Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 19, 2024 | Jun. 30, 2023 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 0-19969 | ||
Entity Registrant Name | ARCBEST CORPORATION | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 71-0673405 | ||
Entity Address, Address Line One | 8401 McClure Drive | ||
Entity Address, City or Town | Fort Smith | ||
Entity Address, State or Province | AR | ||
Entity Address, Postal Zip Code | 72916 | ||
City Area Code | 479 | ||
Local Phone Number | 785-6000 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | ARCB | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,326,818,530 | ||
Entity Common Stock, Shares Outstanding | 23,520,701 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Tulsa, Oklahoma | ||
Auditor Firm ID | 42 | ||
Entity Central Index Key | 0000894405 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 262,226 | $ 158,264 |
Short-term investments | 67,842 | 167,662 |
Accounts receivable, less allowances (2023 - $10,346; 2022 - $13,892) | 430,122 | 517,494 |
Other accounts receivable, less allowances (2023 - $731; 2022 - $713) | 52,124 | 11,016 |
Prepaid expenses | 37,034 | 39,484 |
Prepaid and refundable income taxes | 24,319 | 19,239 |
Current assets of discontinued operations | 64,736 | |
Other | 11,116 | 11,888 |
TOTAL CURRENT ASSETS | 884,783 | 989,783 |
PROPERTY, PLANT AND EQUIPMENT | ||
Land and structures | 460,068 | 401,840 |
Revenue equipment | 1,126,055 | 1,038,832 |
Service, office, and other equipment | 319,466 | 298,234 |
Software | 173,354 | 167,164 |
Leasehold improvements | 24,429 | 23,466 |
TOTAL PROPERTY, PLANT AND EQUIPMENT, Gross | 2,103,372 | 1,929,536 |
Less allowances for depreciation and amortization | 1,188,548 | 1,129,366 |
PROPERTY, PLANT AND EQUIPMENT, net | 914,824 | 800,170 |
GOODWILL | 304,753 | 304,753 |
INTANGIBLE ASSETS, net | 101,150 | 113,733 |
OPERATING RIGHT-OF-USE ASSETS | 169,999 | 166,515 |
DEFERRED INCOME TAXES | 8,140 | 6,342 |
LONG-TERM ASSETS OF DISCONTINUED OPERATIONS | 11,097 | |
OTHER LONG-TERM ASSETS | 101,445 | 101,893 |
TOTAL ASSETS | 2,485,094 | 2,494,286 |
CURRENT LIABILITIES | ||
Accounts payable | 214,004 | 269,854 |
Income taxes payable | 10,410 | 16,017 |
Accrued expenses | 378,029 | 338,457 |
Current portion of long-term debt | 66,948 | 66,252 |
Current portion of operating lease liabilities | 32,172 | 26,225 |
Current liabilities of discontinued operations | 51,665 | |
TOTAL CURRENT LIABILITIES | 701,563 | 768,470 |
LONG-TERM DEBT, less current portion | 161,990 | 198,371 |
OPERATING LEASE LIABILITIES, less current portion | 176,621 | 147,828 |
POSTRETIREMENT LIABILITIES, less current portion | 13,319 | 12,196 |
LONG-TERM LIABILITIES OF DISCONTINUED OPERATIONS | 781 | |
CONTINGENT CONSIDERATION | 92,900 | 112,000 |
OTHER LONG-TERM LIABILITIES | 40,553 | 42,745 |
DEFERRED INCOME TAXES | 55,785 | 60,494 |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2023: 30,024,125 shares; 2022: 29,758,716 shares | 300 | 298 |
Additional paid-in capital | 340,961 | 339,582 |
Retained earnings | 1,272,584 | 1,088,693 |
Treasury stock, at cost, 2023: 6,460,137 shares; 2022: 5,529,383 shares | (375,806) | (284,275) |
Accumulated other comprehensive income | 4,324 | 7,103 |
TOTAL STOCKHOLDERS' EQUITY | 1,242,363 | 1,151,401 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 2,485,094 | $ 2,494,286 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowances (in dollars) | $ 10,346 | $ 13,892 |
Other accounts receivable, allowances (in dollars) | $ 731 | $ 713 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares | 70,000,000 | 70,000,000 |
Common stock, issued shares | 30,024,125 | 29,758,716 |
Treasury stock, at cost, shares | 6,460,137 | 5,529,383 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | |||
REVENUES | $ 4,427,443 | $ 5,029,008 | $ 3,766,185 |
OPERATING EXPENSES | 4,254,824 | 4,634,482 | 3,489,207 |
OPERATING INCOME | 172,619 | 394,526 | 276,978 |
OTHER INCOME (COSTS) | |||
Interest and dividend income | 14,728 | 3,873 | 1,226 |
Interest and other related financing costs | (9,094) | (7,726) | (8,914) |
Other, net | 8,662 | (2,370) | 3,797 |
TOTAL OTHER INCOME (COSTS) | 14,296 | (6,223) | (3,891) |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 186,915 | 388,303 | 273,087 |
INCOME TAX PROVISION | 44,751 | 93,655 | 62,628 |
NET INCOME FROM CONTINUING OPERATIONS | 142,164 | 294,648 | 210,459 |
INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX | 53,269 | 3,561 | 3,062 |
NET INCOME | $ 195,433 | $ 298,209 | $ 213,521 |
BASIC EARNINGS PER COMMON SHARE | |||
