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 | ||
March 31, | |||||||
2016 | December 31, | ||||||
(In thousands, except share and per share data) | (Unaudited) | 2015 | |||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 7,133 | $ | 11,472 | |||
Customer receivables, less allowances of $8,925 and $8,976, respectively | 311,650 | 310,501 | |||||
Other receivables | 4,554 | 34,547 | |||||
Prepaid expenses and other current assets | 32,287 | 25,210 | |||||
Total current assets | 355,624 | 381,730 | |||||
Property and equipment: | |||||||
Revenue equipment | 1,409,501 | 1,358,317 | |||||
Land and structures | 1,266,327 | 1,221,250 | |||||
Other fixed assets | 375,260 | 365,673 | |||||
Leasehold improvements | 8,686 | 7,585 | |||||
Total property and equipment | 3,059,774 | 2,952,825 | |||||
Accumulated depreciation | (961,616 | ) | (929,377 | ) | |||
Net property and equipment | 2,098,158 | 2,023,448 | |||||
Goodwill | 19,463 | 19,463 | |||||
Other assets | 42,195 | 41,863 | |||||
Total assets | $ | 2,515,440 | $ | 2,466,504 |
March 31, | |||||||
2016 | December 31, | ||||||
(In thousands, except share and per share data) | (Unaudited) | 2015 | |||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 81,079 | $ | 66,774 | |||
Compensation and benefits | 118,226 | 124,589 | |||||
Claims and insurance accruals | 44,497 | 44,917 | |||||
Other accrued liabilities | 24,944 | 22,634 | |||||
Income taxes payable | 28,881 | — | |||||
Current maturities of long-term debt | 25,596 | 26,488 | |||||
Total current liabilities | 323,223 | 285,402 | |||||
Long-term liabilities: | |||||||
Long-term debt | 99,726 | 107,317 | |||||
Other non-current liabilities | 157,161 | 154,094 | |||||
Deferred income taxes | 235,054 | 235,054 | |||||
Total long-term liabilities | 491,941 | 496,465 | |||||
Total liabilities | 815,164 | 781,867 | |||||
Commitments and contingent liabilities | |||||||
Shareholders’ equity: | |||||||
Common stock - $0.10 par value, 140,000,000 shares authorized, 83,649,398 and 84,411,878 shares outstanding at March 31, 2016 and December 31, 2015, respectively | 8,365 | 8,441 | |||||
Capital in excess of par value | 134,401 | 134,401 | |||||
Retained earnings | 1,557,510 | 1,541,795 | |||||
Total shareholders’ equity | 1,700,276 | 1,684,637 | |||||
Total liabilities and shareholders’ equity | $ | 2,515,440 | $ | 2,466,504 |
Three Months Ended | ||||||||
March 31, | ||||||||
(In thousands, except share and per share data) | 2016 | 2015 | ||||||
Revenue from operations | $ | 707,733 | $ | 696,245 | ||||
Operating expenses: | ||||||||
Salaries, wages and benefits | 400,869 | 368,442 | ||||||
Operating supplies and expenses | 75,372 | 88,049 | ||||||
General supplies and expenses | 21,142 | 21,292 | ||||||
Operating taxes and licenses | 23,188 | 22,274 | ||||||
Insurance and claims | 10,244 | 10,042 | ||||||
Communications and utilities | 7,005 | 6,775 | ||||||
Depreciation and amortization | 44,772 | 38,788 | ||||||
Purchased transportation | 18,496 | 30,148 | ||||||
Building and office equipment rents | 2,273 | 2,278 | ||||||
Miscellaneous expenses, net | 4,824 | 4,592 | ||||||
Total operating expenses | 608,185 | 592,680 | ||||||
Operating income | 99,548 | 103,565 | ||||||
Non-operating expense (income): | ||||||||
Interest expense | 1,183 | 1,569 | ||||||
Interest income | (16 | ) | (71 | ) | ||||
Other expense, net | 516 | 237 | ||||||
Total non-operating expense | 1,683 | 1,735 | ||||||
Income before income taxes | 97,865 | 101,830 | ||||||
Provision for income taxes | 37,580 | 39,306 | ||||||
Net income | $ | 60,285 | $ | 62,524 | ||||
Earnings per share: | ||||||||
Basic | $ | 0.72 | $ | 0.73 | ||||
Diluted | $ | 0.72 | $ | 0.73 | ||||
Weighted average shares outstanding: | ||||||||
Basic | 83,983,028 | 85,970,829 | ||||||
Diluted | 83,983,028 | 85,970,829 |
Three Months Ended | |||||||
March 31, | |||||||
(In thousands) | 2016 | 2015 | |||||
Cash flows from operating activities: | |||||||
Net income | $ | 60,285 | $ | 62,524 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 44,772 | 38,788 | |||||
Loss (gain) on sale of property and equipment | 200 | (33 | ) | ||||
Other operating activities, net | 63,136 | 71,315 | |||||
Net cash provided by operating activities | 168,393 | 172,594 | |||||
Cash flows from investing activities: | |||||||
Purchase of property and equipment | (120,294 | ) | (72,153 | ) | |||
Proceeds from sale of property and equipment | 691 | 1,851 | |||||
Net cash used in investing activities | (119,603 | ) | (70,302 | ) | |||
Cash flows from financing activities: | |||||||
Principal payments under long-term debt agreements | (892 | ) | (10,714 | ) | |||
Net payments on revolving line of credit | (7,591 | ) | — | ||||
Payments for share repurchases | (44,646 | ) | (13,327 | ) | |||
Net cash used in financing activities | (53,129 | ) | (24,041 | ) | |||
