x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
VIRGINIA | 56-0751714 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer | x | Accelerated filer | o |
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | o |
Part I – FINANCIAL INFORMATION | ||
Part II – OTHER INFORMATION | ||
June 30, | |||||||
2013 | December 31, | ||||||
(In thousands, except share and per share data) | (Unaudited) | 2012 | |||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 7,370 | $ | 12,857 | |||
Customer receivables, less allowances of $8,318 and $8,561, respectively | 267,690 | 219,039 | |||||
Other receivables | 3,153 | 1,324 | |||||
Prepaid expenses and other current assets | 26,264 | 21,754 | |||||
Deferred income taxes | 19,605 | 20,054 | |||||
Total current assets | 324,082 | 275,028 | |||||
Property and equipment: | |||||||
Revenue equipment | 981,823 | 922,030 | |||||
Land and structures | 927,809 | 874,768 | |||||
Other fixed assets | 244,868 | 225,298 | |||||
Leasehold improvements | 6,160 | 6,128 | |||||
Total property and equipment | 2,160,660 | 2,028,224 | |||||
Accumulated depreciation | (691,268 | ) | (648,919 | ) | |||
Net property and equipment | 1,469,392 | 1,379,305 | |||||
Goodwill | 19,463 | 19,463 | |||||
Other assets | 41,793 | 38,718 | |||||
Total assets | $ | 1,854,730 | $ | 1,712,514 |
June 30, | |||||||
2013 | December 31, | ||||||
(In thousands, except share and per share data) | (Unaudited) | 2012 | |||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 66,718 | $ | 44,891 | |||
Compensation and benefits | 89,262 | 80,047 | |||||
Claims and insurance accruals | 34,070 | 33,990 | |||||
Other accrued liabilities | 21,329 | 20,906 | |||||
Income taxes payable | 23,346 | 6,327 | |||||
Current maturities of long-term debt | 38,403 | 38,978 | |||||
Total current liabilities | 273,128 | 225,139 | |||||
Long-term liabilities: | |||||||
Long-term debt | 190,394 | 201,429 | |||||
Other non-current liabilities | 111,627 | 106,791 | |||||
Deferred income taxes | 154,804 | 153,186 | |||||
Total long-term liabilities | 456,825 | 461,406 | |||||
Total liabilities | 729,953 | 686,545 | |||||
Commitments and contingent liabilities | |||||||
Shareholders’ equity: | |||||||
Common stock - $0.10 par value, 140,000,000 shares authorized, 86,164,917 shares outstanding at June 30, 2013 and December 31, 2012 | 8,616 | 8,616 | |||||
Capital in excess of par value | 134,401 | 134,401 | |||||
Retained earnings | 981,760 | 882,952 | |||||
Total shareholders’ equity | 1,124,777 | 1,025,969 | |||||
Total liabilities and shareholders’ equity | $ | 1,854,730 | $ | 1,712,514 |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
(In thousands, except share and per share data) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Revenue from operations | $ | 590,304 | $ | 547,452 | $ | 1,128,720 | $ | 1,050,271 | ||||||||
Operating expenses: | ||||||||||||||||
Salaries, wages and benefits | 287,961 | 268,502 | 558,761 | 526,491 | ||||||||||||
Operating supplies and expenses | 95,115 | 93,691 | 190,818 | 187,907 | ||||||||||||
General supplies and expenses | 17,639 | 15,937 | 35,400 | 30,089 | ||||||||||||
Operating taxes and licenses | 17,982 | 17,145 | 35,251 | 33,501 | ||||||||||||
Insurance and claims | 7,602 | 7,652 | 14,872 | 15,335 | ||||||||||||
Communications and utilities | 5,768 | 4,699 | 11,489 | 9,553 | ||||||||||||
Depreciation and amortization | 30,517 | 26,524 | 60,351 | 52,068 | ||||||||||||
Purchased transportation | 27,021 | 24,592 | 50,360 | 46,502 | ||||||||||||
Building and office equipment rents | 3,109 | 3,457 | 6,287 | 6,725 | ||||||||||||
Miscellaneous expenses, net | 17 | 2,665 | 1,614 | 5,294 | ||||||||||||
Total operating expenses | 492,731 | 464,864 | 965,203 | 913,465 | ||||||||||||
Operating income | 97,573 | 82,588 | 163,517 | 136,806 | ||||||||||||
Non-operating expense (income): | ||||||||||||||||
Interest expense | 2,403 | 2,685 | 4,803 | 5,904 | ||||||||||||
Interest income | (42 | ) | (33 | ) | (56 | ) | (85 | ) | ||||||||
Other expense, net | 334 | 875 | 408 | 529 | ||||||||||||
