UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

Amendment No. 110-Q

(Mark One)

X

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 20189

 

OR

 

__

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0-11757

 

J.B. HUNT TRANSPORT SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

Arkansas

71-0335111

(State or other jurisdiction

(I.R.S. Employer

of incorporation or

Identification No.)

organization)

  

 

615 J.B. Hunt Corporate Drive, Lowell, Arkansas  72745

(Address of principal executive offices)

 

479-820-0000

(Registrant's telephone number, including area code)

 

www.jbhunt.com

(Registrant's web site)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.

Yes  X            No        

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes   X            No        

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   X    Accelerated filer         Non-accelerated filer        

Smaller reporting company       Emerging growth company       

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes                 No X  

 

The number of shares of the registrant’s $0.01 par value common stock outstanding on March 31, 20189 was 109,10755,6188,738,893.

 

 

 

 

 

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A to the J. B. Hunt Transport Services, Inc., Quarterly Report on Form 10-Q, as originally filed with the Securities and Exchange Commission on April 27, 2018 (the “Original Filing”), is being filed solely to correct a typographical error in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  The Original Filing disclosed Eastern network load volume decreased 12%, when it should have stated load volume increased 12%.  Specifically, page 13 of the Original Filing included the sentence: “Transcontinental loads grew 2% during the first quarter 2018, while the Eastern network load volume was down 12% compared to the first quarter 2017.”  The sentence has been amended to state the following: “Transcontinental loads grew 2% during the first quarter 2018, while the Eastern network load volume grew 12% compared to the first quarter 2017.”

Except as described above, no other changes have been made to the Original Filing.  We have restated the entire filing for convenience to the reader.  This Form 10-Q/A does not does reflect subsequent events that may have occurred since the date of the Original Filing or amend, update or change the financial statements or any other items or disclosures in the Original Filing.  In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, we have included new certifications from our Chief Executive Officer and Chief Financial Officer dated the date of this Form 10-Q/A.

i

J.B. HUNT TRANSPORT SERVICES, INC.

 

Form 10-Q

For The Quarterly Period Ended March 31, 20189

Table of Contents

 

Page
Part I. Financial Information

Item 1. 

Financial Statements

Page

   
 Explanatory Notei

Part I.    Financial Information

Item 1.

Financial Statements

Condensed Consolidated Statements of Earnings for the Three Months Ended March 31, 20182019 and 2017

2018

3

Condensed Consolidated Balance Sheets as of March 31, 20182019 and December 31, 2017

2018

4

Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2019 and 2018

5
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 20182019 and 2017

2018

5

6

Notes to Condensed Consolidated Financial Statements as of March 31, 2018

2019

6

7

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

12

14

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

18

19

Item 4.

Controls and Procedures

18

19

Part II. Other Information

Item 1.

Legal Proceedings

19

20

Item 1A.

Risk Factors

19

21

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

19

21

Item 3.

Defaults Upon Senior Securities

19

21

Item 4.

Mine Safety Disclosures

19

21

Item 5.

Other Information

19

21

Item 6.

Exhibits

19

21

Signatures

Exhibits

21

22

Exhibits

Signatures

23

 

 

 

 

Part I.    Financial Information

 

ITEM 1.   FINANCIAL STATEMENTS

 

J.B. HUNT TRANSPORT SERVICES, INC.

 

Condensed Consolidated Statements of Earnings

(in (in thousands, except per share amounts)

(unaudited)

 

 

Three Months Ended March 31,

  Three Months Ended March 31, 
 

2018

  

2017

  

2019

  

2018

 
                

Operating revenues, excluding fuel surcharge revenues

 $1,712,934  $1,461,768  $1,855,341  $1,712,934 

Fuel surcharge revenues

  235,311   167,390   234,286   235,311 

Total operating revenues

  1,948,245   1,629,158   2,089,627   1,948,245 
                

Operating expenses:

                

Rents and purchased transportation

  964,892   806,439   999,889   964,892 

Salaries, wages and employee benefits

  450,265   380,311   516,326   450,265 

Depreciation and amortization

  119,930   105,583 

Fuel and fuel taxes

  107,881   80,646   112,125   107,881 

Depreciation and amortization

  105,583   92,189 

Operating supplies and expenses

  70,681   58,022   78,172   70,681 

General and administrative expenses, net of asset dispositions

  32,326   23,481   45,038   32,326 

Insurance and claims

  28,499   23,005   28,994   28,499 

Operating taxes and licenses

  11,588   10,680   13,160   11,588 

Communication and utilities

  7,749   4,996   8,198   7,749 

Total operating expenses

  1,779,464   1,479,769   1,921,832   1,779,464 

Operating income

  168,781   149,389   167,795   168,781 

Net interest expense

  9,152   6,817   13,033   9,152 

Earnings before income taxes

  159,629   142,572   154,762   159,629 

Income taxes

  41,487   39,870   35,161   41,487 

Net earnings

 $118,142  $102,702  $119,601  $118,142 
                

Weighted average basic shares outstanding

  109,754   110,878   108,730   109,754 
                

Basic earnings per share

 $1.08  $0.93  $1.10  $1.08 
                

Weighted average diluted shares outstanding

  110,863   112,026   109,664   110,863 
                

Diluted earnings per share

 $1.07  $0.92  $1.09  $1.07 
                

Dividends declared per common share

 $0.24  $0.23  $0.26  $0.24 

 

See Notes to Condensed Consolidated Financial Statements.

 


 

 

J.B. HUNT TRANSPORT SERVICES, INC.

 

Condensed Consolidated Balance Sheets

(in (in thousands)

 

 

March 31, 2018

  

December 31, 2017

   

March 31, 2019

  

December 31, 2018

 
 

(unaudited)

       

(unaudited)

     

ASSETS

        

ASSETS

        

Current assets:

        

Current assets:

        

Cash and cash equivalents

 $7,082  $14,612 

Cash and cash equivalents

 $52,363  $7,600 

Trade accounts receivable, net

  900,903   920,767 

Trade accounts receivable, net

  1,002,483   1,051,698 

Prepaid expenses and other

  328,079   403,349 

Prepaid expenses and other, net

Prepaid expenses and other, net

  383,313   443,683 

Total current assets

  1,236,064   1,338,728  Total current assets  1,438,159   1,502,981 

Property and equipment, at cost

  4,764,722   4,670,464 

Property and equipment, at cost

  5,453,569   5,329,243 

Less accumulated depreciation

  1,720,446   1,687,133 

Less accumulated depreciation

  1,913,831   1,884,132 

Net property and equipment

  3,044,276   2,983,331  Net property and equipment  3,539,738   3,445,111 

Goodwill and intangible assets, net

Goodwill and intangible assets, net

  196,940   105,157 

Other assets

  141,317   143,290 

Other assets

  152,445   38,398 

Total assets

 $4,421,657  $4,465,349 Total assets $ 5,327,282  $ 5,091,647 
                 
              

LIABILITIES AND STOCKHOLDERS' EQUITY

        

LIABILITIES AND STOCKHOLDERS' EQUITY

        

Current liabilities:

        

Current liabilities:

        

Current portion of long-term debt

 $247,609  $- 

Current portion of long-term debt

 $-  $250,706 

Trade accounts payable

  503,829   598,594 

Trade accounts payable

  594,704   709,736 

Claims accruals

  256,896   251,980 

Claims accruals

  267,481   275,139 

Accrued payroll

  58,599   42,382 

Accrued payroll

  63,991   80,922 

Other accrued expenses

  25,583   28,888 

Other accrued expenses

  72,063   35,845 

Total current liabilities

  1,092,516   921,844  Total current liabilities  998,239   1,352,348 
                 

Long-term debt

  752,423   1,085,649 

Long-term debt

  1,284,550   898,398 

Other long-term liabilities

  88,373   76,661 

Other long-term liabilities

  172,239   96,056 

Deferred income taxes

  545,282   541,870 

Deferred income taxes

  668,490   643,461 

Stockholders' equity

  1,943,063   1,839,325 

Stockholders' equity

  2,203,764   2,101,384 

Total liabilities and stockholders' equity

 $4,421,657  $4,465,349  Total liabilities and stockholders' equity $5,327,282  $5,091,647 

 

See Notes to Condensed Consolidated Financial Statements.

 


 

J.B. HUNT TRANSPORT SERVICES, INC.

 

Condensed Consolidated Statements of Stockholders' Equity

 (in thousands, except per share amounts)

(unaudited)

      

Additional

             
  

Common

  

Paid-in

  

Retained

  

Treasury

  

Stockholders’

 
  

Stock

  

Capital

  

Earnings

  

Stock

  

Equity

 
                     
                     

Balances at December 31, 2017

 $1,671  $310,811  $3,803,844  $(2,277,001) $1,839,325 

Comprehensive income:

                    

Net earnings

  -   -   118,142   -   118,142 

Cash dividend declared and paid ($0.24 per share)

  -   -   (26,341)  -   (26,341)

Share-based compensation

  -   12,036   -   -   12,036 

Restricted share issuances, net of stock repurchased for payroll taxes

  -   (136)  -   37   (99)
                     

Balances at March 31, 2018

 $1,671  $322,711  $3,895,645  $(2,276,964) $1,943,063 
                     
                     

Balances at December 31, 2018

 $1,671  $340,457  $4,188,435  $(2,429,179) $2,101,384 

Comprehensive income:

                    

Net earnings

  -   -   119,601   -   119,601 

Cash dividend declared and paid ($0.26 per share)

  -   -   (28,272)  -   (28,272)

Share-based compensation

  -   13,571   -   -   13,571 

Restricted share issuances, net of stock repurchased for payroll taxes

  -   (2,147)  -   (373)  (2,520)
                     

Balances at March 31, 2019

 $1,671  $351,881  $4,279,764  $(2,429,552) $2,203,764 

See Notes to Condensed Consolidated Financial Statements.


