Arkansas Best Corporation Announces Second Quarter 2013 Results

ARKANSAS BEST CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

June 30

Six Months Ended

June 30

2013

2012

2013

2012

(Unaudited)

($ thousands, except share and per share data)

OPERATING REVENUES

$

576,899

$

510,543

$

1,097,586

$

951,410

OPERATING EXPENSES AND COSTS

568,482

503,342

1,112,520

967,196

OPERATING INCOME (LOSS)

8,417

7,201

(14,934)

(15,786)

OTHER INCOME (EXPENSE)

Interest and dividend income

161

215

332

469

Interest expense and other related financing costs

(1,079)

(1,112)

(2,286)

(2,255)

Other, net

366

(220)

1,450

1,120

(552)

(1,117)

(504)

(666)

INCOME (LOSS) BEFORE INCOME TAXES

7,865

6,084

(15,438)

(16,452)

INCOME TAX PROVISION (BENEFIT)

2,987

(5,757)

(6,921)

(10,131)

NET INCOME (LOSS)

$

4,878

$

11,841

$

(8,517)

$

(6,321)

EARNINGS (LOSS) PER COMMON SHARE⁽¹⁾

Basic

$

0.18

$

0.44

$

(0.33)

$

(0.25)

Diluted

$

0.18

$

0.44

$

(0.33)

$

(0.25)

AVERAGE COMMON SHARES OUTSTANDING

Basic

25,694,327

25,544,455

25,666,484

25,496,871

Diluted

25,694,327

25,544,455

25,666,484

25,496,871

CASH DIVIDENDS DECLARED
  PER COMMON SHARE

$

0.03

$

0.03

$

0.06

$

0.06

(1)  The Company uses the two-class method for calculating earnings per share. This method requires an allocation of dividends paid and a portion of undistributed net income (but not losses) to unvested restricted stock for calculating per share amounts.

NET INCOME (LOSS)

$

4,878

$

11,841

$

(8,517)

$

(6,321)

EFFECT OF UNVESTED RESTRICTED
  STOCK AWARDS⁽¹⁾

(215)

(549)

(74)

(75)

ADJUSTED NET INCOME (LOSS) FOR CALCULATING EARNINGS (LOSS) PER COMMON SHARE

$

4,663

$

11,292

$

(8,591)

$

(6,396)

ARKANSAS BEST CORPORATION

CONSOLIDATED BALANCE SHEETS

June 30

2013

December 31

2012

(Unaudited)

Note

($ thousands, except share data)

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$

88,553

$

90,702

Short-term investments

29,879

29,054

Restricted cash, cash equivalents, and short-term investments

1,901

9,658

Accounts receivable, less allowances (2013 – $5,439; 2012 – $5,249)

206,168

180,631

Other accounts receivable, less allowances (2013 – $1,427; 2012 – $1,334)

6,615

6,539

Prepaid expenses

16,346

17,355

Deferred income taxes

42,293

39,245

Prepaid and refundable income taxes

6,232

5,681

Other

7,306

7,185

TOTAL CURRENT ASSETS

405,293

386,050

PROPERTY, PLANT AND EQUIPMENT

Land and structures

245,148

243,699

Revenue equipment

590,445

589,729

Service, office, and other equipment

120,848

119,456

Software

107,195

103,164

Leasehold improvements

23,442

23,272

1,087,078

1,079,320

Less allowances for depreciation and amortization

673,074

635,292

414,004

444,028

GOODWILL

76,448

73,189

INTANGIBLE ASSETS, NET

77,474

79,561

OTHER ASSETS

51,381

51,634

$

1,024,600

$

1,034,462

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Bank overdraft and drafts payable

$

15,672

$

13,645

Accounts payable

94,770

84,292

Income taxes payable

162

59

Accrued expenses

170,414

158,668

Current portion of long-term debt

37,030

43,044

TOTAL CURRENT LIABILITIES

318,048

299,708

LONG-TERM DEBT, less current portion

96,946

112,941

PENSION AND POSTRETIREMENT LIABILITIES

51,941

104,673

OTHER LIABILITIES

12,558

12,832

DEFERRED INCOME TAXES

63,954

45,309

STOCKHOLDERS' EQUITY

Common stock, $0.01 par value, authorized 70,000,000 shares;

    issued 2013: 27,390,446 shares; 2012: 27,296,285 shares

274

273

Additional paid-in-capital

290,355

289,711

Retained earnings

274,027

284,157

Treasury stock, at cost, 1,677,932 shares

(57,770)

(57,770)