Total non-operating expense | 2,695 | 3,527 | 5,155 | 6,348 | ||||||||||||
Income before income taxes | 94,878 | 79,061 | 158,362 | 130,458 | ||||||||||||
Provision for income taxes | 36,623 | 31,229 | 59,554 | 51,531 | ||||||||||||
Net income | $ | 58,255 | $ | 47,832 | $ | 98,808 | $ | 78,927 | ||||||||
Earnings per share: | ||||||||||||||||
Basic | $ | 0.68 | $ | 0.56 | $ | 1.15 | $ | 0.92 | ||||||||
Diluted | $ | 0.68 | $ | 0.56 | $ | 1.15 | $ | 0.92 | ||||||||
Weighted average shares outstanding: | ||||||||||||||||
Basic | 86,164,917 | 86,164,986 | 86,164,917 | 86,164,986 | ||||||||||||
Diluted | 86,164,917 | 86,164,986 | 86,164,917 | 86,164,986 |
Six Months Ended | |||||||
June 30, | |||||||
(In thousands) | 2013 | 2012 | |||||
Cash flows from operating activities: | |||||||
Net income | $ | 98,808 | $ | 78,927 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 60,351 | 52,068 | |||||
(Gain) loss on sale of property and equipment | (2,332 | ) | 844 | ||||
Deferred income taxes | 2,067 | (2,338 | ) | ||||
Other operating activities, net | (5,030 | ) | 14,921 | ||||
Net cash provided by operating activities | 153,864 | 144,422 | |||||
Cash flows from investing activities: | |||||||
Purchase of property and equipment | (156,354 | ) | (210,019 | ) | |||
Proceeds from sale of property and equipment | 8,613 | 3,098 | |||||
Net cash used in investing activities | (147,741 | ) | (206,921 | ) | |||
Cash flows from financing activities: | |||||||
Proceeds from issuance of long-term debt | — | 412 | |||||
Principal payments under long-term debt agreements | (36,290 | ) | (36,778 | ) | |||
Net proceeds from revolving line of credit | 24,680 | 34,030 | |||||
Net cash used in financing activities | (11,610 | ) | (2,336 | ) | |||
Decrease in cash and cash equivalents | (5,487 | ) | (64,835 | ) | |||
Cash and cash equivalents at beginning of period | 12,857 | 75,850 | |||||
Cash and cash equivalents at end of period | $ | 7,370 | $ | 11,015 | |||
Supplemental disclosure of noncash investing and financing activities: | |||||||
Acquisition of property and equipment by capital lease | $ | — | $ | 1,094 |
(In thousands) | June 30, 2013 | December 31, 2012 | |||||
Senior notes | $ | 191,429 | $ | 227,143 | |||
Revolving credit facility | 34,680 | 10,000 | |||||
Capitalized leases and other obligations | 2,688 | 3,264 | |||||
Total long-term debt | 228,797 | 240,407 | |||||
Less: Current maturities | (38,403 | ) | (38,978 | ) | |||
Total maturities due after one year | $ | 190,394 | $ | 201,429 |
• | Revenue Per Hundredweight - This measurement reflects the application of our pricing policies to the services we provide, which are influenced by competitive market conditions and our growth objectives. Generally, freight is rated by a class system, which is established by the National Motor Freight Traffic Association, Inc. Light, bulky freight typically has a higher class and is priced at higher revenue per hundredweight than dense, heavy freight. Fuel surcharges, accessorial charges, revenue adjustments and revenue for undelivered freight are included in this measurement. Revenue for undelivered freight is deferred for financial statement purposes in accordance with our revenue recognition policy; however, we believe including it in our revenue per hundredweight metrics results in a better indicator of changes in our yields by matching total billed revenue with the corresponding weight of those shipments. |
• | Weight Per Shipment - Fluctuations in weight per shipment can indicate changes in the class, or mix, of freight we receive from our customers, as well as changes in the number of units included in a shipment. Generally, increases in weight per shipment indicate higher demand for our customers' products and overall increased economic activity. Changes in weight per shipment generally have an inverse effect on our revenue per hundredweight, as an increase in weight per shipment will typically cause a decrease in revenue per hundredweight. |