 

J.B. HUNT TRANSPORT SERVICES, INC.

Condensed Consolidated Statements of Cash Flows

(in (in thousands)

(unaudited)

 

 

Three Months Ended March 31,

  

Three Months Ended March 31,

 
 

2018

  

2017

  

2019

  

2018

 

Cash flows from operating activities:

                

Net earnings

 $118,142  $102,702  $119,601  $118,142 

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

                

Depreciation and amortization

  105,583   92,189   119,930   105,583 

Noncash lease expense

  8,484   - 

Share-based compensation

  12,036   11,170   13,571   12,036 

Loss on sale of revenue equipment and other

  2,815   1,709   2,252   2,815 

Deferred income taxes

  3,412   1,928   25,030   3,412 

Changes in operating assets and liabilities:

                

Trade accounts receivable

  19,864   37,855   58,109   19,864 

Other assets

  (49,189)  35,063   (54,421)  (49,189)

Trade accounts payable

  (10,650)  (26,901)  (14,325)  (10,650)

Income taxes payable or receivable

  35,434   35,064   12,213   35,434 

Claims accruals

  12,543   (2,910)  (920)  12,543 

Accrued payroll and other accrued expenses

  11,628   (2,236)  (38,783)  11,628 

Net cash provided by operating activities

  261,618   285,633   250,741   261,618 
                

Cash flows from investing activities:

                

Additions to property and equipment

  (206,108)  (98,775)  (257,658)  (206,108)

Net proceeds from sale of equipment

  27,063   7,768   45,512   27,063 

Business acquisition

  (98,543)  - 

Change in other assets

  (299)  (3,467)  (15)  (299)

Net cash used in investing activities

  (179,344)  (94,474)  (310,704)  (179,344)
                

Cash flows from financing activities:

                

Proceeds from issuances of long-term debt

  700,000   - 

Payments on long-term debt

  (250,000)  - 

Proceeds from revolving lines of credit and other

  687,036   666,864   730,618   687,036 

Payments on revolving lines of credit and other

  (750,400)  (696,500)  (1,045,100)  (750,400)

Purchase of treasury stock

  -   (129,761)

Stock repurchased for payroll taxes

  (99)  (276)  (2,520)  (99)

Dividends paid

  (26,341)  (25,602)  (28,272)  (26,341)

Net cash used in financing activities

  (89,804)  (185,275)

Net cash provided by/(used in) financing activities

  104,726   (89,804)

Net change in cash and cash equivalents

  (7,530)  5,884   44,763   (7,530)

Cash and cash equivalents at beginning of period

  14,612   6,377   7,600   14,612 

Cash and cash equivalents at end of period

 $7,082  $12,261  $52,363  $7,082 
                

Supplemental disclosure of cash flow information:

                

Cash paid during the period for:

                

Interest

 $11,769  $9,561  $14,363  $11,769 

Income taxes

 $1,834  $2,082  $2,163  $1,834 

Noncash investing activities

                

Accruals for equipment received

 $42,554  $25,879  $49,639  $42,554 

 

See Notes to Condensed Consolidated Financial Statements.

 


 

J.B. HUNT TRANSPORT SERVICES, INC.

 

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

 

1.

General

 

Basis of Presentation

 

The accompanying unaudited interim Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information. We believe such statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of our financial position, results of operations and cash flows at the dates and for the periods indicated. Pursuant to the requirements of the Securities and Exchange Commission (SEC) applicable to quarterly reports on Form 10-Q,10-Q, the accompanying financial statements do not include all disclosures required by GAAP for annual financial statements. While we believe the disclosures presented are adequate to make the information not misleading, these unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K10-K for the year ended December 31, 2017. 2018. Operating results for the periods presented in this report are not necessarily indicative of the results that may be expected for the calendar year ending December 31, 2018, 2019, or any other interim period. Our business is somewhat seasonal with slightly higher freight volumes typically experienced during August through early November in our full-load freight transportation business.

 

Recent Leases

We recognize a right-of-use asset and a lease liability on the effective date of a lease agreement. Right-of-use assets represent our right to use an underlying asset over the lease term and lease liabilities represent the obligation to make lease payments resulting from the lease agreement. We initially record these assets and liabilities based on the present value of lease payments over the lease term calculated using our incremental borrowing rate applicable to the leased asset or the implicit rate within the agreement if it is readily determinable. Lease agreements with lease and nonlease components are combined as a single lease component. Right-of-use assets additionally include net prepaid lease expenses. Options to extend or terminate an agreement are included in the lease term when it becomes reasonably certain the option will be exercised. Leases with an initial term of 12 months or less, short-term leases, are not recorded on the balance sheet. Lease expense for short-term and long-term operating leases is recognized on a straight-line bases over the lease term, while variable lease payments are expensed as incurred.

Accounting PronouncementsPronouncement Adopted in 2019

 

In February 2016, the FASBFinancial Accounting Standards Board (FASB) issued ASU 2016-02,Accounting Standards Update (ASU) 2016-02, Leases, which requires lessees to recognize a right-of-use asset and a lease liability for most leases on the balance sheet as well as other qualitative and quantitative disclosures. ASU 2016-022016-02 is to be applied using a modified retrospective method and iswas effective for interim and annualus on January 1, 2019. In July 2018, the FASB issued ASU 2018-11, Leases, which provides an optional transition method allowing entities to recognize a cumulative-effect adjustment to the opening balance of stockholders’ equity in the period of adoption, with no restatement of comparative prior periods beginning after December 15, 2018, but earlyrequired. We adopted the standard using this optional transition method.

The FASB has provided certain practical expedients in applying the standard. Of the allowed practical expedients within the standard applicable to our operations, we elected the package of practical expedients, which among other things, allowed us to carry forward the historical lease classification upon adoption is permitted. We are currently evaluating the potential effects of the adoptionstandard. We did not elect the hindsight practical expedient when determining the lease term for existing leases. In addition, we did not separate nonlease components from lease components by class of this update on our financial statements. See Note 10, Commitmentsunderlying assets where appropriate and Contingencies, in our Consolidated Financial Statements included in our Annual Report on Form 10-K forwe did not apply the year ended December 31, 2017 for discussionrecognition requirements of our remaining obligations under operating lease arrangements.the standard to short-term leases, as allowed by the standard.

 

Accounting Pronouncement AdoptedUpon adoption of the standard we recorded offsetting lease assets and lease liabilities, resulting in 2018

In May 2014, a $102.4 million increase in other assets, a $32.3 million increase in other accrued expenses and a $70.1 million increase in other long-term liabilities in our Condensed Consolidated Balance Sheet, as of January 1, 2019. The adoption of the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.2014-09, Revenue from Contracts with Customers, which supersedes virtually all existing revenue recognition guidance. The new standard requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. This update also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. We adopted ASU 2014-09 in the first quarter 2018, using the modified retrospective transition approach, which did not have a material impact on how we recognize revenueour Condensed Consolidated Statements of Earnings, Condensed Consolidated Statements of Cash Flows or to our financial statements or disclosures. See below for additional information related to our recognition of revenue generated from customer contracts.

Revenue Recognition

We recognize revenue from customer contracts based on relative transit time in each reporting period and as other performance obligations are provided, with related expenses recognized as incurred.  Accordingly, a portion of the total revenue that will be billed to the customer once a load is delivered is recognized in each reporting period based on the percentage of the freight pickup and delivery performance obligation that has been completed at the end of the reporting period.

We record revenues on the gross basis at amounts charged to our customers because we control and are primarily responsible for the fulfillment of promised services. Accordingly, we serve as a principal in the transaction. We invoice our customers and we maintain discretion over pricing. Additionally, we are responsible for selection of third-party transportation providers to the extent used to satisfy customer freight requirements.debt covenant compliance.

 


 

 

Revenue                                                                                             

Our revenue is earned through the service offerings of our four reportable business segments. See Note 10, Business Segments, for revenue reported by segment. All revenue transactions between reporting segments are eliminated in consolidation.

Intermodal (JBI) - JBI segment includes freight that is transported by rail over at least some portion of the movement and also includes certain repositioning truck freight moved by JBI equipment or third-party carriers, when such highway movement is intended to direct JBI equipment back toward intermodal operations. JBI performs these services primarily through contractual rate quotes with customers that are held static for a period of time, usually one year.

Dedicated Contract Services® (DCS) - DCS segment business includes company-owned and customer-owned, DCS-operated revenue equipment and employee drivers assigned to a specific customer, traffic lane, or service.  DCS operations usually include formal, written longer-term customer contracts that govern services performed and applicable rates. 

Integrated Capacity Solutions (ICS) - ICS provides non-asset and asset-light transportation solutions to customers through relationships with third-party carriers and integration with JBHT-owned equipment.  ICS services include flatbed, refrigerated, and LTL, as well as a variety of dry-van and intermodal solutions. ICS performs these services through customer contractual rate quotes as well as spot quotes that are one-time rate quotes issued for a single transaction or group of transactions.