Accumulated other comprehensive loss

(25,733)

(57,372)

TOTAL STOCKHOLDERS' EQUITY

481,153

458,999

$

1,024,600

$

1,034,462

Note: The balance sheet at December 31, 2012 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

ARKANSAS BEST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

June 30

2013

2012

(Unaudited)

($ thousands)

OPERATING ACTIVITIES

Net loss

$

(8,517)

$

(6,321)

Adjustments to reconcile net loss to net cash provided by operating activities:

    Depreciation and amortization

43,914

39,970

    Amortization of intangibles

2,087

200

    Share-based compensation expense

2,485

3,342

    Provision for losses on accounts receivable

1,312

729

    Deferred income tax benefit

(5,761)

(8,520)

    Gain on sale of property and equipment

(391)

(516)

    Changes in operating assets and liabilities:

        Receivables

(26,617)

(20,885)

        Prepaid expenses

1,402

1,363

        Other assets

(297)

(452)

        Income taxes

163

522

        Accounts payable, accrued expenses, and other liabilities⁽¹⁾

18,152

4,740

NET CASH PROVIDED BY OPERATING ACTIVITIES

27,932

14,172

INVESTING ACTIVITIES

Purchases of property, plant, and equipment, net of financings

(8,638)

(18,401)

Proceeds from sale of property and equipment

1,430

2,692

Purchases of short-term investments

(6,692)

(22,143)

Proceeds from sale of short-term investments

5,914

9,555

Business acquisition, net of cash acquired

(4,146)

(180,793)

Capitalization of internally developed software and other

(4,050)

(3,435)

NET CASH USED IN INVESTING ACTIVITIES

(16,182)

(212,525)

FINANCING ACTIVITIES

Borrowing under credit facilities

–

100,000

Repayments on long-term debt

(22,009)

(12,303)

Net change in bank overdraft and other

2,026

(5,510)

Change in restricted cash, cash equivalents, and short-term investments

7,758

31,668

Deferred financing costs

(61)

(1,574)

Payment of common stock dividends

(1,613)

(1,605)

(13,899)

110,676

NET DECREASE IN CASH AND CASH EQUIVALENTS        

(2,149)

(87,677)

Cash and cash equivalents at beginning of period

90,702

141,295

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

88,553

$

53,618

NONCASH INVESTING ACTIVITIES

Accruals for equipment received

$

268

$

7,416

Equipment financed

$

–

$

21,370

(1)   2013 and 2012 includes $9.0 million and $18.0 million, respectively, in contributions to the Company's nonunion pension plan.

ARKANSAS BEST CORPORATION

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES

Three Months Ended

June 30

Six Months Ended

June 30

2013

2012

2013

2012

(Unaudited)

($ thousands, except per share data)

ARKANSAS BEST CORPORATION – CONSOLIDATED

Net Income (Loss)

Amounts on a GAAP basis

$

4,878

$

11,841

$

(8,517)

$

(6,321)

Tax benefits⁽¹⁾

–

(7,973)

–

(3,333)

Transaction costs, after-tax⁽²⁾

–

1,294

–

1,294

$

4,878

$

5,162

$

(8,517)

$

(8,360)

Diluted Earnings (Loss) Per Share

Amounts on a GAAP basis

$

0.18

$

0.44

$

(0.33)

$

(0.25)

Tax benefits⁽¹⁾

–

(0.31)

–

(0.13)

Transaction costs, after-tax⁽²⁾

–

0.05

–

0.05

Non-GAAP amounts

$

0.18

$

0.18

$

(0.33)

$

(0.33)

ARKANSAS BEST CORPORATION – CONSOLIDATED

Earnings Before Interest, Taxes, Depreciation
   and Amortization

Net income (loss)

$

4,878

$

11,841

$

(8,517)

$

(6,321)

Interest expense

1,079

1,112

2,286

2,255

Income tax provision (benefit)

2,987

(5,757)

(6,921)

(10,131)

Depreciation and amortization

22,807

20,850

46,001

40,170

Amortization of share-based compensation

1,181

1,900

2,485

3,342

Amortization of actuarial losses

2,912

2,846

5,824

5,693

EBITDA

35,844

32,792

41,158

35,008

Transaction costs, pre-tax⁽²⁾

–

2,129

–

2,129

Adjusted EBITDA

$

35,844

$

34,921

$

41,158

$

37,137

(1) Tax benefit adjustments related to deferred tax asset valuation allowances.

(2) Transaction costs associated with the June 15, 2012 acquisition of Panther Expedited Services, Inc.