• | Average Length of Haul - We consider lengths of haul less than 500 miles to be regional traffic, lengths of haul between 500 miles and 1,000 miles to be inter-regional traffic, and lengths of haul in excess of 1,000 miles to be national traffic. By analyzing this metric, we can determine the success and growth potential of our service products in these markets. Changes in length of haul generally have a direct effect on our revenue per hundredweight, as an increase in length of haul will typically cause an increase in revenue per hundredweight. |
Three Months Ended | Six Months Ended | ||||||||||
June 30, | June 30, | ||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||
Revenue from operations | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||
Operating expenses: | |||||||||||
Salaries, wages and benefits | 48.8 | 49.0 | 49.5 | 50.1 | |||||||
Operating supplies and expenses | 16.1 | 17.1 | 16.9 | 17.9 | |||||||
General supplies and expenses | 3.0 | 2.9 | 3.1 | 2.9 | |||||||
Operating taxes and licenses | 3.0 | 3.1 | 3.1 | 3.2 | |||||||
Insurance and claims | 1.3 | 1.4 | 1.3 | 1.5 | |||||||
Communications and utilities | 1.0 | 0.9 | 1.0 | 0.9 | |||||||
Depreciation and amortization | 5.2 | 4.8 | 5.3 | 5.0 | |||||||
Purchased transportation | 4.6 | 4.6 | 4.5 | 4.4 | |||||||
Building and office equipment rents | 0.5 | 0.6 | 0.6 | 0.6 | |||||||
Miscellaneous expenses, net | 0.0 | 0.5 | 0.2 | 0.5 | |||||||
Total operating expenses | 83.5 | 84.9 | 85.5 | 87.0 | |||||||
Operating income | 16.5 | 15.1 | 14.5 | 13.0 | |||||||
Interest expense, net * | 0.4 | 0.5 | 0.5 | 0.6 | |||||||
Other expense, net | 0.0 | 0.2 | 0.0 | 0.0 | |||||||
Income before income taxes | 16.1 | 14.4 | 14.0 | 12.4 | |||||||
Provision for income taxes | 6.2 | 5.7 | 5.2 | 4.9 | |||||||
Net income | 9.9 | % | 8.7 | % | 8.8 | % | 7.5 | % |
* | For the purpose of this table, interest expense is presented net of interest income. |
Three Months Ended | Six Months Ended | ||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||
2013 | 2012 | % Change | 2013 | 2012 | % Change | ||||||||||||||||
Work days | 64 | 64 | — | % | 127 | 128 | (0.8 | )% | |||||||||||||
Revenue (in thousands) | $ | 590,304 | $ | 547,452 | 7.8 | % | $ | 1,128,720 | $ | 1,050,271 | 7.5 | % | |||||||||
Operating ratio | 83.5 | % | 84.9 | % | 85.5 | % | 87.0 | % | |||||||||||||
Net income (in thousands) | $ | 58,255 | $ | 47,832 | 21.8 | % | $ | 98,808 | $ | 78,927 | 25.2 | % | |||||||||
Diluted earnings per share | $ | 0.68 | $ | 0.56 | 21.4 | % | $ | 1.15 | $ | 0.92 | 25.0 | % | |||||||||
Total tons (in thousands) | 1,879 | 1,779 | 5.6 | % | 3,596 | 3,437 | 4.6 | % | |||||||||||||
Shipments (in thousands) | 2,115 | 2,002 | 5.6 | % | 4,036 | 3,875 | 4.2 | % | |||||||||||||
Weight per shipment (lbs.) | 1,777 | 1,777 | — | % | 1,782 | 1,774 | 0.5 | % | |||||||||||||
Revenue per hundredweight | $ | 15.76 | $ | 15.40 | 2.3 | % | $ | 15.71 | $ | 15.32 | 2.5 | % | |||||||||
Revenue per shipment | $ | 279.94 | $ | 273.68 | 2.3 | % | $ | 279.98 | $ | 271.71 | 3.0 | % | |||||||||
Average length of haul (miles) | 940 | 940 | — | % | 937 | 943 | (0.6 | )% |
Six Months Ended | |||||||
June 30, | |||||||
(In thousands) | 2013 | 2012 | |||||
Cash and cash equivalents at beginning of period | $ | 12,857 | $ | 75,850 | |||
Cash flows provided by (used in): | |||||||
Operating activities | 153,864 | 144,422 | |||||
Investing activities | (147,741 | ) | (206,921 | ) | |||
Financing activities | (11,610 | ) | (2,336 | ) | |||
Decrease in cash and cash equivalents | (5,487 | ) | (64,835 | ) | |||
Cash and cash equivalents at end of period | $ | 7,370 | $ | 11,015 |
June 30, | December 31, | ||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | 2010 | |||||||||||
Land and structures | $ | 59,586 | $ | 143,701 | $ | 73,463 | $ | 49,867 | |||||||
Tractors | 37,102 | 113,257 | 69,837 | 35,777 | |||||||||||
Trailers | 39,013 | 83,405 | 62,326 | 5,020 | |||||||||||
Technology | 8,417 | 13,950 | 24,767 | 11,866 | |||||||||||
Other | 12,236 | 19,974 | 28,945 | 5,000 | |||||||||||
Proceeds from sales | (8,613 | ) | (12,018 | ) | (5,436 | ) | (2,604 | ) | |||||||