Truckload (JBT) - JBT business includes full-load, dry-van freight that is typically transported utilizing company-owned or company-controlled revenue equipment.  This freight is typically transported over roads and highways and does not move by rail. JBT utilizes both contractual rate quotes and spot rate quotes with customers.

 

2.

Earnings Per Share

 

We compute basic earnings per share by dividing net earnings available to common stockholders by the actual weighted average number of common shares outstanding for the reporting period. Diluted earnings per share reflects the potential dilution that could occur if holders of unvested restricted and performance share units converted their holdings into common stock. The dilutive effect of restricted and performance share units was 1.10.9 million shares during the first quarter 2018 and2019, compared to 1.1 million shares during the first quarter 2017.2018.

 

 

3.

Share-based Compensation

 

The following table summarizes the components of our share-based compensation program expense (in thousands):

 

 

Three Months Ended

March 31,

  

Three Months Ended

March 31,

 
 

2018

  

2017

  

2019

  

2018

 

Restricted share units:

                

Pretax compensation expense

 $8,591  $8,136  $9,741  $8,591 

Tax benefit

  2,234   2,278   2,435   2,234 

Restricted share unit expense, net of tax

 $6,357  $5,858  $7,306  $6,357 

Performance share units:

                

Pretax compensation expense

 $3,445  $3,034  $3,830  $3,445 

Tax benefit

  896   849   957   896 

Performance share unit expense, net of tax

 $2,549  $2,185  $2,873  $2,549 

 

As of March 31, 2018, 2019, we had $77.2$88.1 million and $24.8$23.8 million of total unrecognized compensation expense related to restricted share units and performance share units, respectively, that is to be recognized over the remaining weighted-average period of approximately 3.63.3 years for restricted share units and 2.62.3 years for performance share units. During the first quarter 2018,2019, we issued 3,432170 shares for vested restricted share units and 51,441 shares for vested performance share units.

 

 

4.

Financing Arrangements

 

Outstanding borrowings, net of unamortized discount, unamortized debt issuance cost, and fair value swap, under our current financing arrangements consist of the following (in millions):

 

 

March 31, 2018

  

December 31, 2017

  

March 31, 2019

  

December 31, 2018

 

Senior revolving line of credit

 $167.2  $241.4  $-  $307.1 

Senior notes

  832.8   844.2   1,284.6   842.0 

Less current portion of long-term debt

  (247.6)  -   -   (250.7)

Total long-term debt

 $752.4  $1,085.6  $1,284.6  $898.4 

 

Senior Revolving Line of Credit

 

At March 31, 2018, 2019, we were authorized to borrow up to $500$750 million under a senior revolving line of credit, which is supported by a credit agreement with a group of banks and expires in September 2020. 2023. This senior credit facility allows us to request an increase in the total commitment by up to $250$250 million and to request a one-yearone-year extension of the maturity date. The applicable interest rate under this agreement is based on either the Prime Rate, the Federal Funds Rate or LIBOR, depending upon the specific type of borrowing, plus an applicable margin based on our credit rating and other fees. At March 31, 2018, 2019, we had $167.9 millionno outstanding at an average interest rate of 2.84%borrowings under this agreement.

 


 

Senior Notes

 

Our senior notes consist of three separate issuances. The first and second issuances are $250 is $250 million of 2.40%3.85% senior notes due March 2019 and $250 million of 3.85% senior notes due March 2024, respectively, both of which werewas issued in March 2014. Interest payments under both notes are due semiannually in March and September of each year, beginning September 2014. The third is $350 million of 3.30% senior notes due August 2022, issued in August 2015. Interest payments under this note are due semiannually in February March and August September of each year, beginning September 2014. The second is $350 million of 3.30% senior notes due August 2022, issued in August 2015. Interest payments under this note are due semiannually in February and August of each year, beginning February 2016. The third is $700 million of 3.875% senior notes due March 2026, issued in March 2019. Interest payments under this note are due semiannually in March and September of each year, beginning September 2019. All three senior notes were issued by J.B. Hunt Transport Services, Inc., a parent-level holding company with no significant assets or operations. The notes are guaranteed on a full and unconditional basis by a wholly-owned subsidiary. All other subsidiaries of the parent are minor. We registered these offerings and the sale of the notes under the Securities Act of 1933, pursuant to a shelf registration statementstatements filed in February 2014. 2014 and January 2019. All notes are unsecured obligations and rank equally with our existing and future senior unsecured debt. We may redeem for cash some or all of the notes based on a redemption price set forth in the note indenture. See Note 5, Derivative Financial Instruments, for terms of an interest rate swapsswap entered into on the $250$350 million of 2.40%3.30% senior notes due March 2019 and the $350August 2022. Our $250 million of 3.30%2.40% senior notes due August 2022.      matured in March 2019. The entire outstanding balance was paid in full at maturity.

 

Our financing arrangements require us to maintain certain covenants and financial ratios.  We were in compliance with all covenants and financial ratios at March 31, 2018. For all debt facilities maturing in 2019, it is our intent to pay the entire outstanding balances in full, on or before the maturity dates, using our existing senior revolving line of credit or other sources of long-term financing.2019.

 

 

5.

Derivative Financial Instruments

 

We periodically utilize derivative instruments for hedging and non-trading purposes to manage exposure to changes in interest rates and to maintain an appropriate mix of fixed and variable-rate debt. At inception of a derivative contract, we document relationships between derivative instruments and hedged items, as well as our risk-management objective and strategy for undertaking various derivative transactions, and assess hedge effectiveness. If it is determined that a derivative is not highly effective as a hedge, or if a derivative ceases to be a highly effective hedge, we discontinue hedge accounting prospectively.

 

We entered into a receive fixed-rate and pay variable-rate interest rate swap agreementsagreement simultaneously with the issuance of our $250$350 million of 2.40%3.30% senior notes due March 2019 and $350 million of 3.30% senior notes due August 2022, to effectively convert this fixed-rate debt to variable-rate. The notional amountsamount of thesethis interest rate swap agreements equal thoseagreement equals that of the corresponding fixed-rate debt. The applicable interest ratesrate under these agreements arethis agreement is based on LIBOR plus an established margin, resulting in an interest rate of 2.97%4.04% for our $250$350 million of 2.40% senior notes and 3.20% for our $350 million of 3.30% senior notes at March 31, 2018. 2019. The swaps expireswap expires when the corresponding senior notes are due. The fair valuesvalue of these swaps arethis swap is recorded in other long-term liabilities and other accrued expenses in our Condensed Consolidated Balance Sheet at March 31, 2018. 2019. See Note 7, Fair Value Measurements, for disclosure of fair value. These derivatives meetThis derivative meets the required criteria to be designated as a fair value hedges,hedge, and as the specific terms and notional amountsamount of thesethis derivative instrumentsinstrument match those of the fixed-rate debt being hedged, thesethis derivative instruments areinstrument is assumed to perfectly hedge the related debt against changes in fair value due to changes in the benchmark interest rate. Accordingly, any change in the fair value of thesethis interest rate swapsswap recorded in earnings is offset by a corresponding change in the fair value of the related debt.

 

 

6.

Capital Stock

 

On October 22, 2015, April 20, 2017, our Board of Directors authorized the purchase of $500 million of our common stock. On April 20, 2017, our Board of Directors authorized an additional purchase of up to $500$500 million of our common stock. At March 31, 2018, $5212019, $371 million of the combined authorization was remaining. We did not purchase any shares under our repurchase authorization during the three months ended March 31, 2018. 2019. On January 24, 2018, 23, 2019, we announced an increase in our quarterly cash dividend from $0.23$0.24 to $0.24,$0.26, which was paid February 23, 2018, 22, 2019, to stockholders of record on February 9, 2018. 8, 2019. On April 19, 2018, 18, 2019, our Board of Directors declared a regular quarterly dividend of $0.24$0.26 per common share, which will be paid on May 18, 2018, 17, 2019, to stockholders of record on May 4, 2018.3, 2019.

 


 

 

 

7.7.

Fair Value Measurements

 

Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

Our assets and liabilities measured at fair value are based on valuation techniques which consider prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. These valuation methods are based on either quoted market prices (Level 1)1) or inputs, other than quoted prices in active markets, that are observable either directly or indirectly (Level 2)2). The following are assets and liabilities measured at fair value on a recurring basis (in millions):

 

 

Asset/(Liability)

Balance

      

Asset/(Liability)

Balance

    
 

March 31, 2018

  

December 31, 2017

  

Input Level

  

March 31, 2019

  

December 31, 2018

  

Input Level

 

Trading investments

 $16.4  $16.4   1  $18.4  $15.7  1 

Interest rate swaps

 $(13.1) $(1.4)  2  $(4.9) $(4.8) 2 

Senior notes, net of unamortized discount and debt issuance costs

 $(584.2) $(595.6)  2  $(343.4) $(591.3) 2 

 

The fair value of trading investments has been measured using the market approach (Level 1)1) and reflect quoted market prices. The fair values of interest rate swaps and corresponding senior notes have been measured using the income approach (Level 2)2), which include relevant interest rate curve inputs. Trading investments are classified in other assets in our Consolidated Balance Sheets. Depending on their period end fair value, interestInterest rate swaps are classified in other assets, other long-term liabilities orand other accrued expenses in our Condensed Consolidated Balance Sheets. The senior notes are classified in long-term debt and current portion of long-term debt in our Condensed Consolidated Balance Sheets.

