0001104659-10-038788.txt : 20100721 0001104659-10-038788.hdr.sgml : 20100721 20100721083036 ACCESSION NUMBER: 0001104659-10-038788 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100721 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100721 DATE AS OF CHANGE: 20100721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARKANSAS BEST CORP /DE/ CENTRAL INDEX KEY: 0000894405 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 710673405 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19969 FILM NUMBER: 10961525 BUSINESS ADDRESS: STREET 1: 3801 OLD GREENWOOD RD CITY: FORT SMITH STATE: AR ZIP: 72903 BUSINESS PHONE: 5017856000 MAIL ADDRESS: STREET 1: P O BOX 48 CITY: FORT SMITH STATE: AR ZIP: 72902 8-K 1 a10-14287_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2010 (July 21, 2010)

ARKANSAS BEST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-19969	71-0673405
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization	File Number)	Identification No.)

3801 Old Greenwood Road

Fort Smith, Arkansas 72903

(479) 785-6000

(Address, including zip code, and telephone number, including area code, of
the registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 - RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 21, 2010, Arkansas Best Corporation issued a press release announcing its second quarter results. A copy of the press release is furnished as an exhibit to this Report on Form 8-K.

ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

99.1 Press release of Arkansas Best Corporation dated July 21, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARKANSAS BEST CORPORATION

(Registrant)

Date:	July 21, 2010	/s/Michael E. Newcity
		Michael E. Newcity
		Vice President – Chief Financial Officer
		and Principal Financial Officer

EX-99.1 2 a10-14287_1ex99d1.htm EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

ARKANSAS BEST CORPORATION ANNOUNCES

IMPROVED SECOND QUARTER 2010 RESULTS

(Fort Smith, Arkansas, July 21, 2010) — Arkansas Best Corporation (Nasdaq: ABFS) today announced a second quarter 2010 net loss of $7.4 million, or $0.30 per share, compared to a net loss of $15.4 million, or $0.62 per share, in the second quarter of 2009.

“An improvement in daily tonnage levels at ABF was the major reason our second quarter loss narrowed compared to last year,” said Judy R. McReynolds, Arkansas Best President and Chief Executive Officer. “We have been encouraged by the modest, but positive, pricing trend during the quarter and the fact that our customers continue to benefit from the traditional level of superior service for which ABF is known. However, overall freight levels and yields need to continue to improve in order for ABF to return to consistent profitability.”

Arkansas Best Corporation

Second Quarter 2010

· Revenue of $411.3 million, a per day increase of 13.4% from prior year quarter of $362.6 million

· Net loss of $0.30 per share compared to a net loss of $0.62 per share in the prior year period

ABF Freight System, Inc.®

Second Quarter 2010

· Revenue of $379.4 million compared to $343.8 million in 2009, a per-day increase of 10.4%

· Total tonnage per day increase of 11.9% versus second quarter 2009 and a sequential increase of 14.0% versus first quarter 2010

· Total billed revenue per hundredweight of $23.59 compared to $23.81 in second quarter 2009, a decrease of 0.9%

· Operating loss of $12.6 million compared to an operating loss of $26.8 million in second quarter 2009

· Operating ratio of 103.3% compared to 107.8% in second quarter 2009

“Though some additional labor and equipment have been required as a result of the recent tonnage increases, this quarter’s improved operating ratio illustrates the operating leverage that is achieved from greater freight levels moving through the ABF network,” said Ms. McReynolds.

“Compared to second quarter last year, ABF benefited from lower nonunion fringe benefit costs which remain on track to produce yearly savings at the high end of the previously discussed $15 — $18 million range. Additionally, workers’ compensation and third-party casualty insurance claim costs, as a percent of revenue, were below the unusually high levels of last year’s second quarter, though somewhat above longer-term historical averages.”

“Recent competitor commentary suggests that there is a renewed industry focus on improved pricing and better operating margins,” said Ms. McReynolds. “ABF has traditionally focused on individual account profitability by offering a high level of value to its customers in return for compensatory revenues. ABF’s localized, personal service and its unique ability to ‘do the difficult things well’ results in a distinctive customer experience. We are finding that this level of service is once again valued in the marketplace.”