Total | $ | 147,741 | $ | 362,269 | $ | 253,902 | $ | 104,926 |
(In thousands) | June 30, 2013 | December 31, 2012 | |||||
Facility limit | $ | 200,000 | $ | 200,000 | |||
Line of credit borrowings | (34,680 | ) | (10,000 | ) | |||
Outstanding letters of credit | (57,758 | ) | (52,423 | ) | |||
Available borrowing capacity | $ | 107,562 | $ | 137,577 |
• | the competitive environment with respect to industry capacity and pricing, including the use of fuel surcharges, such that our total overall pricing is sufficient to cover our operating expenses; |
• | our ability to collect fuel surcharges and the effectiveness of those fuel surcharges in mitigating the impact of fluctuating prices for fuel and other petroleum-based products; |
• | the negative impact of any unionization, or the passage of legislation or regulations that could facilitate unionization, of our employees; |
• | the challenges associated with executing our growth strategy, including the inability to successfully consummate and integrate acquisitions, if any; |
• | changes in our goals and strategies, which are subject to change at any time at our discretion; |
• | various economic factors such as economic recessions and downturns in customers’ business cycles and shipping requirements; |
• | increases in driver compensation or difficulties attracting and retaining qualified drivers to meet freight demand; |
• | our exposure to claims related to cargo loss and damage, property damage, personal injury, workers' compensation, group health and group dental, including increased premiums, adverse loss development, increased self-insured retention levels, and claims in excess of coverage levels; |
• | potential cost increases associated with healthcare legislation; |
• | the availability and cost of capital for our significant ongoing cash requirements; |
• | the availability and cost of replacement parts and new equipment, including any regulatory changes and supply constraints that could impact the cost of these assets; |
• | decreases in demand for, and the value of, used equipment; |
• | the availability and cost of diesel fuel; |
• | the costs and potential liabilities related to compliance with, or violations of, existing or future governmental laws and regulations, including environmental laws, engine emissions standards, hours-of-service for our drivers, driver fitness requirements and new safety standards for drivers and equipment; |
• | the costs and potential liabilities related to litigation and governmental proceedings; |
• | the costs and potential adverse impact of non-compliance with rules issued by the Federal Motor Carrier Safety Administration; |
• | seasonal trends in the LTL industry, including the possibility of harsh weather conditions; |
• | our dependence on key employees; |
• | the concentration of our stock ownership with the Congdon family; |
• | the costs and potential adverse impact associated with future changes in accounting standards or practices; |
• | the impact caused by potential disruptions to our information technology systems or our service center network; |
• | damage to our reputation from the misuse of social media; |
• | dilution to existing shareholders caused by any issuance of additional equity; and |
• | other risks and uncertainties indicated from time to time in our SEC filings. |
a) | Evaluation of disclosure controls and procedures |
b) | Changes in internal control over financial reporting |
Exhibit No. | Description |
31.1 | Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
99.1 | Revenue Per Hundredweight Statistics |
101 | The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed on August 8, 2013, formatted in XBRL (eXtensible Business Reporting Language) includes: (i) the Condensed Balance Sheets at June 30, 2013 and December 31, 2012, (ii) the Condensed Statements of Operations for the three and six months ended June 30, 2013 and 2012, (iii) the Condensed Statements of Cash Flows for the six months ended June 30, 2013 and 2012, and (iv) the Notes to the Condensed Financial Statements |
