated other comprehensive loss, net of tax, by component | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | ($57,372) | ' |
Other comprehensive income (loss) before reclassifications | ' | ' | 30,601 | ' |
Amounts reclassified from accumulated other comprehensive loss | ' | ' | 5,301 | ' |
OTHER COMPREHENSIVE INCOME, net of tax | 4,263 | 1,790 | 35,902 | 5,196 |
Balance at the end of the period | -21,470 | ' | -21,470 | ' |
Unrecognized Net Periodic Benefit Costs | ' | ' | ' | ' |
Changes in accumulated other comprehensive loss, net of tax, by component | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | -56,968 | ' |
Other comprehensive income (loss) before reclassifications | ' | ' | 30,633 | ' |
Amounts reclassified from accumulated other comprehensive loss | ' | ' | 5,301 | ' |
OTHER COMPREHENSIVE INCOME, net of tax | ' | ' | 35,934 | ' |
Balance at the end of the period | -21,034 | ' | -21,034 | ' |
Foreign Currency Translation | ' | ' | ' | ' |
Changes in accumulated other comprehensive loss, net of tax, by component | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | -404 | ' |
Other comprehensive income (loss) before reclassifications | ' | ' | -32 | ' |
Amounts reclassified from accumulated other comprehensive loss | ' | ' | 0 | ' |
OTHER COMPREHENSIVE INCOME, net of tax | ' | ' | -32 | ' |
Balance at the end of the period | ($436) | ' | ($436) | ' |
STOCKHOLDERS_EQUITY_Details_3
STOCKHOLDERS' EQUITY (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Unrecognized net periodic benefit costs: | ' | ' | ' | ' |
INCOME (LOSS) BEFORE INCOME TAXES | $21,004 | $11,776 | $5,566 | ($4,676) |
Tax benefit | -7,022 | -5,258 | -101 | 4,873 |
NET INCOME | 13,982 | 6,518 | 5,465 | 197 |
Unrecognized Net Periodic Benefit Costs | Amount Reclassified from Accumulated Other Comprehensive Loss | ' | ' | ' | ' |
Unrecognized net periodic benefit costs: | ' | ' | ' | ' |
Amortization of net actuarial loss | ' | ' | -6,984 | ' |
Amortization of prior service credit | ' | ' | 142 | ' |
Settlement expense | ' | ' | -1,834 | ' |
INCOME (LOSS) BEFORE INCOME TAXES | ' | ' | -8,676 | ' |
Tax benefit | ' | ' | 3,375 | ' |
NET INCOME | ' | ' | ($5,301) | ' |
STOCKHOLDERS_EQUITY_Details_4
STOCKHOLDERS' EQUITY (Details 4) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Oct. 25, 2013 |
Subsequent Event | ||||||||||
Dividends on Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends declared (in dollars per share) | $0.03 | $0.03 | $0.03 | $0.03 | $0.03 | $0.03 | $0.03 | $0.09 | $0.09 | $0.03 |
Dividend Amount | $805 | $806 | $807 | $807 | $807 | $808 | $797 | $2,418 | ' | $806 |
SHAREBASED_COMPENSATION_Detail
SHARE-BASED COMPENSATION (Details) (USD $) | 9 Months Ended | 0 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Nov. 01, 2013 |
Restricted Stock Awards | Stock Options | Subsequent Event | |
Restricted Stock Awards | |||
Share-based compensation | ' | ' | ' |
Restricted stock units granted | ' | ' | 296,800 |
Restricted stock activity | ' | ' | ' |
Outstanding at the beginning of the period (in units) | 1,281,480 | ' | ' |
Vested (in units) | -149,620 | ' | ' |
Forfeited (in units) | -1,950 | ' | ' |
Outstanding at the end of the period (in units) | 1,129,910 | ' | ' |
Stock options activity | ' | ' | ' |
Outstanding at the beginning of the period (in shares) | ' | 240,425 | ' |
Forfeited (in shares) | ' | -98,000 | ' |
Outstanding at the end of the period (in shares) | ' | 142,425 | ' |
Weighted-Average Exercise Price | ' | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | ' | $27.40 | ' |
Forfeited (in dollars per share) | ' | $24.94 | ' |
Outstanding at the end of the period (in dollars per share) | ' | $29.10 | ' |