“We have been encouraged by the improved economy so far this year and its resulting positive impact on our business. However, the economy remains fragile and we are therefore prepared for a modest rate of recovery. Our corporate strategy is designed to effectively manage through all market conditions,” said Ms. McReynolds.

Conference Call

Arkansas Best Corporation will host a conference call with company executives to discuss the 2010 second quarter results. The call will be today, Wednesday, July 21, at 11:00 a.m. ET (10:00 a.m. CT). Interested parties are invited to listen by calling (877) 275-1257 or (706) 634-6529 (for international callers). Following the call, a recorded playback will be available through the end of the day on Thursday, August 12, 2010. To listen to the playback, dial (800) 642-1687 or (706) 645-9291 (for international callers). The conference call ID for the playback is 84971448. The conference call and playback can also be accessed, through Thursday, August 12, on Arkansas Best’s website at arkbest.com.

Company Description

Arkansas Best Corporation, headquartered in Fort Smith, Arkansas, is a transportation holding company. ABF Freight System, Inc., Arkansas Best’s largest subsidiary, has been in continuous service since 1923. ABF provides transportation of less-than-truckload (“LTL”) general commodities throughout North America. More information is available at arkbest.com and abf.com.

Forward-Looking Statements

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Statements contained in this press release that are not based on historical facts are “forward-looking statements.” Terms such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “plan,” “predict,” “prospects,” “scheduled,” “should,” “would,” and similar expressions and the negatives of such terms are intended to identify forward-looking statements. Such statements are by their nature subject to uncertainties and risk including, but not limited to, recessionary economic conditions; competitive initiatives, pricing pressures and effect of volatility in fuel prices and the associated changes in fuel surcharges on securing increases in base freight rates, the impact of any limitations on our customers’ access to adequate financial resources; availability and cost of capital; shifts in market demand; weather conditions; the performance and needs of industries served by Arkansas Best Corporation’s subsidiaries; future costs of operating expenses such as fuel and related taxes; self-insurance claims and insurance premium costs; relationships with employees, including unions; union and non-union employee wages and benefits, including changes in required contributions to multiemployer pension plans; governmental regulations and policies; future climate change legislation; costs of continuing investments in technology; the timing and amount of capital expenditures; the cost, integration and performance of any future acquisitions; and other financial, operational and legal risks and uncertainties detailed from time to time in Arkansas Best Corporation’s Securities and Exchange Commission (“SEC”) public filings.

The following tables show financial data and operating statistics on Arkansas Best Corporation and its subsidiary companies.

ARKANSAS BEST CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended						Six Months Ended
	June 30						June 30
	2010			2009			2010			2009
	(Unaudited)
	($ thousands, except share and per share data)

OPERATING REVENUES	$	411,347		$	362,635		$	771,237		$	702,312

OPERATING EXPENSES AND COSTS	422,157			389,932			817,313			758,211

OPERATING LOSS	(10,810		)	(27,297		)	(46,076		)	(55,899		)

OTHER INCOME (EXPENSE)
Interest and dividend income	274			803			608			1,733
Interest expense and other related financing costs	(434		)	(344		)	(999		)	(685		)
Other, net	(457		)	1,392			211			311
	(617		)	1,851			(180		)	1,359

LOSS BEFORE INCOME TAXES	(11,427		)	(25,446		)	(46,256		)	(54,540		)

FEDERAL AND STATE INCOME TAXES
Current benefit	(847		)	(2,805		)	(9,336		)	(22,213		)
Deferred (benefit) provision	(3,232		)	(7,277		)	(8,200		)	1,194
	(4,079		)	(10,082		)	(17,536		)	(21,019		)

NET LOSS	(7,348		)	(15,364		)	(28,720		)	(33,521		)

LESS: NONCONTROLLING INTEREST IN NET INCOME OF SUBSIDIARY	96			79			116			79

NET LOSS ATTRIBUTABLE TO ARKANSAS BEST CORPORATION	$	(7,444	)	$	(15,443	)	$	(28,836	)	$	(33,600	)

LOSS PER SHARE
Basic	$	(0.30	)	$	(0.62	)	$	(1.15	)	$	(1.35	)
Diluted	(0.30		)	(0.62		)	(1.15		)	(1.35		)