OLD DOMINION FREIGHT LINE, INC. | ||||
DATE: | August 8, 2013 | /s/ J. WES FRYE | ||
J. Wes Frye | ||||
Senior Vice President – Finance and Chief Financial Officer (Principal Financial Officer) | ||||
DATE: | August 8, 2013 | /s/ JOHN P. BOOKER, III | ||
John P. Booker, III | ||||
Vice President - Controller (Principal Accounting Officer) |
Exhibit No. | Description |
31.1 | Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
99.1 | Revenue Per Hundredweight Statistics |
101 | The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed on August 8, 2013, formatted in XBRL (eXtensible Business Reporting Language) includes: (i) the Condensed Balance Sheets at June 30, 2013 and December 31, 2012, (ii) the Condensed Statements of Operations for the three and six months ended June 30, 2013 and 2012, (iii) the Condensed Statements of Cash Flows for the six months ended June 30, 2013 and 2012, and (iv) the Notes to the Condensed Financial Statements |
1. | I have reviewed this quarterly report on Form 10-Q of Old Dominion Freight Line, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | August 8, 2013 | |
/s/ DAVID S. CONGDON | ||
President and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Old Dominion Freight Line, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | August 8, 2013 | |
/s/ J. WES FRYE | ||
Senior Vice President - Finance and Chief Financial Officer |
(1) | I am the President and Chief Executive Officer of Old Dominion Freight Line, Inc. (the “Issuer”). |
(2) | Accompanying this certification is the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (the “Quarterly Report”), a periodic report filed by the Issuer with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which contains financial statements. |
(3) | I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: |
◦ | The Quarterly Report containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act, and |
◦ | The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer for the periods presented. |
/s/ DAVID S. CONGDON | ||
Name: | David S. Congdon | |
Date: | August 8, 2013 |
(1) | I am the Senior Vice President – Finance and Chief Financial Officer of Old Dominion Freight Line, Inc. (the “Issuer”). |
(2) | Accompanying this certification is the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (the “Quarterly Report”), a periodic report filed by the Issuer with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which contains financial statements. |
(3) | I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: |
◦ | The Quarterly Report containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act, and |
◦ | The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer for the periods presented. |
/s/ J. WES FRYE | ||
Name: | J. Wes Frye | |
Date: | August 8, 2013 |
Quarter | ||||||||||||||||||||
Year | First | Second | Third | Fourth | Annual | |||||||||||||||
2009 | $ | 12.69 | $ | 12.67 | $ | 13.08 | $ | 12.97 | $ | 12.85 | ||||||||||
2010 | $ | 13.01 | $ | 13.09 | $ | 13.24 | $ | 13.73 | $ | 13.28 | ||||||||||
2011 | $ | 14.42 | $ | 14.91 | $ | 15.00 | $ | 15.17 | $ | 14.88 | ||||||||||
2012 | $ | 15.22 | $ | 15.40 | $ | 15.61 | $ | 15.87 | $ | 15.53 | ||||||||||
2013 | $ | 15.67 | $ | 15.76 |
Quarter | ||||||||||||||||||||
Year | First | Second | Third | Fourth | Annual | |||||||||||||||
2009 | $ | 11.65 | $ | 11.58 | $ | 11.75 | $ | 11.57 | $ | 11.64 | ||||||||||
2010 | $ | 11.54 | $ | 11.48 | $ | 11.67 | $ | 11.97 | $ | 11.67 | ||||||||||
2011 | $ | 12.24 | $ | 12.38 | $ | 12.55 | $ | 12.72 | $ | 12.47 | ||||||||||
2012 | $ | 12.70 | $ | 12.88 | $ | 13.07 | $ | 13.21 | $ | 12.97 | ||||||||||
2013 | $ | 13.06 | $ | 13.25 |
Condensed Statements Of Operations (USD $)
In Thousands, except Share data, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Income Statement [Abstract] | ||||
Revenue from operations | $ 590,304 | $ 547,452 | $ 1,128,720 | $ 1,050,271 |
Operating expenses: | ||||
Salaries, wages and benefits | 287,961 | 268,502 | 558,761 | 526,491 |
Operating supplies and expenses | 95,115 | 93,691 | 190,818 | 187,907 |