 

Financial Instruments

 

The carrying amount and estimated fair value at March 31, 2018, 2019, using the income approach (Level 2)2), based on their net present value, discounted at our current borrowing rate, of our senior revolving line of credit and remaining senior notes not measured at fair value on a recurring basis, were $415.8$941.2 million and $421.0$979.2 million, respectively.

 

The carrying amounts of all other instruments at March 31, 2018, 2019, approximate their fair value due to the short maturity of these instruments.

 

 

8.

Income Taxes

 

Our effective income tax rate was 26.0%22.7% for the three months ended March 31, 2018, 2019, compared to 28.0%26.0% for the three months ended March 31, 2017. 2018. In determining our quarterly provision for income taxes, we use an estimated annual effective tax rate, adjusted for discrete items. This rate is based on our expected annual income, statutory tax rates, best estimate of nontaxable and nondeductible items of income and expense, and the ultimate outcome of tax audits.

The Tax Cuts and Jobs Act (the Act) was enacted in December 2017.  Beginning in 2018, the Act reduced the U.S. federal corporate tax rate from 35% to 21%.  We are applying the guidance in the Securities and Exchange Commission Staff Accounting Bulletin (SAB) No.118 when accounting for the enactment-date effects of the Act.  At March 31, 2018, we have not yet completed our accounting for all of the tax effects of the Act.  However, we have made a reasonable estimate of the effects on our existing deferred tax assets and liabilities.  We will continue to make and refine our calculations as additional analysis is completed.  Our estimates may also be affected as we gain a more thorough understanding of the tax law. Our effective income tax rate for the first quarter 20172019 included the effect of a one-time after-tax benefitfavorable settlement of $13.6 million for the claiming of federal research and developmenta state income tax credits and domestic production tax deductions for the 2012 through 2016 tax years.audit.

 

At March 31, 2018, 2019, we had a total of $46.1$49.5 million in gross unrecognized tax benefits, which are a component of other long-term liabilities in our Condensed Consolidated Balance Sheets. Of this amount, $36.4$40.9 million represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate. The total amount of accrued interest and penalties for such unrecognized tax benefits was $4.1$5.3 million at March 31, 2018.2019.


 

 

9.

Legal Proceedings

 

We are a defendant in certain alleged class-action lawsuits in which the plaintiffs are current and former California-based employee drivers who allege claims for unpaid wages, failure to provide meal and rest periods, and other items. During the first half of 2014, the District Court inIn the lead class-action, granted judgmentwe reached an agreement and recorded a reserve in our favor with regardSeptember 2018 to resolve all claims.pending claims for a class settlement payment of $15 million, subject to Court approval. The plaintiffs appealed the case to the United States Court of Appeals for the Ninth Circuit.  In July 2017, the Ninth Circuit issued a Memorandum decision vacating the judgment in our favor and remanding the case to the District Court for further proceedings. The Ninth Circuit denied our Petition for Rehearing En Banc in November 2017, and the case has been reassigned to the United States District Court for the Central District of California for further proceedings according to the schedule entered by the Court. In February 2018, we filed a Petition for a Writ of Certiorari in the Supreme Courtan order granting final approval of the United States seeking review ofclass settlement on April 23, 2019. We anticipate the Ninth Circuit’s decision. The overlapping class claims in the other alleged class-action lawsuits remainthat have been stayed pending final resolutionapproval of the appellate process or a final decisionclass settlement in the lead class-action case.  We cannot reasonably estimate at this time the possible loss or range of loss, if any, that may arise from these lawsuits, however, in 2017, we recorded a $10 million reserve representing an amount we deem acceptable for the settlement of these claims.case will be dismissed.

 

In January 2017 we exercised our right to utilize the arbitration process to review the division of revenue collected beginning May 1, 2016, as well as to clarify other issues, under our Joint Service Agreement with BNSF Railway Company (BNSF). BNSF has requested the same, and the arbitration process has commenced.is on-going. In October 2018 we received the arbitrators’ Interim Award. The details of the Interim Award are confidential and require the parties to submit additional information requested by the arbitrators to decide certain unresolved matters. For the determined components of the Interim Award, we recorded an $18.3 million pre-tax charge in the third quarter 2018 related to certain charges claimed by BNSF for specific services requested for customers from April 2014 through May 2018. In December 2018 the arbitrators’ issued their Clarified Interim Award of October 2018 resulting from some of the parties’ additional submissions to the Panel regarding certain issues related to determining the revenue division between the parties. In January 2019 the Panel issued its Second Interim Award ordering that $89.4 million is due from the Company to BNSF resulting from the adjusted revenue divisions relating to the 2016 period at issue ($52.1 million) and for calendar year 2017 ($37.3 million). The parties have made further submissions on the revenue divisions for calendar year 2018 and going forward, as well as other confidential issues raised during the arbitration process so that the panel can issue an appropriate interim and/or final award regarding all issues raised during the proceeding. We recorded pretax charges for contingent liabilities in the fourth quarter 2018 of $89.4 million claimed by the BNSF for the period May 1, 2016 through December 31, 2017 and $44.6 million for the period January 1, 2018 through December 31, 2018, for a total of $134 million.


The other financial implications from the Interim Award and the Clarified Interim Award will not be fully determined until the arbitrators issue additional award(s) following their review of each party’s requested additional submissions. At this time, we are unable to reasonably predict the final outcome of the arbitration, and, as such, no further gain or loss contingency can be determined or recorded. If decided adversely, this matter could result in a liability material to our financial condition or results of operations. BNSF provides a significant amount of rail transportation services to our JBI business segment. At this time, we are unable to reasonably predict the outcome of the arbitration, and, as such, no gain or loss contingency can be determined or recorded. Normal commercial business activity between the parties, including load tendering, load tracing, billing and payments, has continued and is expected to continue on a timely basis.

 

We are involved in certain other claims and pending litigation arising from the normal conduct of business. Based on present knowledge of the facts and, in certain cases, opinions of outside counsel, we believe the resolution of these claims and pending litigation will not have a material adverse effect on our financial condition, results of operations or liquidity.

10.

Leases

As of March 31, 2019, we had various obligations remaining under operating lease arrangements related primarily to the rental of maintenance and support facilities, cross-dock and delivery system facilities, office space, parking yards and equipment. Many of these leases include one or more options, at our discretion, to renew and extend the agreement beyond the current lease expiration date or to terminate the agreement prior to the lease expiration date. These options are included in the calculation of our operating lease liability when it becomes reasonably certain the option will be exercised. Our lease obligations typically do not include options to purchase the leased property, nor do they contain residual value guarantees or material restrictive covenants. Operating leases with an initial term of more than 12 months are included in our Condensed Consolidated Balance Sheets as discounted liabilities and corresponding right-of-use assets consisting of the following (in millions):

  

Asset/(Liability)

Balance

 
  

March 31, 2019

 

Right-of-use assets

 $117.5 

Lease liabilities, current

 $(38.5)

Lease liabilities, long-term

 $(78.2)

Right-of-use assets are classified in other assets in our Condensed Consolidated Balance Sheets. Operating lease liability, current is classified in other accrued expenses, while operating lease liability, long-term is classified in other long-term liabilities in our Condensed Consolidated Balance Sheets.

As of March 31, 2019, the weighted-average remaining lease term for our outstanding operating lease obligations was 4.4 years and the weighted-average discount rate was 3.5%. Future minimum lease payments under these operating leases as of March 31, 2019, are as follows (in millions):

Year one

 $38.4 

Year two

  32.9 

Year three

  22.9 

Year four

  15.0 

Year five

  7.2 

Thereafter

  9.7 

Total lease payments

  126.1 

Less interest

  (9.4)

Present value of lease liabilities

 $116.7 

During the three months ended March 31, 2019, cash paid for amounts included in the measurement of operating lease liabilities was $9.6 million, while $9.4 million of operating lease expense was recognized on a straight-line basis. In addition, a total of $23.7 million of right-of-use assets were obtained during the first quarter 2019, in exchange for new operating lease liabilities, of which, $16.0 million were obtained through the business combination discussed at Note 11, Acquisitions.


11.

Acquisitions

On January 7, 2019, we entered into an asset purchase agreement to acquire substantially all of the assets and assume certain specified liabilities of the affiliated entities of Cory 1st Choice Home Delivery (Cory), subject to customary closing conditions.  The closing of the transaction was effective on February 15, 2019, with a purchase price of $100 million. Total consideration paid in cash under the Cory agreement was $98.5 million and consisted of the agreed upon purchase price adjusted for estimated working capital adjustments. In addition, we incurred approximately $2.9 million in transaction costs which are recorded in general and administrative expenses, net of asset dispositions in our Condensed Consolidated Statements of Earnings. The Cory acquisition was accounted for as a business combination and will operate within our Dedicated Contract Services® business segment. Assets acquired and liabilities assumed were recorded in our Condensed Consolidated Balance Sheet at their estimated fair values, as of the closing date, using cost, market data and valuation techniques that reflect management’s judgment and estimates. As a result of the acquisition, we recorded approximately $65.5 million of definite-lived intangible assets and approximately $28.4 million of goodwill. Goodwill consists of acquiring and retaining the Cory existing network and expected synergies from the combination of operations. The following table outlines the consideration transferred and preliminary purchase price allocation at their respective estimated fair values as of February 15, 2019 (in millions):

Consideration

 $98.5 

Accounts receivable

  8.9 

Other current assets

  0.5 

Property and equipment

  1.5 

Right-of-use assets

  16.0 

Intangible

  65.5 

Accounts payable and accrued liabilities

  (6.3)

Lease liabilities

  (16.0)

Goodwill

 $28.4 

12.