AVERAGE COMMON SHARES OUTSTANDING
Basic	25,182,579			25,043,815			25,137,886			25,042,874
Diluted	25,182,579			25,043,815			25,137,886			25,042,874

CASH DIVIDENDS DECLARED PER COMMON SHARE	$	0.03		$	0.15		$	0.06		$	0.30

ARKANSAS BEST CORPORATION

CONSOLIDATED BALANCE SHEETS

	June 30		December 31
	2010		2009
	(Unaudited)		Note
	($ thousands, except share data)

ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	80,457	$	39,332
Short-term investment securities	63,487		93,861
Restricted cash equivalents and short-term investments	51,840		50,857
Accounts receivable, less allowances (2010 – $3,303; 2009 – $3,470)	135,627		115,459
Other accounts receivable, less allowances (2010 – $1,324; 2009 – $1,149)	8,113		6,749
Prepaid expenses	9,003		10,390
Deferred income taxes	33,427		39,035
Prepaid and refundable income taxes	3,643		24,726
Other	4,850		4,333
TOTAL CURRENT ASSETS	390,447		384,742

PROPERTY, PLANT AND EQUIPMENT
Land and structures	240,316		240,185
Revenue equipment	516,115		514,481
Service, office and other equipment	158,833		157,885
Leasehold improvements	22,108		21,839
	937,372		934,390
Less allowances for depreciation and amortization	528,362		505,538
	409,010		428,852

OTHER ASSETS	52,376		55,952

	$	851,833	$	869,546

Note: The balance sheet at December 31, 2009 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 BALANCE SHEETS — continued

	June 30			December 31
	2010			2009
	(Unaudited)			Note
	($ thousands, except share data)

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Bank overdraft and drafts payable	$	10,097		$	21,941
Accounts payable	72,477			59,386
Income taxes payable	106			826
Accrued expenses	153,176			150,799
Current portion of long-term debt	7,396			3,603
TOTAL CURRENT LIABILITIES	243,252			236,555

LONG-TERM DEBT, less current portion	22,764			13,373

PENSION AND POSTRETIREMENT LIABILITIES	71,563			67,445

OTHER LIABILITIES	19,734			20,254

DEFERRED INCOME TAXES	20,013			31,023

STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2010: 26,873,851 shares; 2009: 26,749,265 shares	269			267
Additional paid-in capital	276,450			274,663
Retained earnings	297,558			327,948
Treasury stock, at cost, 1,677,932 shares	(57,770		)	(57,770		)
Accumulated other comprehensive loss	(42,000		)	(44,212		)
TOTAL STOCKHOLDERS’ EQUITY	474,507			500,896

	$	851,833		$	869,546

ARKANSAS BEST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended
	June 30
	2010			2009
	(Unaudited)
	($ thousands)

OPERATING ACTIVITIES
Net loss	$	(28,720	)	$	(33,521	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	36,096			37,916
Other amortization	133			147
Pension settlement expense	178			158
Share-based compensation expense	2,158			3,173
Provision for losses on accounts receivable	303			1,911
Deferred income tax provision (benefit)	(8,200		)	1,194
Gain on sales of assets	(72		)	(961		)
Excess tax benefits from share-based compensation	(83		)	—
Changes in operating assets and liabilities:
Receivables	(20,857		)	(7,620		)
Prepaid expenses	1,399			926
Other assets	706			534
Accounts payable, taxes payable, accrued expenses and other liabilities(1)(2)	36,187			(1,740		)
NET CASH PROVIDED BY OPERATING ACTIVITIES	19,228			2,117

INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of capital leases(1)	(3,399		)	(12,730		)
Proceeds from asset sales	2,676			2,922
Purchases of short-term investment securities	(27,542		)	(75,288		)
Proceeds from sales of short-term investment securities	57,916			64,095
Business acquisition, net of cash acquired	—			(4,873		)
Capitalization of internally developed software and other	(2,293		)	(2,621		)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	27,358			(28,495		)