General supplies and expenses | 17,639 | 15,937 | 35,400 | 30,089 |
Operating taxes and licenses | 17,982 | 17,145 | 35,251 | 33,501 |
Insurance and claims | 7,602 | 7,652 | 14,872 | 15,335 |
Communications and utilities | 5,768 | 4,699 | 11,489 | 9,553 |
Depreciation and amortization | 30,517 | 26,524 | 60,351 | 52,068 |
Purchased transportation | 27,021 | 24,592 | 50,360 | 46,502 |
Building and office equipment rents | 3,109 | 3,457 | 6,287 | 6,725 |
Miscellaneous expenses, net | 17 | 2,665 | 1,614 | 5,294 |
Total operating expenses | 492,731 | 464,864 | 965,203 | 913,465 |
Operating income | 97,573 | 82,588 | 163,517 | 136,806 |
Non-operating expense (income): | ||||
Interest expense | 2,403 | 2,685 | 4,803 | 5,904 |
Interest income | (42) | (33) | (56) | (85) |
Other expense (income), net | 334 | 875 | 408 | 529 |
Total non-operating expense | 2,695 | 3,527 | 5,155 | 6,348 |
Income before income taxes | 94,878 | 79,061 | 158,362 | 130,458 |
Provision for income taxes | 36,623 | 31,229 | 59,554 | 51,531 |
Net income | $ 58,255 | $ 47,832 | $ 98,808 | $ 78,927 |
Earnings per share: | ||||
Basic | $ 0.68 | $ 0.56 | $ 1.15 | $ 0.92 |
Diluted | $ 0.68 | $ 0.56 | $ 1.15 | $ 0.92 |
Weighted average shares outstanding: | ||||
Basic | 86,164,917 | 86,164,986 | 86,164,917 | 86,164,986 |
Diluted | 86,164,917 | 86,164,986 | 86,164,917 | 86,164,986 |
Subsequent Events
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Subsequent Events [Abstract] | |
Subsequent Events | Note 5. Subsequent Events Management evaluated all subsequent events and transactions through the issuance date of these financial statements, and concluded that no subsequent events or transactions have occurred that require recognition or disclosure in our financial statements. |
Significant Accounting Policies
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 1. Significant Accounting Policies Basis of Presentation The accompanying unaudited, interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and, in management’s opinion, contain all adjustments (consisting of normal recurring items) necessary for a fair presentation, in all material respects, of the financial position and results of operations for the periods presented. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The preparation of condensed financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Our operating results are subject to seasonal trends; therefore, the results of operations for the interim period ended June 30, 2013 are not necessarily indicative of the results that may be expected for subsequent quarterly periods or the year ending December 31, 2013. The condensed financial statements should be read in conjunction with the financial statements and related notes, which appear in our Annual Report on Form 10-K for the year ended December 31, 2012. There have been no significant changes in the accounting principles and policies, long-term contracts or estimates inherent in the preparation of the condensed financial statements of Old Dominion Freight Line, Inc. as previously described in our Annual Report on Form 10-K for the year ended December 31, 2012. Unless the context requires otherwise, references in these Notes to “Old Dominion,” the “Company,” “we,” “us” and “our” refer to Old Dominion Freight Line, Inc. Prior Period Adjustments During the second quarter of 2013, we determined that the costs of purchased transportation for certain truckload brokerage and freight forwarding services, which were previously netted against revenue, met the criteria to be presented separately in operating expenses in accordance with Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition. The amount of these costs that are now included in “Purchased transportation” on our Condensed Statements of Operations totaled $6.8 million and $5.9 million for the second quarter of 2013 and 2012, respectively, and $12.7 million and $11.6 million for the six months ended June 30, 2013 and 2012, respectively. The accompanying Condensed Statements of Operations for the three and six months