Goodwill and Other Intangible Assets

As discussed in Note 11, Acquisitions, in first quarter 2019, we recorded additional goodwill of approximately $28.4 million and additional finite-lived intangible assets of approximately $65.5 million in connection with the Cory acquisition. Total goodwill was $68.5 million and $40.1 million at March 31, 2019, and December 31, 2018, respectively. All goodwill is assigned to our Dedicated Contract Services® business segment and no impairment losses have been recorded for goodwill as of March 31, 2019. Prior to the Cory acquisition, our intangible assets consisted of those arising from a previous business acquisition and our purchased LDC network access, both within our Dedicated Contract Services® segment. Identifiable intangible assets consist of the following (in millions):

         

Weighted Average

         

Amortization

  

March 31, 2019

  

December 31, 2018

 

Period

Finite-lived intangibles:

         

Non-competition agreements

 $1.2  $0.2 

6.7

Customer relationships

  139.8   75.3 

10.0

LDC Network

  10.5   10.5 

10.0

Total finite-lived intangibles

  151.5   86.0  

Less accumulated amortization

  (23.1)  (20.9) 

Total identifiable intangible assets, net

 $128.4  $65.1  

Our finite-lived intangible assets have no assigned residual values.

Intangible asset amortization expense was $2.2 million for the first quarter 2019 and 2018. Estimated amortization expense for our finite-lived intangible assets is expected to be approximately $12.8 million for 2019 and $14.2 million for 2020 through 2023. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, impairment or accelerated amortization of intangible assets, and other events.

 


 

 

 

1013.

Business Segments

 

We reported four distinct business segments during the three months ended March 31, 2018 2019 and 2017.2018. These segments included Intermodal (JBI), Dedicated Contract Services® (DCS), Integrated Capacity Solutions (ICS), and Truckload (JBT). The operation of each of these businesses is described in Note 13, Segment Information, of our Annual Report (Form 10-K)10-K) for the year ended December 31, 2017. 2018. A summary of certain segment information is presented below (in millions):     

 

 

Assets

(Excludes intercompany accounts)

As of

  

Assets

(Excludes intercompany accounts)

As of

 
 

March 31, 2018

  

December 31, 2017

  

March 31, 2019

  

December 31, 2018

 

JBI

 $2,094  $2,108  $2,273  $2,221 

DCS

  1,254   1,182   1,833   1,595 

ICS

  197   204   206   212 

JBT

  275   283   291   307 

Other (includes corporate)

  602   688   724   757 

Total

 $4,422  $4,465  $5,327  $5,092 

��

  

Operating Revenues

For The Three Months Ended

March 31,

 
  

2019

  

2018

 

JBI

 $1,088  $1,070 

DCS

  602   494 

ICS

  301   296 

JBT

  102   93 

Subtotal

  2,093   1,953 

Inter-segment eliminations

  (3)  (5)

Total

 $2,090  $1,948 

 

 

Operating Revenues

For The Three Months Ended

March 31,

  

Operating Income

For The Three Months Ended

March 31,

 
 

2018

  

2017

  

2019

  

2018

 

JBI

 $1,070  $937  $103.3  $114.2 

DCS

  494   392   50.3   40.6 

ICS

  296   209   7.0   8.9 

JBT

  93   94   7.2   5.1 

Subtotal

  1,953   1,632 

Inter-segment eliminations

  (5)  (3)

Total

 $1,948  $1,629  $167.8  $168.8 

 

 

Operating Income

For The Three Months Ended

March 31,

  

Depreciation and Amortization Expense

For The Three Months Ended

March 31,

 
 

2018

  

2017

  

2019

  

2018

 

JBI

 $114.2  $95.3  $44.4  $42.7 

DCS

  40.6   44.8   57.4   46.9 

ICS

  8.9   4.4   0.9   0.4 

JBT

  5.1   4.9   8.8   10.2 

Other (includes corporate)

  8.4   5.4 

Total

 $168.8  $149.4  $119.9  $105.6 

 

  

Depreciation and Amortization Expense

For The Three Months Ended

March 31,

 
  

2018

  

2017

 

JBI

 $42.7  $40.5 

DCS

  46.9   36.5 

ICS

  0.4   0.2 

JBT

  10.2   10.2 

Other (includes corporate)

  5.4   4.8 

Total

 $105.6  $92.2 

��


 

 

 

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should refer to the attached interim Condensed Consolidated Financial Statements and related notes and also to our Annual Report (Form 10-K) for the year ended December 31, 2017,2018, as you read the following discussion. We may make statements in this report that reflect our current expectation regarding future results of operations, performance, and achievements. These are “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995, and are based on our belief or interpretation of information currently available. You should realize there are many risks and uncertainties that could cause actual results to differ materially from those described. Some of the factors and events that are not within our control and could have a significant impact on future operating results are general economic and business conditions, competition and competitive rate fluctuations, cost and availability of diesel fuel, ability to attract and retain qualified drivers and delivery personnel, a loss of one or more major customers, interference with or termination of our relationships with certain railroads, rail service delays, insurance costs and availability, claims expense, retention of key employees, terrorist attacks or actions, acts of war, adverse weather conditions, disruption or failure of information systems, new or different environmental or other laws and regulations, operational disruption or adverse effects of business acquisitions, increased costs for new revenue equipment or decreases in the value of used equipment, and the ability of revenue equipment manufacturers to perform in accordance with agreements for guaranteed equipment trade-in values. Additionally, our business is somewhat seasonal with slightly higher freight volumes typically experienced during August through early November in our full-load transportation business. You should also refer to Item 1A of our Annual Report (Form 10-K) for the year ended December 31, 2017,2018, for additional information on risk factors and other events that are not within our control. Our future financial and operating results may fluctuate as a result of these and other risk factors as described from time to time in our filings with the SEC.

 

GENERAL

 

We are one of the largest surface transportation, delivery, and logistics companies in North America. We operate four distinct, but complementary, business segments and provide a wide range of transportation and delivery services to a diverse group of customers throughout the continental United States, Canada, and Mexico. Our service offerings include transportation of full-truckload containerized freight, which we directly transport utilizing our company-controlled revenue equipment and company drivers or independent contractors. We have arrangements with most of the major North American rail carriers to transport freight in containers or trailers, while we perform the majority of the pickup and delivery services. We also provide customized freight movement, revenue equipment, labor, systems, and delivery services that are tailored to meet individual customers’ requirements and typically involve long-term contracts. These arrangements are generally referred to as dedicated services and may include multiple pickups and drops, local and home deliveries, freight handling, specialized equipment, and freight network design. Our local and home delivery services typically are provided through a network of cross-dock service centers throughout the continental United States. Utilizing a network of thousands of reliable third-party carriers, we also provide comprehensive transportation and logistics services. In addition to dry-van, full-load operations, these unrelated outside carriers also provide flatbed, refrigerated, less-than-truckload (LTL), and other specialized equipment, drivers, and services. Also, we utilize a combination of company-owned and contracted power units to provide traditional over-the-road full truckload delivery services. We account for our business on a calendar year basis, with our full year ending on December 31 and our quarterly reporting periods ending on March 31, June 30, and September 30. The operation of each of our four business segments is described in Note 13, Segment Information, of our Annual Report (Form 10-K) for the year ended December 31, 2017.

2018.

 

Critical Accounting Policies and Estimates

 

The preparation of our financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that impact the amounts reported in our Condensed Consolidated Financial Statements and accompanying notes. Therefore, the reported amounts of assets, liabilities, revenues, expenses and associated disclosures of contingent liabilities are affected by these estimates. We evaluate these estimates on an ongoing basis, utilizing historical experience, consultation with experts and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates. Any effects on our business, financial position or results of operations resulting from revisions to these estimates are recognized in the accounting period in which the facts that give rise to the revision become known.

 


Information regarding our Critical Accounting Policies and Estimates can be found in our Annual Report (Form 10-K). The critical accounting policies that we believe require us to make more significant judgments and estimates when we prepare our financial statements include those relating to self-insurance accruals, revenue equipment, revenue recognition and income taxes. We have discussed the development and selection of these critical accounting policies and estimates with the Audit Committee of our Board of Directors. In addition, Note 2, Summary of Significant Accounting Policies, to the financial statements in our Annual Report (Form 10-K) for the year ended December 31, 2017,2018, contains a summary of our critical accounting policies. There have been no material changes to the methodology we apply for critical accounting estimates as previously disclosed in our Annual Report on Form 10-K.