(Decrease) increase in cash and cash equivalents | (4,339 | ) | 78,251 | ||||
Cash and cash equivalents at beginning of period | 11,472 | 34,787 | |||||
Cash and cash equivalents at end of period | $ | 7,133 | $ | 113,038 |
Three Months Ended | |||||||
March 31, | |||||||
(In thousands) | 2016 | 2015 | |||||
Acquisition of property and equipment by capital lease | $ | — | $ | 3,552 |
(In thousands) | March 31, 2016 | December 31, 2015 | |||||
Senior notes | $ | 120,000 | $ | 120,000 | |||
Revolving credit facility | 4,726 | 12,317 | |||||
Capitalized leases and other obligations | 596 | 1,488 | |||||
Total long-term debt and capital lease obligations | 125,322 | 133,805 | |||||
Less: Current maturities | (25,596 | ) | (26,488 | ) | |||
Total maturities due after one year | $ | 99,726 | $ | 107,317 |
• | LTL 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. |
• | LTL Weight Per Shipment - Fluctuations in weight per shipment can indicate changes in the 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 can also be influenced by shifts between LTL and other modes of transportation, such as truckload and intermodal, in response to capacity, service and pricing issues. Fluctuations in weight per shipment generally have an inverse effect on our revenue per hundredweight, as a decrease in weight per shipment will typically cause an increase 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. This metric is used to analyze our tonnage and pricing trends for shipments with similar characteristics, and also allows for comparison with other transportation providers serving specific markets. 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 | |||||
March 31, | |||||
2016 | 2015 | ||||
Revenue from operations | 100.0 | % | 100.0 | % | |
Operating expenses: | |||||
Salaries, wages and benefits | 56.6 | 52.9 | |||
Operating supplies and expenses | 10.6 | 12.6 | |||
General supplies and expenses | 3.0 | 3.1 | |||
Operating taxes and licenses | 3.3 | 3.2 | |||
Insurance and claims | 1.5 | 1.4 | |||
Communications and utilities | 1.0 | 1.0 | |||
Depreciation and amortization | 6.3 | 5.6 | |||
Purchased transportation | 2.6 | 4.3 | |||
Building and office equipment rents | 0.3 | 0.3 | |||
Miscellaneous expenses, net | 0.7 | 0.7 | |||
Total operating expenses | 85.9 | 85.1 | |||
Operating income | 14.1 | 14.9 | |||
Interest expense, net * | 0.2 | 0.2 | |||
Other expense, net | 0.1 | 0.1 | |||
Income before income taxes | 13.8 | 14.6 | |||
Provision for income taxes | 5.3 | 5.6 | |||
Net income | 8.5 | % | 9.0 | % |
* | For the purpose of this table, interest expense is presented net of interest income. |
Three Months Ended | ||||||||||
March 31, | ||||||||||
2016 | 2015 | % Change | ||||||||
Work days | 64 | 63 | 1.6 | % | ||||||
Revenue (in thousands) | $ | 707,733 | $ | 696,245 | 1.6 | % | ||||
Operating ratio | 85.9 | % | 85.1 | % | ||||||
Net income (in thousands) | $ | 60,285 | $ | 62,524 | (3.6 | )% | ||||
Diluted earnings per share | $ | 0.72 | $ | 0.73 | (1.4 | )% | ||||
LTL tons (in thousands) | 1,924 | 1,872 | 2.8 | % | ||||||
LTL shipments (in thousands) | 2,489 | 2,344 | 6.2 | % | ||||||
LTL weight per shipment (lbs.) | 1,546 | 1,598 | (3.3 | )% | ||||||
LTL revenue per hundredweight | $ | 18.14 | $ | 18.08 | 0.3 | % | ||||
LTL revenue per shipment | $ | 280.33 | $ | 288.83 | (2.9 | )% | ||||
Average length of haul (miles) | 935 | 928 | 0.8 | % |
Three Months Ended | |||||||
March 31, | |||||||
(In thousands) | 2016 | 2015 | |||||
Cash and cash equivalents at beginning of period | $ | 11,472 | $ | 34,787 | |||
Cash flows provided by (used in): | |||||||
Operating activities | 168,393 | 172,594 | |||||
Investing activities | (119,603 | ) | (70,302 | ) | |||
Financing activities | (53,129 | ) | (24,041 | ) | |||
(Decrease) increase in cash and cash equivalents | (4,339 | ) | 78,251 | ||||
Cash and cash equivalents at end of period | $ | 7,133 | $ | 113,038 |
March 31, | December 31, | ||||||||||||||
(In thousands) | 2016 | 2015 | 2014 | 2013 | |||||||||||
Land and structures | $ | 46,293 | $ | 153,460 | $ | 117,487 | $ | 126,424 | |||||||
Tractors | 34,012 | 128,911 | 91,750 | 59,317 | |||||||||||
Trailers | 29,172 | 114,209 | 80,853 | 70,042 | |||||||||||
Technology | 4,776 | 32,044 | 38,264 | 15,032 | |||||||||||
Other equipment and assets | 6,041 | 36,987 | 39,326 | 31,391 | |||||||||||
Proceeds from sales | (691 | ) | (24,442 | ) | (21,866 | ) | (11,235 | ) | |||||||
Total | $ | 119,603 | $ | 441,169 | $ | 345,814 | $ | 290,971 |
(In thousands) | March 31, 2016 | December 31, 2015 | |||||
Facility limit | $ | 250,000 | $ | 250,000 | |||
Line of credit borrowings | (4,726 | ) | (12,317 | ) | |||
Outstanding letters of credit | (67,719 | ) | (67,719 | ) | |||
Available borrowing capacity | $ | 177,555 | $ | 169,964 |