Continuing operations (in dollars per share) | $ 5.92 | $ 11.98 | $ 8.26 |
Discontinued operations (in dollars per share) | 2.22 | 0.14 | 0.12 |
BASIC EARNINGS PER COMMON SHARE (in dollars per share) | 8.14 | 12.13 | 8.38 |
DILUTED EARNINGS PER COMMON SHARE | |||
Continuing operations (in dollars per share) | 5.77 | 11.55 | 7.86 |
Discontinued operations (in dollars per share) | 2.16 | 0.14 | 0.11 |
DILUTED EARNINGS PER COMMON SHARE (in dollars per share) | $ 7.93 | $ 11.69 | $ 7.98 |
AVERAGE COMMON SHARES OUTSTANDING | |||
Basic (in shares) | 24,018,801 | 24,585,205 | 25,471,939 |
Diluted (in shares) | 24,634,617 | 25,504,508 | 26,772,126 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Net Income (Loss) | $ 195,433 | $ 298,209 | $ 213,521 |
Postretirement benefit plans: | |||
Net actuarial gain (loss), net of tax of: (2023 - $294; 2022 - $1,144; 2021 - $451) | (847) | 3,298 | 1,300 |
Amortization of unrecognized net periodic benefit cost (credit), net of tax of: (2023 - $342; 2022 - $195, 2021 - $139) | |||
Net actuarial gain | (988) | (562) | (400) |
Interest rate swap and foreign currency translation: | |||
Change in unrealized gain (loss) on interest rate swap, net of tax of: (2023 - $475; 2022 - $812, 2021 - $534) | (1,341) | 2,295 | 1,507 |
Change in foreign currency translation, net of tax of: (2023 - $141; 2022 - $576, 2021 - $36) | 397 | (1,627) | 102 |
OTHER COMPREHENSIVE INCOME (LOSS), net of tax | (2,779) | 3,404 | 2,509 |
TOTAL COMPREHENSIVE INCOME | $ 192,654 | $ 301,613 | $ 216,030 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Net actuarial gain, tax | $ (294) | $ 1,144 | $ 451 |
Amortization of unrecognized net periodic benefit cost, tax | (342) | (195) | (139) |
Change in unrealized gain (loss) on interest rate swap, tax | (475) | 812 | 534 |
Change in foreign currency translation, tax | $ 141 | $ (576) | $ 36 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Income | Total |
Balances at Dec. 31, 2020 | $ 290 | $ 342,354 | $ 595,932 | $ (111,173) | $ 1,190 | $ 828,593 |
Balances (in shares) at Dec. 31, 2020 | 29,045,000 | |||||
Balances, Treasury stock (in shares) at Dec. 31, 2020 | 3,657,000 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 213,521 | 213,521 | ||||
Other comprehensive income (loss), net of tax | 2,509 | 2,509 | ||||
Issuance of common stock under share-based compensation plans | $ 4 | (4) | ||||
Issuance of common stock under share-based compensation plans (in shares) | 315,000 | |||||
Shares withheld for employee tax remittance on share-based compensation | (10,743) | (10,743) | ||||
Share-based compensation expense | 11,426 | 11,426 | ||||
Purchase of treasury stock | $ (83,100) | (83,100) | ||||
Purchase of treasury stock (in shares) | 836,000 | |||||
Forward contract for accelerated share repurchase | (25,000) | (25,000) | ||||
Dividends declared on common stock | (8,139) | (8,139) | ||||
Balances at Dec. 31, 2021 | $ 294 | 318,033 | 801,314 | $ (194,273) | 3,699 | 929,067 |
Balances (in shares) at Dec. 31, 2021 | 29,360,000 | |||||
Balances, Treasury stock (in shares) at Dec. 31, 2021 | 4,493,000 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 298,209 | 298,209 | ||||
Other comprehensive income (loss), net of tax | 3,404 | 3,404 | ||||
Issuance of common stock under share-based compensation plans | $ 4 | (4) | ||||
Issuance of common stock under share-based compensation plans (in shares) | 399,000 | |||||
Shares withheld for employee tax remittance on share-based compensation | (16,222) | (16,222) | ||||
Share-based compensation expense | 12,775 | 12,775 | ||||
Purchase of treasury stock | $ (65,002) | (65,002) | ||||
Purchase of treasury stock (in shares) | 822,000 | |||||
Forward contract for accelerated share repurchase | 25,000 | $ (25,000) | ||||
Forward contract for accelerated share repurchase (in shares) | 214,000 | |||||
Dividends declared on common stock | (10,830) | (10,830) | ||||
Balances at Dec. 31, 2022 | $ 298 | 339,582 | 1,088,693 | $ (284,275) | 7,103 | $ 1,151,401 |
Balances (in shares) at Dec. 31, 2022 | 29,759,000 | |||||
Balances, Treasury stock (in shares) at Dec. 31, 2022 | 5,529,000 | 5,529,383 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 195,433 | $ 195,433 | ||||
Other comprehensive income (loss), net of tax | (2,779) | (2,779) | ||||
Issuance of common stock under share-based compensation plans | $ 2 | (2) | ||||
Issuance of common stock under share-based compensation plans (in shares) | 265,000 | |||||
Shares withheld for employee tax remittance on share-based compensation | (10,311) | (10,311) | ||||
Share-based compensation expense | 11,692 | 11,692 | ||||