Weighted-Average Remaining Contractual Term | ' | ' | ' |
Options outstanding | ' | '3 months 18 days | ' |
Intrinsic Value | ' | ' | ' |
Options outstanding (in dollars) | ' | $0 | ' |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Basic earnings per share, numerator: | ' | ' | ' | ' |
NET INCOME | $13,982 | $6,518 | $5,465 | $197 |
Effect of unvested restricted stock awards | -585 | -309 | -243 | -113 |
Adjusted net income | 13,397 | 6,209 | 5,222 | 84 |
Basic earnings per share, denominator: | ' | ' | ' | ' |
Weighted-average shares | 25,736,810 | 25,613,315 | 25,690,184 | 25,535,969 |
Earnings per common share (in dollars per share) | $0.52 | $0.24 | $0.20 | $0 |
Diluted earnings per share, numerator: | ' | ' | ' | ' |
NET INCOME | 13,982 | 6,518 | 5,465 | 197 |
Effect of unvested restricted stock awards | -585 | -309 | -243 | -113 |
Adjusted net income | $13,397 | $6,209 | $5,222 | $84 |
Diluted earnings per share, denominator: | ' | ' | ' | ' |
Weighted-average shares | 25,736,810 | 25,613,315 | 25,690,184 | 25,535,969 |
Adjusted weighted-average shares and assumed conversions | 25,736,810 | 25,613,315 | 25,690,184 | 25,535,969 |
Earnings per common share (in dollars per share) | $0.52 | $0.24 | $0.20 | $0 |
Outstanding stock awards not included in calculation of diluted earnings per share (in units) | 800,000 | 900,000 | 800,000 | 500,000 |
OPERATING_SEGMENT_DATA_Details
OPERATING SEGMENT DATA (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
OPERATING REVENUES | ' | ' | ' | ' |
Operating revenues | $623,414,000 | $577,546,000 | $1,720,999,000 | $1,528,956,000 |
OPERATING EXPENSES AND COSTS | ' | ' | ' | ' |
Gain on sale of property and equipment | ' | ' | -486,000 | -582,000 |
Pension settlement expense | ' | ' | 1,834,000 | 0 |
Operating expenses and costs | 602,912,000 | 565,313,000 | 1,715,431,000 | 1,532,509,000 |
OPERATING INCOME (LOSS) | ' | ' | ' | ' |
Operating income (loss) | 20,502,000 | 12,233,000 | 5,568,000 | -3,553,000 |
OTHER INCOME (EXPENSE) | ' | ' | ' | ' |
Interest and dividend income | 167,000 | 155,000 | 499,000 | 623,000 |
Interest expense and other related financing costs | -993,000 | -1,609,000 | -3,279,000 | -3,863,000 |
Other, net | 1,328,000 | 997,000 | 2,778,000 | 2,117,000 |
Total other income (expense) | 502,000 | -457,000 | -2,000 | -1,123,000 |
INCOME (LOSS) BEFORE INCOME TAXES | 21,004,000 | 11,776,000 | 5,566,000 | -4,676,000 |
Freight Transportation | ' | ' | ' | ' |
OPERATING REVENUES | ' | ' | ' | ' |
Operating revenues | 471,031,000 | 450,156,000 | 1,325,062,000 | 1,287,020,000 |
OPERATING EXPENSES AND COSTS | ' | ' | ' | ' |
Salaries, wages, and benefits | 276,683,000 | 272,102,000 | 816,502,000 | 806,158,000 |
Fuel, supplies, and expenses | 84,714,000 | 83,777,000 | 250,486,000 | 247,113,000 |
Operating taxes and licenses | 10,864,000 | 10,890,000 | 32,793,000 | 32,514,000 |
Insurance | 6,858,000 | 4,942,000 | 17,410,000 | 15,408,000 |
Communications and utilities | 3,724,000 | 3,811,000 | 11,535,000 | 11,069,000 |
Depreciation and amortization | 17,621,000 | 20,366,000 | 56,162,000 | 58,403,000 |
Rents and purchased transportation | 50,507,000 | 44,015,000 | 133,236,000 | 116,912,000 |
Gain on sale of property and equipment | -93,000 | -65,000 | -487,000 | -578,000 |
Pension settlement expense | 1,612,000 | 0 | 1,612,000 | 0 |
Other | 1,325,000 | 1,841,000 | 5,649,000 | 5,781,000 |
Operating expenses and costs | 453,815,000 | 441,679,000 | 1,324,898,000 | 1,292,780,000 |
OPERATING INCOME (LOSS) | ' | ' | ' | ' |
Operating income (loss) | 17,216,000 | 8,477,000 | 164,000 | -5,760,000 |
Premium Logistics & Expedited Freight Services | ' | ' | ' | ' |