 


RESULTS OF OPERATIONS

 

Comparison of Three Months Ended March 31, 20189 to Three Months Ended March 31, 20178

 

 

Summary of Operating Segment Results

For the Three Months Ended March 31,

(in millions)

  

Summary of Operating Segment Results

For the Three Months Ended March 31,

(in millions)

 
 

Operating Revenues

  

Operating Income

  

Operating Revenues

  

Operating Income

 
 

2018

  

2017

  

2018

  

2017

  

2019

  

2018

  

2019

  

2018

 

JBI

 $1,070  $937  $114.2  $95.3  $1,088  $1,070  $103.3  $114.2 

DCS

  494   392   40.6   44.8   602   494   50.3   40.6 

ICS

  296   209   8.9   4.4   301   296   7.0   8.9 

JBT

  93   94   5.1   4.9   102   93   7.2   5.1 

Subtotal

  1,953   1,632   168.8   149.4   2,093   1,953   167.8   168.8 

Inter-segment eliminations

  (5)  (3)  -   -   (3)  (5)  -   - 

Total

 $1,948  $1,629  $168.8  $149.4  $2,090  $1,948  $167.8  $168.8 

 

Total consolidated operating revenues increased to $1.95$2.09 billion for the first quarter 2018,2019, a 20%7% increase from $1.63$1.95 billion in the first quarter 2017,2018, and a 17%an 8% increase excluding fuel surcharge revenues. This increase in operating revenues was primarily due to a 6% increase in load volumes and an 8%11% increase in revenue per load, excluding fuel surcharges, in JBI, a 26%22% increase in revenues in DCS related to new customer contracts and rate increases, from more mature customer contracts, and a 6%15% increase in load volume in ICS and a 34%10% increase in JBT revenue primarily due to customer rate increases and a larger operating fleet compared to the same period in 2018. These overall increases were partially offset by a 7% decrease in JBI load volume and a 12% decrease in revenue per load in ICS over the same period in 2017. JBT revenue decreased 1% primarily from fewer seated trucks compared to a year ago.ICS.

 

JBI segment revenue increased 14%2% to $1.07$1.09 billion during the first quarter 2018,2019, compared with $937 million$1.07 billion in 2017.2018. Load volumes during the first quarter 2018 grew 6%2019 decreased 7% over the same period 2017.2018. Transcontinental loads grew 2%declined 8% during the first quarter 2018,2019, while the Eastern network load volume grew 12%was down 7% compared to the first quarter 2017.2018. Approximately half of this decrease in volume is attributable to anticipated rail lane closures and persistent severe winter weather events in the Midwest region that impacted operations. The 14%2% increase in revenue was primarily due to the 6% volume growth, combined with an 8%a 10% increase in revenue per load, which is determined by the combination of customer rates, fuel surcharges and freight mix. Revenue per load excluding fuel surcharge revenue increased 4%11% year over year. JBI segment operating income increased 20%decreased 10%, to $114.2$103.3 million in the first quarter 2018,2019, from $95.3$114.2 million in 2017.2018. Benefits from volume growth, customer rate increases and freight mix were partiallymore than offset by an increase in rail purchased transportation costs; reduced network utilization and lower dray efficiency created from rail congestion, customer equipment pool utilization and a tight third party dray market;winter weather interruptions; higher equipment ownership and maintenance costs; and increased driver wages and recruiting costs; increased costs for onboarding and integration of container tracking technologies and insurance and claims costs compared to the first quarter 2017.2018. The current period ended with approximately 89,50095,800 units of trailing capacity and 5,4505,671 power units assigned to the dray fleet.

 


DCS segment revenue increased 26%22% to $494$602 million in the first quarter 20182019 from $392$494 million in 2017.2018. Productivity, defined as revenue per truck per week, increased 5%6% when compared to 2017.2018. Productivity excluding fuel surcharges increased 2%4%, primarily due to customer rate increases partially offset by a more impactful winter weather seasonand better integration of assets between customer accounts during the first quarter of 20182019 compared to 2017.2018. In addition, the growth in DCS revenue includes an increase of $35$26 million in Final Mile Services (FMS) revenue approximately $25 million of which was derived from the 2017 acquisition of Special Logistics Dedicated, resulting in a 75% increase in total FMS revenue when compared to first quarter 2017.2018. A net additional 1,3291,644 revenue producing trucks were in the fleet by the end of the first quarter 20182019 compared to a year ago, primarily from private fleet conversions and growth in FMS in the current and prior periods. DCS segment operating income decreased 9%increased 24% to $40.6$50.3 million in the first quarter 2018,2019, from $44.8$40.6 million in 2017.2018. Increased revenue was more thanpartially offset by winter weather inefficiencies, higher insurance and claims costs, increased driver wages and recruiting costs higher non-driver salaries wages and benefits, higher facilities rent and costs fromto expand the expanded FMS network, increased maintenance costs on equipment scheduled to be traded in 2018 and approximately $1.9 million in additional non-cash amortization expense compared to the first quarter 2017.2018.

 

ICS segment revenue increased 41%2% to $296$301 million in the first quarter 2018,2019, from $209$296 million in 2017.2018. Overall volumes increased 6%15% while revenue per load increased 34%decreased 12%, primarily due to customer mix changes and a more vibrantlower spot pricing market when compared to first quarter 2017. Spot volumes increased 43% and contractual business load counts decreased 7% compared to the same period in 2017.2018. Contractual business represented approximately 67%68% of total load volume and 44%51% of total revenue in the first quarter 2018,2019, compared to 76%67% and 63%44%, respectively, in 2017.2018. Approximately $186 million of first quarter 2019 ICS segment operating income increased 99%revenue was executed through the Marketplace for J.B. Hunt 360° compared to $8.9$96 million in the first quarter 2018, from $4.42018. ICS segment operating income decreased 22% to $7.0 million in 2017,the first quarter 2019, from $8.9 million in 2018. Gross profit margin increased to 16.5% in the first quarter 2019, compared to 14.4% in 2018, primarily from a higher revenue per load, a higherdue to an adequate supply of carrier capacity to accommodate customer demand during the current period. Increased gross profit margin and an increased number of brancheswas more than two years old, partially offset by continued personnel growth costs and increased technology spending as marketplacethe Marketplace for JBHunt360J.B. Hunt 360° continues its rollout. Approximately $96 million of first quarter 2018 ICS revenue was executed through the marketplace for JBHunt360. Gross profit margin increased to 14.4%expand in the first quarter 2018, compared to 14.3% in 2017, primarily due to increased spot market activity. Total branch count grew to 44 locations compared to 42 at the end of the comparable quarter last year.functionality and capacity. ICS’s carrier base increased 15%29% and employee count increased 14%18% compared to first the quarter 2017.2018.

 

JBT segment revenue totaled $93$102 million for the first quarter 2018, a decrease2019, an increase of 1%10% from $94$93 million in first quarter 2017.2018. Revenue excluding fuel surcharge decreased 3%increased 12% primarily from customer rate increases and a 15% decrease4% increase in load count partially offsetcompared to first quarter 2018. Load volume in the first quarter 2019 was negatively impacted by an increasesevere winter weather events in revenue per load.the Midwest region of operations. Revenue per load excluding fuel surcharge increased 14%8%, primarily from a 10%12% increase in rates per loaded mile, andpartially offset by a 3% increase4% decrease in length of haul when compared to first quarter 2017.2018. At the end of the first quarter 2018,2019, JBT operated 1,9262,043 tractors compared to 2,1441,926 in 2017.2018. JBT segment operating income increased 4%41% to $5.1$7.2 million in 2018,2019, compared with $4.9$5.1 million during first quarter 2017.2018. Benefits from the higher revenue per load and lower equipment ownership costs were partially offset by a 10% decrease in tractor count, an average of 162 unseated trucks during first quarter 2018, higher driver and independent contractor costs per mile and higher recruiting costs per driver and independent contractor compared to first quarter 2017.2018.

 


 

Consolidated Operating Expenses

 

The following table sets forth items in our Condensed Consolidated Statements of Earnings as a percentage of operating revenues and the percentage increase or decrease of those items as compared with the prior period.

 

 Three Months Ended March 31,  

Three Months Ended March 31,

 

Dollar Amounts as a

Percentage of Total

Operating Revenues

  

Percentage Change

of Dollar Amounts Between Quarters

  

Dollar Amounts as a

Percentage of Total

Operating Revenues

 

Percentage Change

of Dollar Amounts

Between Quarters

 

2018

  

2017

  

2018 vs. 2017

  

2019

 

2018

 

2019 vs. 2018

Total operating revenues

  100.0%  100.0%  19.6% 100.0

%

 100.0

%

 7.3%

Operating expenses:

                     

Rents and purchased transportation

  49.5   49.5   19.6  47.9  49.5  3.6 

Salaries, wages and employee benefits

  23.1   23.3   18.4  24.7  23.1  14.7 

Depreciation and amortization

 5.7  5.4  13.6 

Fuel and fuel taxes

  5.5   5.0   33.8  5.4  5.5  3.9 

Depreciation and amortization

  5.4   5.7   14.5 

Operating supplies and expenses

  3.6   3.6   21.8  3.7  3.6  10.6 

General and administrative expenses, net of asset dispositions

  1.7   1.3   37.7  2.2  1.7  39.3 

Insurance and claims

  1.5   1.4   23.9  1.4  1.5  1.7 

Operating taxes and licenses

  0.6   0.7   8.5  0.6  0.6  13.6 

Communication and utilities

  0.4   0.3   55.1  0.4  0.4  5.8 

Total operating expenses

  91.3   90.8   20.3  92.0  91.3  8.0 

Operating income

  8.7   9.2   13.0  8.0  8.7  (0.6)

Net interest expense

  0.5   0.4   34.3  0.6  0.5  42.4 

Earnings before income taxes

  8.2   8.8   12.0  7.4  8.2  (3.0)

Income taxes

  2.1   2.5   4.1  1.7  2.1  (15.2)

Net earnings

  6.1%  6.3%  15.0% 5.7

%

 6.1

%

 1.2%

 

Total operating expenses increased 20.3%8.0%, while operating revenues increased 19.6%7.3%, during the first quarter 2018,2019, from the comparable period 2017.2018. Operating income increaseddecreased to $168.8$167.8 million during the first quarter 2018,2019, from $149.4$168.8 million in 2017.2018.