Non-GAAP Financial Measures. The company reports its financial results in accordance with generally accepted accounting principles ("GAAP").  However, management believes that certain non-GAAP performance measures and ratios utilized for internal analysis provide financial statement users meaningful comparisons between current and prior period results, as well as important information regarding performance trends. Certain information discussed in the scheduled conference call could be considered non-GAAP measures. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the company's reported results. Management believes EBITDA to be relevant and useful information as EBITDA is a standard measure commonly reported and widely used by analysts, investors and others to measure financial performance and ability to service debt obligations. However, these financial measures should not be construed as better measurements than operating income, operating cash flow, net income or earnings per share, as defined by generally accepted accounting principles. Other companies may calculate EBITDA differently, and therefore the Company's EBITDA may not be comparable to similarly titled measures of other companies.

ARKANSAS BEST CORPORATION

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES

Three Months Ended

June 30

2013

Three Months Ended

June 30

2012

Operating

Income

(Loss)

Depreciation and Amortization

EBITDA

Operating Income (Loss)

Depreciation and Amortization

EBITDA

Premium Logistics & Expedited Freight Services⁽¹⁾

$

1,506

$

2,594

$

4,100

$

480

$

473

$

953

Truck Brokerage and Management

692

99

791

655

68

723

Emergency and Preventative Maintenance

810

130

940

694

130

824

Household Goods Moving Services

948

285

1,233

165

179

344

Total non-asset based segments

$

3,956

$

3,108

$

7,064

$

1,994

$

850

$

2,844

Six Months Ended

June 30

2013

Six Months Ended

June 30

2012

Operating

Income

(Loss)

Depreciation and Amortization

EBITDA

Operating Income (Loss)

Depreciation and Amortization

EBITDA

Premium Logistics & Expedited Freight Services⁽¹⁾

$

642

$

5,144

$

5,786

$

480

$

473

$

953

Truck Brokerage and Management

1,459

191

1,650

1,049

132

1,181

Emergency and Preventative Maintenance

1,522

262

1,784

558

249

807

Household Goods Moving Services

717

525

1,242

(626)

358

(268)

Total non-asset based segments

$

4,340

$

6,122

$

10,462

$

1,461

$

1,212

$

2,673

(1)     Depreciation and amortization consists primarily of amortization of intangibles, including customer relationships and software, which were acquired in conjunction with the purchase of Panther Expedited Services, Inc. on June 15, 2012. Amounts for the three and six months ended June 30, 2012 reflect the period from the date of acquisition, June 15, to June 30.

ARKANSAS BEST CORPORATION

FINANCIAL STATEMENT OPERATING SEGMENT DATA AND OPERATING RATIOS

Three Months Ended

June 30

Six Months Ended

June 30

2013

2012

2013

2012

(Unaudited)

($ thousands)

OPERATING REVENUES

Freight Transportation

$

446,750

$

440,351

$

854,031

$

836,864

Premium Logistics & Expedited Freight Services⁽¹⁾

60,431

10,835

113,683

10,835

Truck Brokerage & Management

16,335

10,021

30,939

18,060

Emergency and Preventative

   Maintenance

32,935

30,101

65,457

52,479

Household Goods Moving Services

21,252

20,479

34,828

35,531

Total non-asset-based segments

130,953

71,436

244,907

116,905

Other revenues and eliminations

(804)

(1,244)

(1,352)

(2,359)

Total consolidated operating revenues

$

576,899

$

510,543

$

1,097,586

$

951,410

OPERATING EXPENSES AND COSTS

Freight Transportation

Salaries, wages, and benefits

$

272,641

61.0%

$

268,995

61.1%

$

539,819

63.2%

$

534,057

63.8%

Fuel, supplies, and expenses

82,441

18.5

82,696

18.8

165,773

19.4

163,336

19.5

Operating taxes and licenses

10,939

2.4

10,823

2.5

21,929

2.6

21,624

2.6

Insurance

6,068

1.4

5,585

1.3

10,552

1.2

10,466

1.3

Communications and utilities

3,879

0.9

3,459

0.8

7,812

0.9

7,258

0.9

Depreciation and amortization

18,967

4.2

19,464

4.4

38,541

4.5

38,037

4.5

Rents and purchased transportation

44,260

9.9

39,681

9.0

82,729

9.7

72,897

8.7

Gain on sale of property and equipment

(182)

–

(231)

(0.1)

(394)

–

(513)

(0.1)