ended June 30, 2012 were corrected to reflect the immaterial increases to both revenue and purchased transportation expense. There was no effect on retained earnings, operating income, net income or earnings per share for any period presented. The Company will also record correcting adjustments to increase both revenue and purchased transportation for the third and fourth quarters of 2012 of $6.0 million and $6.5 million, respectively. Common Stock Split On August 13, 2012, we announced a three-for-two common stock split for shareholders of record as of the close of business on the record date, August 24, 2012. On September 7, 2012 those shareholders received one additional share of common stock for every two shares owned. In lieu of fractional shares, shareholders received a cash payment based on the average of the high and low sales prices of our common stock on the record date. All references in this report to shares outstanding, weighted average shares outstanding and earnings per share amounts have been restated retroactively for this stock split. Fair Values of Financial Instruments The carrying values of financial instruments included in current assets and liabilities, such as cash and cash equivalents, customer and other receivables, trade payables and current maturities of long-term debt, approximate their fair value due to the short maturities of these instruments. The carrying value of our total long-term debt, including current maturities, was $228.8 million and $240.4 million at June 30, 2013 and December 31, 2012, respectively. The estimated fair value of our total long-term debt was $237.4 million and $247.9 million at June 30, 2013 and December 31, 2012, respectively. The balance of our long-term debt primarily consists of our senior notes for which fair value is estimated using market interest rates for similar issuances of private debt. Since this methodology is based upon indicative market interest rates, the measurement is categorized as Level 2 under the three-level fair value hierarchy as established by the Financial Accounting Standards Board (the “FASB”). Earnings Per Share Earnings per share is computed using the weighted average number of common shares outstanding during the period. |
Income Taxes Income Taxes
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 3. Income Taxes Our effective tax rate for the three and six months ended June 30, 2013 was 38.6% and 37.6%, respectively, as compared to 39.5% for both comparable periods of 2012. On January 2, 2013, Congress enacted the American Taxpayer Relief Act of 2012, which reinstated alternative fuel tax credits that previously expired on December 31, 2011 and extended those credits until December 31, 2013. As a result, our first quarter of 2013 tax rate included the favorable impact of a discrete tax adjustment of $1.6 million for the full amount of credits related to our use of alternative fuel in 2012. Additionally, our year-to-date effective tax rate in 2013 benefited from the discrete item above and the extension of those credits until December 31, 2013. Our effective tax rate generally exceeds the federal statutory rate of 35% due to the impact of state taxes, and, to a lesser extent, certain other non-deductible items. |
Significant Accounting Policies (Policy)
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Accounting Policies [Abstract] | |
Basis Of Presentation | Basis of Presentation The accompanying unaudited, interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and, in management’s opinion, contain all adjustments (consisting of normal recurring items) necessary for a fair presentation, in all material respects, of the financial position and results of operations for the periods presented. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The preparation of condensed financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Our operating results are subject to seasonal trends; therefore, the results of operations for the interim period ended June 30, 2013 are not necessarily indicative of the results that may be expected for subsequent quarterly periods or the year ending December 31, 2013. The condensed financial statements should be read in conjunction with the financial statements and related notes, which appear in our Annual Report on Form 10-K for the year ended December 31, 2012. There have been no significant changes in the accounting principles and policies, long-term contracts or estimates inherent in the preparation of the condensed financial statements of Old Dominion Freight Line, Inc. as previously described in our Annual Report on Form 10-K for the year ended December 31, 2012. Unless the context requires otherwise, references in these Notes to “Old Dominion,” the “Company,” “we,” “us” and “our” refer to Old Dominion Freight Line, Inc. |
Accounting Changes and Error Corrections [Text Block] | Prior Period Adjustments During the second quarter of 2013, we determined that the costs of purchased transportation for certain truckload brokerage and freight forwarding services, which were previously netted against revenue, met the criteria to be presented separately in operating expenses in accordance with Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition. The amount of these costs that are now included in “Purchased transportation” on our Condensed Statements of Operations totaled $6.8 million and $5.9 million for the second quarter of 2013 and 2012, respectively, and $12.7 million and $11.6 million for the six months ended June 30, 2013 and 2012, respectively. The accompanying Condensed Statements of Operations for the three and six months ended June 30, 2012 were corrected to reflect the immaterial increases to both revenue and purchased transportation expense. There was no effect on retained earnings, operating income, net income or earnings per share for any period presented. The Company will also record correcting adjustments to increase both revenue and purchased transportation for the third and fourth quarters of 2012 of $6.0 million and $6.5 million, respectively. |
Common Stock Split | Common Stock Split On August 13, 2012, we announced a three-for-two common stock split for shareholders of record as of the close of business on the record date, August 24, 2012. On September 7, 2012 those shareholders received one additional share of common stock for every two shares owned. In lieu of fractional shares, shareholders received a cash payment based on the average of the high and low sales prices of our common stock on the record date. All references in this report to shares outstanding, weighted average shares outstanding and earnings per share amounts have been restated retroactively for this stock split. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Values of Financial Instruments The carrying values of financial instruments included in current assets and liabilities, such as cash and cash equivalents, customer and other receivables, trade payables and current maturities of long-term debt, approximate their fair value due to the short maturities of these instruments. The carrying value of our total long-term debt, including current maturities, was $228.8 million and $240.4 million at June 30, 2013 and December 31, 2012, respectively. The estimated fair value of our total long-term debt was $237.4 million and $247.9 million at June 30, 2013 and December 31, 2012, respectively. |
Earnings Per Share, Policy [Policy Text Block] | Earnings Per Share Earnings per share is computed using the weighted average number of common shares outstanding during the period. |
Commitments And Contingencies
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | Note 4. Commitments and Contingencies We are involved in various legal proceedings and claims that have arisen in the ordinary course of our business that have not been fully adjudicated. Many of these are covered in whole or in part by insurance. Our management does not believe that these actions, when finally concluded and determined, will have a material adverse effect upon our financial position, results of operations or cash flows. |