 

Rents and purchased transportation costs increased 19.6%3.6% in 2018.2019. This increase was primarily the result of increased third-party rail purchased transportation rates in JBI and increased load volumes in ICS, which increased services provided by third-party rail and truck carriers within JBI and ICS segments and increased truck and rail purchased transportation rates.carriers.

 

Salaries, wages and employee benefit costs increased 18.4%14.7% in 20182019 compared with 2017.2018. This increase was primarily related to increases in driver pay and office personnel compensation due to a tighter supply of qualified drivers and an increase in the number of employees.

 

Fuel costs increased 33.8% in 2018, compared with 2017, due to increases in the price of fuel and increased road miles. Depreciation and amortization expense increased 14.5%13.6% in 2018,2019, primarily due to additions to our JBI segment tractor, container and chassis fleets to support additional business demand and equipment purchasedpurchases related to new DCS long-term customer contracts. Fuel costs increased 3.9% in 2019, compared with 2018, due to increased road miles, partially offset by a decrease in the price of fuel.

 

Operating supplies and expenses increased 21.8%10.6% in 2018,2019, compared with 2017,2018, primarily due to higher equipment maintenance costs, increased tire expense, higher travel costs, increased toll costs and higher building maintenancetravel expenses. General and administrative expenses increased 37.7%39.3% for the current quarter from the comparable period in 2017,2018, primarily due to increased net losses from asset salestechnology spend on the J.B. Hunt 360° platform and disposals,legacy system upgrades, higher FMS network facility costs, and increased building and computer rentals, and higher professional fees, partially offset by a reduction in charitable contributions.advertising expenses. Net loss from sale or disposal of assets was $2.8$2.3 million in 2018,2019, compared to a net loss of $1.7$2.8 million in 2017, primarily due to higher volume.2018. Insurance and claims expense increased 23.9%1.7% in 2018,2019, compared with 2017,2018, due to higher incident volume.

 

Net interest expense increased 34.3%42.4% in 2018,2019, due primarily to increased debt levels and higher effective interest rates on our debt.


Income tax expense increased 4.1%decreased 15.2% in first quarter 2018,2019, compared with 2017,2018, primarily due to increaseddecreased taxable earnings partially offset byand a lower effective income tax rate in first quarter 2018 due to the impactfavorable settlement of a state income tax audit during the Tax Cuts and Jobs Act of 2017.current period. Our effective income tax rate was 26.0%22.7% for the first quarter 2018,2019, compared to 28.0%26.0% in 2017. First quarter 2017 included a one-time after-tax benefit of $13.6 million for the claiming of federal research and development tax credits and domestic production tax deductions for the 2012 through 2016 tax years.2018. Our annual tax rate for 20182019 is expected to be 26.0%24.0%. In determining our quarterly provision for income taxes, we use an estimated annual effective tax rate, adjusted for discrete items. This rate is based on our expected annual income, statutory tax rates, best estimate of nontaxable and nondeductible items of income and expense, and the ultimate outcome of tax audits.

 


Liquidity and Capital Resources

 

Cash Flow

 

Net cash provided by operating activities totaled $262$251 million during the first three months of 2018,2019, compared with $286$262 million for the same period 2017.2018. Operating cash flows decreased due to the timing of general working capital activities, partially offset by increased earnings.activities. Net cash used in investing activities totaled $311 million in 2019, compared with $179 million in 2018, compared with $94 million in 2017.2018. The increase resulted from the purchase of Cory, which closed during first quarter 2019, and an increase in equipment purchases, in 2018 partially offset by an increase innet of proceeds from the sale of equipment, during the samecurrent period. Net cash provided by financing activities was $105 million in 2019, compared with net cash used in financing activities wasof $90 million in 2018, compared with $185 million in 2017.2018. This change resulted primarily from a decreasethe issuance of our $700 million of 3.875% senior notes due March 2026, partially offset by the full retirement of our $250 million of 2.40% senior notes that matured in treasury stock purchased in 2018.March 2019 and the pay down of our senior revolving line of credit to zero, during first quarter 2019.

 

Debt and Liquidity Data

 

 

March 31, 2018

  

December 31, 2017

  

March 31, 2017

  

March 31, 2019

  

December 31, 2018

  

March 31, 2018

 

Working capital ratio

  1.13   1.45   1.43   1.44   1.11   1.13 

Current portion of long-term debt (millions)

 $247.6   -   -   -  $250.7  $247.6 

Total debt (millions)

 $1,000.0  $1,085.6  $950.6  $1,284.6  $1,149.1  $1,000.0 

Total debt to equity

  0.51   0.59   0.69   0.58   0.55   0.51 

Total debt as a percentage of total capital

  34%  37%  41%  37

%

  35

%

  34

%

 

Liquidity

 

Our need for capital has typically resulted from the acquisition of containers and chassis, trucks, tractors and trailers required to support our growth and the replacement of older equipment.equipment as well as periodic business acquisitions. We are frequently able to accelerate or postpone a portion of equipment replacements depending on market conditions. We have, during the past few years, obtained capital through cash generated from operations, revolving lines of credit and long-term debt issuances. We have also periodically utilized operating leases to acquire revenue equipment. For all debt facilities maturing in 2019, it is our intent to pay the entire outstanding balances in full, on or before the maturity dates, using our existing senior revolving line of credit or other sources of long-term financing.

 

We believe our liquid assets, cash generated from operations, and revolving line of credit will provide sufficient funds for our operating and capital requirements for the foreseeable future. The following table summarizes our expected obligations and commitments as of March 31, 20182019 (in millions):

 

 

 

 

 

Total

  

 

One

Year Or

Less

  

 

One to

Three

Years

  

 

 

Three to

Five Years

  

 

After

Five

Years

  

Total

  

One Year

Or Less

  

One to

Three Years

  

Three to

Five Years

  

After

Five Years

 

Operating leases

 $107.8  $29.4  $46.9  $24.3  $7.2  $126.1  $38.4  $55.8  $22.2  $9.7 

Debt obligations

  1,017.9   250.0   167.9   350.0   250.0   1,300.0   -   -   600.0   700.0 

Interest payments on debt (1)

  126.5   33.0   48.8   35.1   9.6 

Interest payments on debt (1)

  284.1   50.9   101.8   79.4   52.0 

Commitments to acquire revenue equipment and facilities

  743.4   362.8   380.6   -   -   278.3   278.3   -   -   - 

Total

 $1,995.6  $675.2  $644.2  $409.4  $266.8  $1,988.5  $367.6  $157.6  $701.6  $761.7 

 

(1)

Interest payments on debt are based on the debt balance and applicable rate at March 31, 2018.2019.


 

Our net capital expenditures were approximately $179$212 million during the first three months of 2018,2019, compared with $91$179 million for the same period 2017.2018. Our net capital expenditures include net additions to revenue equipment and non-revenue producing assets that are necessary to contribute to and support the future growth of our various business segments. Capital expenditures in 20182019 were primarily for tractors, additional intermodal containers and chassis, and other trailing equipment. We are currently committed to spend approximately $743$278 million during 20182019 and 2019.2020. We expect to spend in the range of $440$410 million to $460$430 million for net capital expenditures during the remainder of 2018.2019. On February 15, 2019, we completed our acquisition of substantially all of the assets and assumption of certain specified liabilities of the affiliated entities of Cory; see Note 11, Acquisitions, in our Condensed Consolidated Financial Statements. We used our existing revolving credit facility to finance this transaction and to provide any necessary liquidity for current and future operations. This acquisition did not have a material impact on our interest expense. The table above excludes $50.2$54.8 million of potential liabilities for uncertain tax positions, including interest and penalties, which are recorded on our Condensed Consolidated Balance Sheets. However, we are unable to reasonably estimate the ultimate timing of any settlements.


 

Off-Balance Sheet Arrangements

 

Our onlyWe had no off-balance sheet arrangements, other than our net purchase commitments of $278 million, as of March 31, 2018, were operating leases related to facility lease obligations.2019.

 

Risk Factors

 

You should refer to Item 1A of our Annual Report (Form 10-K) for the year ended December 31, 2017,2018, under the caption “Risk Factors” for specific details on the following factors and events that are not within our control and could affect our financial results.

 

 

Our business is subject to general economic and business factors, any of which could have a material adverse effect on our results of operations. Economic trends and tightening of credit in financial markets could adversely affect our ability, and the ability of our suppliers, to obtain financing for operations and capital expenditures.

 

We depend on third parties in the operation of our business.

 

Rapid changes in fuel costs could impact our periodic financial results.

 

Insurance and claims expenses could significantly reduce our earnings.

 

We derive a significant portion of our revenue from a few major customers, the loss of one or more of which could have a material adverse effect on our business.

 

We operate in a regulated industry, and increased direct and indirect costs of compliance with, or liability for violation of, existing or future regulations could have a material adverse effect on our business.

 

Difficulty in attracting and retaining drivers, delivery personnel and third-party carriers could affect our profitability and ability to grow.

 

A determination that independent contractors are employees could expose us to various liabilities and additional costs.
We may be subject to litigation claims that could result in significant expenditures.

 

We rely significantly on our information technology systems, a disruption, failure or security breach of which could have a material adverse effect on our business.

 

 

We operate in a competitive and highly fragmented industry. Numerous factors could impair our ability to maintain our current profitability and to compete with other carriers and private fleets.