• | 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 diesel 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 any acquisitions; |
• | 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 insured coverage levels; |
• | cost increases associated with employee benefits, including compliance obligations associated with the Patient Protection and Affordable Care Act; |
• | the availability and cost of capital for our significant ongoing cash requirements; |
• | the availability and cost of new equipment and replacement parts, including 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 various legal proceedings and claims that have arisen in the ordinary course of our business, some of which include class-action allegations; |
• | the costs and potential liabilities related to governmental proceedings; |
• | the costs and potential liabilities related to our international business operations and relationships; |
• | the costs and potential adverse impact of compliance with, or violations of, current and future rules issued by the Department of Transportation, the Federal Motor Carrier Safety Administration, including its Compliance, Safety, Accountability initiative, and other regulatory agencies; |
• | seasonal trends in the less-than-truckload industry, including 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; |
• | potential costs associated with cyber incidents and other risks, including system failure, security breach, disruption by malware or other damage; |
• | the impact of potential disruptions to our information technology systems or our service center network; |
• | damage to our reputation from the misuse of social media; |
• | the costs and potential adverse impact of compliance with anti-terrorism measures on our business; |
• | dilution to existing shareholders caused by any issuance of additional equity; and |
• | other risks and uncertainties described in our most recent Annual Report on Form 10-K and other filings with the SEC. |
a) | Evaluation of disclosure controls and procedures |
b) | Changes in internal control over financial reporting |
ISSUER PURCHASES OF EQUITY SECURITIES | ||||||||||||||
Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs | |||||||||||
January 1-31, 2016 | 297,196 | $ | 53.84 | 297,196 | $ | 64,351,146 | ||||||||
February 1-29, 2016 | 306,416 | $ | 58.54 | 306,416 | $ | 46,413,289 | ||||||||
March 1-31, 2016 | 158,868 | $ | 67.41 | 158,868 | $ | 35,704,580 | ||||||||
Total | 762,480 | $ | 58.55 | 762,480 |
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 |
101 | The following financial information from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed on May 6, 2016, formatted in XBRL (eXtensible Business Reporting Language) includes: (i) the Condensed Balance Sheets at March 31, 2016 and December 31, 2015, (ii) the Condensed Statements of Operations for the three months ended March 31, 2016 and 2015, (iii) the Condensed Statements of Cash Flows for the three months ended March 31, 2016 and 2015, and (iv) the Notes to the Condensed Financial Statements |
OLD DOMINION FREIGHT LINE, INC. | ||||
DATE: | May 6, 2016 | /s/ ADAM N. SATTERFIELD | ||
Adam N. Satterfield | ||||
Senior Vice President - Finance and Chief Financial Officer (Principal Financial Officer) | ||||
DATE: | May 6, 2016 | /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 |
101 | The following financial information from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed on May 6, 2016, formatted in XBRL (eXtensible Business Reporting Language) includes: (i) the Condensed Balance Sheets at March 31, 2016 and December 31, 2015, (ii) the Condensed Statements of Operations for the three months ended March 31, 2016 and 2015, (iii) the Condensed Statements of Cash Flows for the three months ended March 31, 2016 and 2015, 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: | May 6, 2016 | |
/s/ DAVID S. CONGDON | ||
Vice Chairman of the Board 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: | May 6, 2016 | |
/s/ ADAM N. SATTERFIELD | ||
Senior Vice President - Finance and | ||
Chief Financial Officer |
(1) | I am the Vice Chairman of the Board 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 March 31, 2016 (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: | May 6, 2016 |
(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 March 31, 2016 (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/ ADAM N. SATTERFIELD | ||
Name: | Adam N. Satterfield | |
Date: | May 6, 2016 |
Document And Entity Information - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
May. 05, 2016 |
|
Document And Entity Information [Abstract] | ||
Entity Registrant Name | OLD DOMINION FREIGHT LINE INC/VA | |
Entity Central Index Key | 0000878927 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | ODFL | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 83,440,538 |
Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Customer receivables, allowances | $ 8,925 | $ 8,976 |
Common stock, par value | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 140,000,000 | 140,000,000 |
Common stock, shares outstanding | 83,649,398 | 84,411,878 |
Significant Accounting Policies |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||
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 March 31, 2016 are not necessarily indicative of the results that may be expected for subsequent quarterly periods or the year ending December 31, 2016. 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, 2015. 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, 2015. Certain amounts in prior years have been reclassified to conform prior years’ financial statements to the current presentation. 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. Fair Values of Financial Instruments The carrying values of financial instruments in current assets and current liabilities approximate their fair value due to the short maturities of these instruments. The carrying value of our total long-term debt, including current maturities, and capital lease obligations was $125.3 million and $133.8 million at March 31, 2016 and December 31, 2015, respectively. The estimated fair value of our total long-term debt and capital lease obligations was $131.3 million and $139.1 million at March 31, 2016 and December 31, 2015, respectively. The fair value measurement of our senior notes was determined using a discounted cash flow analysis that factors in current market yields for comparable borrowing arrangements under our credit profile. Since this methodology is based upon market yields for comparable arrangements, the measurement is categorized as Level 2 under the three-level fair value hierarchy as established by the Financial Accounting Standards Board (the “FASB”). Earnings Per Share Earnings per share is computed using the weighted average number of common shares outstanding during the period. Stock Repurchase Program On November 10, 2014, we announced that our Board of Directors had approved a stock repurchase program authorizing us to repurchase up to an aggregate of $200.0 million of our outstanding common stock. We may repurchase shares from time-to-time in open market purchases or through privately negotiated transactions. The program expires on November 6, 2016. Shares of our common stock repurchased by us under the repurchase program are canceled at the time of repurchase and are authorized but unissued shares of our common stock. As of March 31, 2016, we had repurchased a total of 2,515,519 shares for $164.3 million, and $35.7 million remained authorized under the program. Supplemental Disclosure of Noncash Investing and Financing Activities Investing and financing activities that are not reported in the Condensed Statements of Cash Flows due to their non-cash nature are summarized below:
Recent Accounting Pronouncements In April 2015, the FASB issued ASU 2015-05, "Customer's Accounting for Fees Paid in a Cloud Computing Arrangement" (Topic 350). This ASU provides additional guidance for software licenses within a cloud computing arrangement. Under ASU 2015-05, if a cloud computing arrangement contains a software license, customers should account for the license element of the arrangement in a manner consistent with the acquisition of other software licenses. If the arrangement does not contain a software license, customers should account for the arrangement as a service contract. We adopted the provisions of ASU 2015-05 in the first quarter of 2016 without a material impact on our financial position, results of operations or cash flows. In April 2015, the FASB issued ASU 2015-03, "Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs" (Topic 835-30). This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the related debt's carrying value, which is consistent with the presentation of debt discounts. In June 2015, the FASB issued ASU 2015-15, "Interest - Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements". This ASU adds further clarity to ASU 2015-03 for debt issuance costs related to line-of-credit-arrangements. We adopted the provisions of ASU 2015-03 and ASU 2015-15 in the first quarter of 2016 without a material impact on our financial position, results of operations or cash flows. |
Long-Term Debt |
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Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Debt | Note 2. Long-Term Debt Long-term debt consisted of the following:
We had two outstanding unsecured senior note agreements with an aggregate amount outstanding of $120.0 million at March 31, 2016 and December 31, 2015, respectively. These notes include scheduled principal payments with maturities through 2021, of which $25.0 million is due in the next twelve months. Interest rates on these notes are fixed and range from 4.00% to 5.85%. The effective average interest rate on our outstanding senior note agreements was 4.68% at March 31, 2016 and December 31, 2015. On December 15, 2015, we entered into an amended and restated credit agreement with Wells Fargo Bank, National Association ("Wells Fargo") serving as administrative agent for the lenders (the "2015 Credit Agreement"). The 2015 Credit Agreement provides for a five-year, $250.0 million senior unsecured revolving line of credit. We may also request an increase in the line of credit commitments up to an aggregate of $350.0 million, which may include Term Loan Commitments, in minimum increments of $25.0 million. Of the $250.0 million line of credit commitments, up to $100.0 million may be used for letters of credit and $30.0 million may be used for borrowings under the Wells Fargo Sweep Plus Loan Program (the "Sweep Program"). We utilize the Sweep Program to manage our daily cash needs, as it automatically initiates borrowings to cover overnight cash requirements primarily for working capital needs. At our option, borrowings under the 2015 Credit Agreement bear interest at either: (i) LIBOR plus an applicable margin (based on our ratio of debt-to-total capitalization) that ranges from 1.0% to 1.50%; or (ii) a Base Rate plus an applicable margin (based on our ratio of debt-to-total capitalization) that ranges from 0.0% to 0.5%. Loans under the Sweep Program bear interest at the LIBOR plus applicable margin rate. Letter of credit fees equal to the applicable margin for LIBOR and Base Rate loans are charged quarterly in arrears on the daily average aggregate stated amount of all letters of credit outstanding during the quarter. Commitment fees ranging from 0.125% to 0.2% (based upon the ratio of debt-to-total capitalization) are charged quarterly in arrears on the aggregate unutilized portion of the 2015 Credit Agreement. Wells Fargo, as administrative agent, also receives an annual fee for providing administrative services. For the three months ended March 31, 2016 under the 2015 Credit Agreement, the applicable margin and letter of credit fees were 1.0% and commitment fees were 0.125%. For the three months ended March 31, 2015 under the previous credit agreement, the applicable margin and letter of credit fees were 1.0% and commitment fees were 0.175%. There were $67.7 million of outstanding letters of credit at March 31, 2016 and December 31, 2015. |
Commitments And Contingencies |
3 Months Ended |
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Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | Note 3. Commitments and Contingencies We are involved in various legal proceedings and claims that have arisen in the ordinary course of our business and have not been fully adjudicated, some of which are covered in whole or in part by insurance. Certain of these claims include class-action allegations. We do not believe that the resolution of any of these legal proceedings or claims will have a material adverse effect upon our financial position, results of operations or cash flows. |
Significant Accounting Policies (Policy) |
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Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||
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 March 31, 2016 are not necessarily indicative of the results that may be expected for subsequent quarterly periods or the year ending December 31, 2016. 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, 2015. 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, 2015. Certain amounts in prior years have been reclassified to conform prior years’ financial statements to the current presentation. 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. |
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Fair Value of Financial Instruments | Fair Values of Financial Instruments The carrying values of financial instruments in current assets and current liabilities approximate their fair value due to the short maturities of these instruments. The carrying value of our total long-term debt, including current maturities, and capital lease obligations was $125.3 million and $133.8 million at March 31, 2016 and December 31, 2015, respectively. The estimated fair value of our total long-term debt and capital lease obligations was $131.3 million and $139.1 million at March 31, 2016 and December 31, 2015, respectively. The fair value measurement of our senior notes was determined using a discounted cash flow analysis that factors in current market yields for comparable borrowing arrangements under our credit profile. Since this methodology is based upon market yields for comparable arrangements, the measurement is categorized as Level 2 under the three-level fair value hierarchy as established by the Financial Accounting Standards Board (the “FASB”). |