Purchase of treasury stock | $ (91,531) | (91,531) | ||||
Purchase of treasury stock (in shares) | 931,000 | |||||
Dividends declared on common stock | (11,542) | (11,542) | ||||
Balances at Dec. 31, 2023 | $ 300 | $ 340,961 | $ 1,272,584 | $ (375,806) | $ 4,324 | $ 1,242,363 |
Balances (in shares) at Dec. 31, 2023 | 30,024,000 | |||||
Balances, Treasury stock (in shares) at Dec. 31, 2023 | 6,460,000 | 6,460,137 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING ACTIVITIES | |||
Net income | $ 195,433 | $ 298,209 | $ 213,521 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 132,900 | 127,119 | 118,864 |
Amortization of intangibles | 12,829 | 12,920 | 5,357 |
Share-based compensation expense | 11,438 | 12,775 | 11,426 |
Provision for losses on accounts receivable | 3,630 | 6,955 | 1,466 |
Change in deferred income taxes | (5,566) | (6,250) | (7,589) |
(Gain) loss on sale of property and equipment | 4,797 | (11,650) | (8,520) |
Gain on sale of subsidiary | (402) | (6,923) | |
Pre-tax gain on sale of discontinued operations | (70,201) | ||
Lease impairment charges | 30,162 | ||
Change in fair value of contingent consideration | (19,100) | 18,300 | |
Change in fair value of equity investment | (3,739) | ||
Changes in operating assets and liabilities: | |||
Receivables | 41,189 | (10,349) | (122,782) |
Prepaid expenses | 2,563 | (410) | (1,482) |
Other assets | 3,830 | (2,941) | 354 |
Income taxes | (10,657) | (5,041) | 13,136 |
Operating right-of-use assets and lease liabilities, net | 2,920 | 2,952 | 623 |
Accounts payable, accrued expenses, and other liabilities | (10,261) | 28,632 | 106,064 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 322,167 | 470,819 | 323,515 |
INVESTING ACTIVITIES | |||
Purchases of property, plant and equipment, net of financings | (219,021) | (148,223) | (58,412) |
Proceeds from sale of property and equipment | 7,763 | 19,691 | 13,815 |
Proceeds from sale of discontinued operations | 100,949 | ||
Business acquisition, net of cash acquired | 2,279 | (239,380) | |
Proceeds from the sale of subsidiary | 475 | 9,013 | |
Purchases of short-term investments | (96,537) | (182,352) | (56,011) |
Proceeds from sale of short-term investments | 198,120 | 64,329 | 73,182 |
Purchase of long-term investments | (25,350) | ||
Capitalization of internally developed software | (12,977) | (17,282) | (20,061) |
NET CASH USED IN INVESTING ACTIVITIES | (21,703) | (261,083) | (303,204) |
FINANCING ACTIVITIES | |||
Borrowings under credit facilities | 58,000 | 50,000 | |
Proceeds from notes payable | 14,206 | 3,523 | |
Payments on long-term debt | (69,180) | (115,540) | (171,915) |
Net change in book overdrafts | (14,101) | 8,356 | (1,957) |
Deferred financing costs | 55 | (952) | (314) |
Payment of common stock dividends | (11,542) | (10,830) | (8,139) |
Purchases of treasury stock | (91,531) | (65,002) | (83,100) |
Forward contract for accelerated share repurchase | (25,000) | ||
Payments for tax withheld on share-based compensation | (10,311) | (16,222) | (10,743) |
NET CASH USED IN FINANCING ACTIVITIES | (196,610) | (127,984) | (247,645) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 103,854 | 81,752 | (227,334) |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 262,226 | 158,372 | 76,620 |
NONCASH INVESTING ACTIVITIES | |||
Equipment financed | 33,495 | 82,425 | 59,700 |
Accruals for equipment received | 1,727 | 4,337 | 1,704 |
Lease liabilities arising from obtaining right-of-use assets | $ 62,425 | $ 87,294 | $ 14,671 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
Cash and cash equivalents of continuing operations at beginning of period | $ 158,264 | $ 76,568 | $ 303,872 |
Cash and cash equivalents of discontinued operations at beginning of period | $ 108 | $ 52 | $ 82 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION | 12 Months Ended |
Dec. 31, 2023 | |
ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION | |
ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION | NOTE A – ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATIO N Organization and Description of Business ArcBest Corporation ™ ® The Asset-Based segment represented approximately 63% of the Company’s 2023 total revenues before other revenues and intercompany eliminations. As of December 2023, approximately 82% of the Asset-Based segment’s employees were covered under a collective bargaining agreement, the ABF National Master Freight Agreement (the “2023 ABF NMFA”), with the International Brotherhood of Teamsters (the “IBT”), which was ratified on June 30, 2023 by a majority of ABF Freight’s IBT member employees. A majority of the 2023 ABF