 

Extreme or unusual weather conditions can disrupt our operations, impact freight volumes and increase our costs, all of which could have a material adverse effect on our business results.


 

Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties.

 

Acquisitions or business combinations may disrupt or have a material adverse effect on our operations or earnings.


 

ITEM 3. Quantitative And Qualitative Disclosures AbouT Market Risk

 

Our outstanding debt at March 31, 20182019 includes our senior revolving line of credit and senior notes issuances. Our senior notes have fixed interest rates ranging from 2.40%3.30% to 3.85%3.875%. Our senior revolving line of credit has variable interest rates, which are based on the Prime Rate, the Federal Funds Rate, or LIBOR, depending upon the specific type of borrowing, plus any applicable margins. We currently have an interest rate swap agreementsagreement which effectively convertconverts our $250 million of 2.40% and $350 million of 3.30% fixed rate senior notes due March 2019 and August 2022 respectfully, to a variable rates,rate, to allow us to maintain a desired mix of variable and fixed rate debt. The applicable interest ratesrate under these agreements arethis agreement is based on LIBOR plus an established margin. Risk can be quantified by measuring the financial impact of a near-term adverse increase in short-term interest rates. Our earnings would be affected by changes in these short-term variable interest rates. At our current level of borrowing, a one percentage point increase in our applicable rate would reduce annual pretax earnings by $7.7$3.5 million.

 

Although we conduct business in foreign countries, international operations are not material to our consolidated financial position, results of operations or cash flows. Additionally, foreign currency transaction gains and losses were not material to our results of operations for the three months ended March 31, 2018.2019. Accordingly, we are not currently subject to material foreign currency exchange rate risks from the effects that exchange rate movements of foreign currencies would have on our future costs or on future cash flows we would receive from our foreign investment. As of March 31, 2018,2019, we had no foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.

 

The price and availability of diesel fuel are subject to fluctuations due to changes in the level of global oil production, seasonality, weather and other market factors. Historically, we have been able to recover a majority of fuel price increases from our customers in the form of fuel surcharges. We cannot predict the extent to which high fuel price levels may occur in the future, or the extent to which fuel surcharges could be collected to offset such increases. As of March 31, 2018,2019, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations.

 

ITEM 4. CONTROLS AND PROCEDURES

 

We maintain controls and procedures designed to ensure that the information we are required to disclose in the reports we file with the SEC is recorded, processed, summarized and reported, within the time periods specified in the SEC rules, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended).  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2018.2019.

 

There were no changes in our internal control over financial reporting during the first quarter of 20182019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 


 

Part II.   Other Information

 

ITEM 1.     LEGAL PROCEEDINGS

 

We are a defendant in certain alleged class-action lawsuits in which the plaintiffs are current and former California-based employee drivers who allege claims for unpaid wages, failure to provide meal and rest periods, and other items. During the first half of 2014, the District Court inIn the lead class-action, granted judgmentwe reached an agreement and recorded a reserve in our favor with regardSeptember 2018 to resolve all claims.pending claims for a class settlement payment of $15 million, subject to Court approval. The plaintiffs appealed the case to the United States Court of Appeals for the Ninth Circuit.  In July 2017, the Ninth Circuit issued a Memorandum decision vacating the judgment in our favor and remanding the case to the District Court for further proceedings. The Ninth Circuit denied our Petition for Rehearing En Banc in November 2017, and the case has been reassigned to the United States District Court for the Central District of California for further proceedings according to the schedule entered by the Court. In February 2018, we filed a Petition for a Writ of Certiorari in the Supreme Courtan order granting final approval of the United States seeking review ofclass settlement on April 23, 2019. We anticipate the Ninth Circuit’s decision. The overlapping class claims in the other alleged class-action lawsuits remainthat have been stayed pending final resolutionapproval of the appellate process or a final decisionclass settlement in the lead class-action case.  We cannot reasonably estimate at this time the possible loss or range of loss, if any, that may arise from these lawsuits, however, in 2017, we recorded a $10 million reserve representing an amount we deem acceptable for the settlement of these claims.case will be dismissed.

 

In January 2017 we exercised our right to utilize the arbitration process to review the division of revenue collected beginning May 1, 2016, as well as to clarify other issues, under our Joint Service Agreement with BNSF Railway Company (BNSF). BNSF has requested the same, and the arbitration process has commenced.is on-going. In October 2018 we received the arbitrators’ Interim Award. The details of the Interim Award are confidential and require the parties to submit additional information requested by the arbitrators to decide certain unresolved matters. For the determined components of the Interim Award, we recorded an $18.3 million pre-tax charge in the third quarter 2018 related to certain charges claimed by BNSF for specific services requested for customers from April 2014 through May 2018. In December 2018 the arbitrators’ issued their Clarified Interim Award of October 2018 resulting from some of the parties’ additional submissions to the Panel regarding certain issues related to determining the revenue division between the parties. In January 2019 the Panel issued its Second Interim Award ordering that $89.4 million is due from the Company to BNSF resulting from the adjusted revenue divisions relating to the 2016 period at issue ($52.1 million) and for calendar year 2017 ($37.3 million). The parties have made further submissions on the revenue divisions for calendar year 2018 and going forward, as well as other confidential issues raised during the arbitration process so that the panel can issue an appropriate interim and/or final award regarding all issues raised during the proceeding. We recorded pretax charges for contingent liabilities in the fourth quarter 2018 of $89.4 million claimed by the BNSF for the period May 1, 2016 through December 31, 2017 and $44.6 million for the period January 1, 2018 through December 31, 2018, for a total of $134 million.

The other financial implications from the Interim Award and the Clarified Interim Award will not be fully determined until the arbitrators issue additional award(s) following their review of each party’s requested additional submissions. At this time, we are unable to reasonably predict the final outcome of the arbitration, and, as such, no further gain or loss contingency can be determined or recorded. If decided adversely, this matter could result in a liability material to our financial condition or results of operations. BNSF provides a significant amount of rail transportation services to our JBI business segment. At this time, we are unable to reasonably predict the outcome of the arbitration, and, as such, no gain or loss contingency can be determined or recorded. Normal commercial business activity between the parties, including load tendering, load tracing, billing and payments, has continued and is expected to continue on a timely basis.

 

We are involved in certain other claims and pending litigation arising from the normal conduct of business. Based on present knowledge of the facts and, in certain cases, opinions of outside counsel, we believe the resolution of these claims and pending litigation will not have a material adverse effect on our financial condition, results of operations or liquidity.

 


ITEM 1A.  RISK FACTORS

ITEM 1A.

RISK FACTORS

 

Information regarding risk factors appears in Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report on Form 10-Q and in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017.2018.

 

ITEM 2.

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Not applicable.

 

ITEM 3.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

ITEM 4.MINE SAFETY DISCLOSURES

MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5.

ITEM 5.    OTHER INFORMATION

 

Not applicable.

 

ITEM 6.

ITEM 6.    EXHIBITS

 

Index to Exhibits

 


 

Exhibit

 

Number

Exhibits

  

3.1

Amended and Restated Articles of Incorporation of J.B. Hunt Transport Services, Inc. dated May 19, 1988 (incorporated by reference from Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2005, filed April 29, 2005)

  

3.2

Amended and Restated Bylaws of J.B. Hunt Transport Services, Inc. dated April 23, 2015 (incorporated by reference from Exhibit 3.1 of the Company’s current report on Form 8-K, filed April 27, 2015)

  
31.1

4.1

Base Indenture, dated as of March 1, 2019, by and among the Company, Transport and Wells Fargo Bank, National Association, as Trustee (incorporated by reference from Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed March 1, 2019)

4.2

First Supplemental Indenture, dated as of March 1, 2019, by and among the Company, Transport and Wells Fargo Bank, National Association, as Trustee (incorporated by reference from Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed March 1, 2019)

4.3

Form of 3.875% Senior Note due 2026 (set forth as Exhibit A to the First Supplemental Indenture attached as Exhibit 4.2 hereto)

10.1

Credit Agreement and related documents (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed March 1, 2019)

10.2

First Amendment to Credit Agreement, dated as of March 1, 2019, by and among the Company, Transport, Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed March 1, 2019)

31.1

Rule 13a-14(a)/15d-14(a) Certification

  

31.2

Rule 13a-14(a)/15d-14(a) Certification

  

32.1

Section 1350 Certification

  

32.2

Section 1350 Certification

  
101.INSXBRL Instance Document
  
101.SCH

99.1

Asset Purchase Agreement dated January 7, 2019 (incorporated by reference from Exhibit 99.2 of the Company’s Current Report on Form 8-K, filed January 10, 2019)

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

  


 

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 thereunto duly authorized, in the city of Lowell, Arkansas, on the 4th26th day of May, 2018.April, 2019.

 

 

J.B. HUNT TRANSPORT SERVICES, INC.

 (Registrant)

 
    

BY:

/s/ John N. Roberts, III

John N. Roberts, III

President and Chief Executive Officer

(Principal Executive Officer)

    
    
 BY:/s/ John N. Roberts, III
John N. Roberts, III
President and Chief Executive Officer
(Principal Executive Officer)
BY:/s/ David G. Mee 
  David G. Mee 
  Executive Vice President, Finance and 
  Administration and Chief Financial Officer 
  (Principal Financial Officer) 
    
    
 BY:/s/ John K. Kuhlow 
  John K. Kuhlow 
  Senior Vice President Finance, Controller, 
  Chief Accounting Officer 
  (Principal Accounting Officer) 

 

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