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Earnings Per Share | Earnings Per Share Earnings per share is computed using the weighted average number of common shares outstanding during the period. |
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Stockholders' Equity | Stock Repurchase Program On November 10, 2014, we announced that our Board of Directors had approved a stock repurchase program authorizing us to repurchase up to an aggregate of $200.0 million of our outstanding common stock. We may repurchase shares from time-to-time in open market purchases or through privately negotiated transactions. The program expires on November 6, 2016. Shares of our common stock repurchased by us under the repurchase program are canceled at the time of repurchase and are authorized but unissued shares of our common stock. As of March 31, 2016, we had repurchased a total of 2,515,519 shares for $164.3 million, and $35.7 million remained authorized under the program. |
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Schedule of Cash Flow, Supplemental Disclosures | Investing and financing activities that are not reported in the Condensed Statements of Cash Flows due to their non-cash nature are summarized below:
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New Accounting Pronouncements | Recent Accounting Pronouncements In April 2015, the FASB issued ASU 2015-05, "Customer's Accounting for Fees Paid in a Cloud Computing Arrangement" (Topic 350). This ASU provides additional guidance for software licenses within a cloud computing arrangement. Under ASU 2015-05, if a cloud computing arrangement contains a software license, customers should account for the license element of the arrangement in a manner consistent with the acquisition of other software licenses. If the arrangement does not contain a software license, customers should account for the arrangement as a service contract. We adopted the provisions of ASU 2015-05 in the first quarter of 2016 without a material impact on our financial position, results of operations or cash flows. In April 2015, the FASB issued ASU 2015-03, "Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs" (Topic 835-30). This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the related debt's carrying value, which is consistent with the presentation of debt discounts. In June 2015, the FASB issued ASU 2015-15, "Interest - Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements". This ASU adds further clarity to ASU 2015-03 for debt issuance costs related to line-of-credit-arrangements. We adopted the provisions of ASU 2015-03 and ASU 2015-15 in the first quarter of 2016 without a material impact on our financial position, results of operations or cash flows. |
Significant Accounting Policies Significant Accounting Policies (Tables) |
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Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Investing and financing activities that are not reported in the Condensed Statements of Cash Flows due to their non-cash nature are summarized below:
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Long-Term Debt (Tables) |
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Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule Of Long-Term Debt | Long-term debt consisted of the following:
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Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands |
Mar. 31, 2016 |
Dec. 31, 2015 |
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Accounting Policies [Abstract] | ||
Debt and Capital Lease Obligations | $ 125,322 | $ 133,805 |
Long-term Debt, Fair Value | 131,300 | $ 139,100 |
Stock Repurchase Program, Authorized Amount | $ 200,000 | |
Total Stock Repurchased And Retired Shares | 2,515,519 | |
Total Stock Repurchased And Retired Value | $ 164,300 | |
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 35,700 |
Significant Accounting Policies Significant Accounting Policies (Supplemental Schedule of Non-Cash Activities) (Details) - USD ($) $ in Thousands |
3 Months Ended | |
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Mar. 31, 2016 |
Mar. 31, 2015 |
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Accounting Policies [Abstract] | ||
Noncash or Part Noncash Acquisition, Fixed Assets Acquired | $ 0 | $ 3,552 |
Long-Term Debt (Schedule Of Long-Term Debt) (Details) - USD ($) $ in Thousands |
Mar. 31, 2016 |
Dec. 31, 2015 |
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Debt Instrument [Line Items] | ||
Senior notes | $ 120,000 | $ 120,000 |
Revolving credit facility | 4,726 | 12,317 |
Capital Lease Obligations | 596 | 1,488 |
Total long-term debt | 125,322 | 133,805 |
Less: Current maturities | (25,596) | (26,488) |
Total maturities due after one year | $ 99,726 | $ 107,317 |
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