OPERATING REVENUES | ' | ' | ' | ' |
Operating revenues | 65,851,000 | 60,445,000 | 179,533,000 | 71,280,000 |
OPERATING EXPENSES AND COSTS | ' | ' | ' | ' |
Purchased transportation | 50,220,000 | 46,260,000 | 137,489,000 | 54,507,000 |
Depreciation and amortization | 2,665,000 | 2,491,000 | 7,809,000 | 2,965,000 |
Other | 9,864,000 | 10,890,000 | 30,490,000 | 12,524,000 |
Operating expenses and costs | 62,749,000 | 59,641,000 | 175,788,000 | 69,996,000 |
OPERATING INCOME (LOSS) | ' | ' | ' | ' |
Operating income (loss) | 3,102,000 | 804,000 | 3,745,000 | 1,284,000 |
Domestic & Global Transportation Management | ' | ' | ' | ' |
OPERATING REVENUES | ' | ' | ' | ' |
Operating revenues | 28,669,000 | 17,342,000 | 74,554,000 | 44,954,000 |
OPERATING EXPENSES AND COSTS | ' | ' | ' | ' |
Operating expenses and costs | 28,128,000 | 16,671,000 | 72,990,000 | 43,297,000 |
OPERATING INCOME (LOSS) | ' | ' | ' | ' |
Operating income (loss) | 541,000 | 671,000 | 1,564,000 | 1,657,000 |
Emergency & Preventative Maintenance | ' | ' | ' | ' |
OPERATING REVENUES | ' | ' | ' | ' |
Operating revenues | 37,047,000 | 32,785,000 | 102,504,000 | 85,264,000 |
OPERATING EXPENSES AND COSTS | ' | ' | ' | ' |
Operating expenses and costs | 36,202,000 | 31,913,000 | 100,137,000 | 83,834,000 |
OPERATING INCOME (LOSS) | ' | ' | ' | ' |
Operating income (loss) | 845,000 | 872,000 | 2,367,000 | 1,430,000 |
Household Goods Moving Services | ' | ' | ' | ' |
OPERATING REVENUES | ' | ' | ' | ' |
Operating revenues | 30,530,000 | 25,702,000 | 65,358,000 | 61,233,000 |
OPERATING EXPENSES AND COSTS | ' | ' | ' | ' |
Operating expenses and costs | 28,695,000 | 24,277,000 | 62,806,000 | 60,435,000 |
OPERATING INCOME (LOSS) | ' | ' | ' | ' |
Operating income (loss) | 1,835,000 | 1,425,000 | 2,552,000 | 798,000 |
Other and eliminations | ' | ' | ' | ' |
OPERATING REVENUES | ' | ' | ' | ' |
Operating revenues | -9,714,000 | -8,884,000 | -26,012,000 | -20,795,000 |
OPERATING EXPENSES AND COSTS | ' | ' | ' | ' |
Operating expenses and costs | -6,677,000 | -8,868,000 | -21,188,000 | -17,833,000 |
OPERATING INCOME (LOSS) | ' | ' | ' | ' |
Operating income (loss) | -3,037,000 | -16,000 | -4,824,000 | -2,962,000 |
OTHER INCOME (EXPENSE) | ' | ' | ' | ' |
Adjustment to workers compensation expense, before tax | $1,400,000 | ' | $1,400,000 | ' |
OPERATING_SEGMENT_DATA_Details1
OPERATING SEGMENT DATA (Details 2) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Segment reporting information | ' | ' |
ASSETS | $1,038,123 | $1,034,462 |
Freight Transportation | ' | ' |
Segment reporting information | ' | ' |
ASSETS | 550,612 | 550,676 |
Premium Logistics & Expedited Freight Services | ' | ' |
Segment reporting information | ' | ' |
ASSETS | 221,344 | 222,280 |
Domestic & Global Transportation Management | ' | ' |
Segment reporting information | ' | ' |
ASSETS | 23,418 | 15,437 |
Emergency & Preventative Maintenance | ' | ' |
Segment reporting information | ' | ' |
ASSETS | 21,128 | 18,413 |
Household Goods Moving Services | ' | ' |
Segment reporting information | ' | ' |
ASSETS | 25,611 | 21,754 |
Other and eliminations | ' | ' |
Segment reporting information | ' | ' |
ASSETS | $196,010 | $205,902 |
LEGAL_PROCEEDINGS_ENVIRONMENTA1
LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS (Details) (Environmental Matters, USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
state | ||
tank | ||
Environmental Matters | ' | ' |
Loss contingencies | ' | ' |
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 | ' |
Estimated environmental cleanup costs of properties currently or previously operated by the company | $0.90 | $0.90 |