FINANCING ACTIVITIES
Payments on long-term debt	(3,011		)	(1,360		)
Proceeds from issuance of long-term debt	11,416			—
Net change in bank overdraft	(11,844		)	(3,236		)
Change in restricted cash equivalents and short-term investments	(983		)	—
Payment of common stock dividends	(1,554		)	(7,740		)
Excess tax benefits from share-based compensation	83			—
Proceeds from the exercise of stock options and other	432			152
NET CASH USED IN FINANCING ACTIVITIES	(5,461		)	(12,184		)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	41,125			(38,562		)
Cash and cash equivalents at beginning of period	39,332			100,880
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	80,457		$	62,318

(1)	Does not include $6.0 million and $5.4 million of equipment which was received but not yet paid for at June 30, 2010 and 2009, respectively.
(2)	2010 includes $31.5 million in federal and state income tax refunds related to taxes paid in prior years.

ARKANSAS BEST CORPORATION

FINANCIAL STATEMENT OPERATING SEGMENT DATA
AND OPERATING RATIOS

	Three Months Ended										Six Months Ended
	June 30										June 30
	2010					2009					2010					2009
	(Unaudited)
	($ thousands)

OPERATING REVENUES
ABF Freight System, Inc.(1)	$	379,443				$	343,805				$	712,468				$	666,918
Other revenues and eliminations	31,904					18,830					58,769					35,394
Total consolidated operating revenues	$	411,347				$	362,635				$	771,237				$	702,312

OPERATING EXPENSES AND COSTS
ABF Freight System, Inc.(1)
Salaries, wages and benefits	$	248,985		65.6	%	$	245,226		71.3	%	$	485,424		68.1	%	$	478,723		71.8	%
Fuel, supplies and expenses	64,729			17.1		52,733			15.3		125,641			17.6		103,261			15.5
Operating taxes and licenses	10,718			2.8		10,553			3.1		21,209			3.0		21,067			3.2
Insurance	5,929			1.6		6,417			1.9		10,111			1.4		9,920			1.5
Communications and utilities	3,313			0.9		3,563			1.0		7,179			1.0		7,534			1.1
Depreciation and amortization	16,908			4.5		17,861			5.2		34,706			4.9		36,471			5.5
Rents and purchased transportation	39,849			10.5		32,357			9.4		73,941			10.4		60,243			9.0
Gain on sale of property and equipment	(126		)	—		(244		)	(0.1	)	(424		)	(0.1	)	(961		)	(0.1	)
Other	1,734			0.3		2,161			0.7		2,958			0.5		4,325			0.5
	392,039			103.3	%	370,627			107.8	%	760,745			106.8	%	720,583			108.0	%

Other expenses and eliminations	30,118					19,305					56,568					37,628

Total consolidated operating expenses and costs	$	422,157				$	389,932				$	817,313				$	758,211

OPERATING INCOME (LOSS)
ABF Freight System, Inc.(1)	$	(12,596	)			$	(26,822	)			$	(48,277	)			$	(53,665	)
Other income (loss) and eliminations	1,786					(475		)			2,201					(2,234		)
Total consolidated operating loss	$	(10,810	)			$	(27,297	)			$	(46,076	)			$	(55,899	)

(1) Includes U.S., Canadian, and Puerto Rican operations of ABF affiliates.

ABF FREIGHT SYSTEM, INC.

OPERATING STATISTICS

	Three Months Ended June 30						Six Months Ended June 30
	2010		2009		% Change		2010		2009		% Change

Workdays	63.5		63.5				126.5		126.0

Billed Revenue (1) / CWT	$	23.59	$	23.81	(0.9	)%	$	23.60	$	23.83	(1.0	)%

Billed Revenue (1) / Shipment	$	339.17	$	310.19	9.3	%	$	331.23	$	307.23	7.8	%

Shipments	1,130,062		1,114,148		1.4	%	2,164,916		2,178,473		(0.6	)%

Shipments / Day	17,796		17,546		1.4	%	17,114		17,289		(1.0	)%

Tonnage (tons)	812,355		725,835		11.9	%	1,519,354		1,404,532		8.2	%

Tons/Day	12,793		11,430		11.9	%	12,011		11,147		7.7	%

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

Includes U.S., Canadian and Puerto Rican operations of ABF affiliates.

Contact: Mr. David Humphrey, Vice President, Investor Relations and Corporate Communications Telephone: (479) 785-6200

END OF RELEASE