NMFA supplements also passed. The remaining supplements were ratified on July 7, 2023. The 2023 ABF NMFA was implemented on July 16, 2023, effective retroactive to July 1, 2023, and will remain in effect through June 30, 2028. Financial Statement Presentation Consolidation: Segment Information: Use of Estimates: Reclassifications: Certain reclassifications have been made to the prior period presentation of other long-term liabilities to conform to the current-year presentation of the contingent consideration liability on a separate line in the consolidated balance sheets. For the years ended December 31, 2022 and 2021, certain reclassifications have been made between operating expenses lines of the Asset-Light segment to conform to the current-year presentation of certain facility rent expenses. There was no impact on total liabilities or total operating expenses as a result of these reclassifications. |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
ACCOUNTING POLICIES | |
ACCOUNTING POLICIES | NOTE B – ACCOUNTING POLICIES Cash, Cash Equivalents, and Short-Term Investments: Certificates of deposit are valued at cost plus accrued interest, which approximates fair value. Held-to-maturity U.S. Treasury securities are recorded at amortized cost with interest and amortization of premiums and discounts included in interest income. Quarterly, the Company evaluates held-to-maturity securities for any other-than-temporary impairments related to any intention to sell or requirement to sell before its amortized costs are recovered. If a security is considered to be other-than-temporarily impaired, the difference between amortized cost and the amount that is determined to be recoverable is recorded in operating income. Concentration of Credit Risk: The Company’s services are provided primarily to customers throughout the United States and, to a lesser extent, Canada, Mexico, and other international locations. On a consolidated basis, the Company had no single customer representing more than 2% of its revenues in 2023, 2022, or 2021 or more than 5% of its accounts receivable balance at December 31, 2023 and 2022. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. Historically, credit losses have been within management’s expectations. Receivable Allowances: Property, Plant and Equipment, Including Repairs and Maintenance: Computer Software for Internal Use, Including Web Site Development and Cloud Computing Costs: straight-line method generally over 2 to 7 years. Capitalized costs related to cloud computing and hosting arrangements are presented within prepaid expenses in the accompanying consolidated balance sheets. The amount of costs capitalized within any period is dependent on the nature of software development activities and projects in each period. Impairment Assessment of Long-Lived Assets: . Assets to be disposed of are reclassified as assets held for sale at the lower of their carrying amount or fair value less cost to sell. Assets held for sale primarily represent Asset-Based segment nonoperating properties, older revenue equipment, and other equipment. Adjustments to write down assets to fair value less the amount of costs to sell are reported in operating income. Assets held for sale are expected to be disposed of by selling the assets within the next 12 months. Gains and losses on property and equipment are reported in operating income. Assets held for sale of $1.5 million and $0.8 million were reported within other long-term assets as of December 31, 2023 and 2022, respectively. Business Combinations: Contingent Consideration: Goodwill and Intangible Assets: Indefinite-lived intangible assets are also not amortized but rather are evaluated for impairment annually or more frequently if indicators of impairment exist. Consistent with goodwill, the Company typically assesses qualitative factors but may from time to time perform a quantitative assessment to determine if it is more likely than not that the fair value of indefinite-lived intangible assets is less than its carrying value; if applicable, a quantitative analysis is performed if it is determined it is more likely than not the indefinite-lived intangible is impaired. The Company amortizes finite-lived intangible assets over their respective estimated useful lives. Income Taxes: Management applies considerable judgment in determining the consolidated income tax provision, including valuation allowances on deferred tax assets. The valuation allowance for deferred tax assets is determined by evaluating whether it is more likely than not that the benefits of deferred tax assets