Other

2,240

0.5

2,258

0.5

4,322

0.5

3,940

0.5

441,253

98.8%

432,730

98.3%

871,083

102.0%

851,102

101.7%

Premium Logistics & Expedited

Freight Services⁽¹⁾

Purchased transportation

$

46,233

76.5%

$

8,247

76.1%

$

87,270

76.8%

$

8,247

76.1%

Depreciation and amortization⁽¹⁾

2,594

4.3

473

4.4

5,144

4.5

473

4.4

Other

10,098

16.7

1,635

15.1

20,627

18.1

1,635

15.1

58,925

97.5%

10,355

95.6%

113,041

99.4%

10,355

95.6%

Truck Brokerage & Management

15,643

9,366

29,480

17,011

Emergency and Preventative

   Maintenance

32,125

29,407

63,935

51,921

Household Goods Moving
   Services

20,304

20,314

34,111

36,157

Total non-asset-based segments

126,997

69,442

240,567

115,444

Other expenses and eliminations

232

1,170

870

650

Total consolidated operating

   expenses and costs

$

568,482

$

503,342

$

1,112,520

$

967,196

(1)     Amounts for the three and six months ended June 30, 2012 reflect the period from the purchase of Panther Expedited Services, Inc. on June 15, 2012 to June 30. Depreciation and amortization consists primarily of amortization of intangibles, including customer relationships and software, which were acquired in conjunction with the acquisition.

Note: See the following page for description of segments.

ARKANSAS BEST CORPORATION

FINANCIAL STATEMENT OPERATING SEGMENT DATA AND OPERATING RATIOS – Continued

Three Months Ended

June 30

Six Months Ended

June 30

2013

2012

2013

2012

(Unaudited)

($ thousands)

OPERATING INCOME (LOSS)

Freight Transportation

$

5,497

$

7,621

$

(17,052)

$

(14,238)

Premium Logistics & Expedited
   Freight Services

1,506

480

642

480

Truck Brokerage & Management

692

655

1,459

1,049

Emergency and Preventative

   Maintenance

810

694

1,522

558

Household Goods Moving
   Services

948

165

717

(626)

Total non-asset-based segments

3,956

1,994

4,340

1,461

Other income (loss) and
   eliminations

(1,036)

(2,414)

(2,222)

(3,009)

Total consolidated operating
   income (loss)

$

8,417

$

7,201

$

(14,934)

$

(15,786)

Description of Segments:

• Freight Transportation includes the results of operations of Arkansas Best's largest subsidiary, ABF Freight System, Inc.®.
• Panther Expedited Services, Inc., which was acquired on June 15, 2012, is reported as Premium Logistics & Expedited Freight Services.
• Truck Brokerage and Management includes the transportation brokerage services operating as FreightValue®.
• Emergency and Preventative Maintenance includes the roadside vehicle assistance and commercial equipment services subsidiary FleetNet America, Inc.
• Household Goods Moving Services includes Albert Companies, Inc. and Moving Solutions, Inc. which provide services to the consumer, corporate, and military household goods moving market.

Certain reclassifications have been made to the prior year's operating segment data to conform to the current year presentation. The operating results of Global Supply Chain Services and Supply Chain Services, businesses which provide ocean container transport and warehousing services, have been reclassified from the Freight Transportation segment to "Other and Eliminations." There was no impact on consolidated amounts as a result of these reclassifications.

ARKANSAS BEST CORPORATION

OPERATING STATISTICS

Three Months Ended

Six Months Ended

June 30

June 30

2013

2012

% Change

2013

2012

% Change

(Unaudited)

Freight Transportation ⁽¹⁾

Workdays

64.0

63.5

126.5

127.5

Billed Revenue ⁽²⁾ / CWT           

$

27.79

$

27.79

–

$

27.35

$

27.66

Billed Revenue ⁽²⁾ / Shipment     

$

380.70

$

377.02

1.0%

$

376.71

$

371.77

1.3%

Shipments                                  

1,190,678

1,173,825

1.4%

2,286,356

2,268,844

0.8%

Shipments / Day

18,604

18,485

0.6%

18,074

17,795

1.6%

Tonnage (tons)                           

815,695

796,212

2.4%

1,574,584

1,524,677

3.3%

Tons / Day

12,745

12,539

1.6%

12,447

11,958

4.1%

(1) Based on the previously described reclassifications that have been made to the prior year's operating segment data and statistics to conform to the current year presentation, operations of Global Supply Chain Services and Supply Chain Services are excluded from key operating statistics for the Freight Transportation Segment.

(2) Billed Revenue does not include revenue deferral required for financial statement purposes under the company's revenue recognition policy.