will be realized through future reversal of existing taxable temporary differences, taxable income in carryback years in jurisdictions in which they are allowable, projected future taxable income, or tax-planning strategies. Uncertain tax positions, which also require significant judgment, are measured to determine the amounts to be recognized in the financial statements. The income tax provision and valuation allowances are complicated by complex and frequently changing rules administered in multiple jurisdictions, including U.S. federal, state, and foreign governments. Long-Term Investments: Book Overdrafts: Insurance Reserves Liabilities for self-insured workers’ compensation and third-party casualty claims are based on the case reserve amounts plus an estimate of loss development and incurred but not reported (“IBNR”) claims, which is developed from an independent actuarial analysis. The process of determining reserve requirements utilizes historical trends and involves an evaluation of claim frequency and severity, claims management, and other factors. Case reserves are evaluated as loss experience develops and new information becomes available. Adjustments to previously estimated aggregate reserves are reflected in financial results in the periods in which they are made. Aggregate reserves represent an estimate of the costs of claims incurred, and it is possible that the ultimate liability may differ significantly from such estimates. The Company develops an estimate of self-insured cargo loss and damage claims liabilities based on historical trends and certain event-specific information. Claims liabilities are recorded in accrued expenses and are not offset by insurance receivables which are reported in other accounts receivable. Loss Contingencies: Long-Term Debt: Interest Rate Swap Derivative Instruments Leases: The Company elected the short-term lease exemption for all classes of assets to include real property, revenue equipment, and service, office, and other equipment. The Company adopted the policy election as a lessee for all classes of assets to account for each lease component and its related non-lease component(s) as a single lease component. In determining the discount rate, the Company uses ArcBest Corporation’s incremental borrowing rate unless the rate implicit in the lease is readily determinable when entering into a lease as a lessee. The incremental borrowing rate is determined by the price of a fully collateralized loan with similar terms based on current market rates. An assessment is made on or after the effective date of newly signed contracts as to whether the contract is, or contains, a lease at the inception of a contract. The assessment is based on: (1) whether the contract involves the use of a distinct identified asset; (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period; and (3) whether the Company has the right to direct the use of the asset. The operating right-of-use asset is measured as the initial amount of the operating lease liability, plus any initial direct costs incurred, less any prepayments prior to commencement or lease incentives received. The operating lease liability is initially measured at the present value of the lease payments, discounted using the Company’s secured incremental borrowing rate for the same term as the underlying lease unless the interest rate implicit in the lease is readily determined, then the implicit rate will be used. Lease payments included in the measurement of the lease liability are comprised of the following: (1) the fixed noncancelable lease payments, (2) payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and (3) payments for early termination options unless it is reasonably certain the lease will not be terminated early. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement and included in the measurement of the initial lease liability. Additional payments based on the change in an index or rate are recorded as a period expense when incurred. Lease modifications result in remeasurement of the lease liability. Supplemental Benefit and Postretirement Health Benefit Plans: active service period of the plan participants and amortizing unrecognized prior service credits over the remaining years of service until full eligibility of the active participants at the time of the plan amendment which created the prior service credit. A corridor approach is not used for determining the amounts of net actuarial losses to be amortized. The Company has not incurred service cost under the SBP since the accrual of benefits under the plan was frozen on December 31, 2009, however, the Company incurs service cost under the postretirement health benefit plan which is reported within operating expenses in the consolidated statements of operations. The other components of net periodic benefit cost (credit) of the SBP (including pension settlement expense) and the postretirement health benefit plan are reported within the other line item of other income (costs). The expense and liability related to the postretirement health benefit plan are measured based upon a number of assumptions and using the services of a third-party actuary. Assumptions are made regarding the discount rate, expected retirement age, mortality, employee turnover, and future increases in health care costs. The discount rates used to discount the SBP and postretirement health benefit plan obligations are determined by matching projected cash distributions with appropriate high-quality corporate bond yields in a yield curve analysis. The assumptions used directly impact the net periodic benefit cost (credit) for a particular year. An actuarial gain or loss results when actual experience varies from the assumptions or when there are changes in actuarial assumptions. Actuarial gains and losses are not included in net periodic benefit cost (credit) in the period when they arise but are recognized as a component of other comprehensive income or loss and subsequently amortized as a component of net periodic benefit cost (credit). The Company uses December 31 as the measurement date for the SBP and postretirement health benefit plan. Plan obligations are also remeasured upon curtailment and upon settlement. Benefit distributions under the SBP individually exceed the annual interest cost of the plan, which triggers settlement accounting. The Company records the related settlement expense when the amount of the benefit to be distributed is fixed, which is generally upon an employee’s termination of employment. There was no pension settlement expense incurred for the SBP in 2023, 2022, or 2021. Revenue Recognition: Asset-Based Segment Asset-Based segment revenues consist primarily of less-than-truckload freight delivery. Performance obligations are satisfied upon final delivery of the freight to the specified destination. Revenue is recognized based on the relative transit time in each reporting period with expenses recognized as incurred. A bill-by-bill analysis is used to establish estimates of revenue in transit for recognition in the appropriate period. Because the bill-by-bill methodology utilizes the approximate location of the shipment in the delivery process to determine the revenue to recognize, management believes it to be a reliable method. Certain contracts may provide for volume-based or other discounts which are accounted for as variable consideration. The Company estimates these amounts based on a historical expectation of discounts to be earned by customers, and revenue is recognized based on the estimates. Management believes that actual amounts will not vary significantly from estimates of variable consideration. Revenue, purchased transportation expense, and third-party service expenses are reported on a gross basis for certain shipments and services where the Company utilizes a third-party carrier for pickup, linehaul, delivery of freight, or performance of services but remains primarily responsible for fulfilling delivery to the customer and maintains discretion in setting the price for the services. Asset-Light Segment Asset-Light segment revenues consist primarily of asset-light logistics services using third-party vendors to provide transportation services. Asset-Light segment revenue is generally recognized based on the relative transit time in each reporting period using estimated standard delivery times for freight in transit at the end of the reporting period. Purchased transportation expense is recognized as incurred consistent with the recognition of revenue. Revenue and purchased transportation expense are reported on a gross basis for shipments and services where the Company utilizes a third-party carrier for pickup and delivery but remains primarily responsible to the customer for delivery and maintains discretion in setting the price for the service. Other Recognition and Disclosure Payment terms with customers may vary depending on the service provided, location or specific agreement with the customer. The term between invoicing and when payment is due is not significant. For certain services, payment is required before the services are provided to the customer. The Company expenses sales commissions when incurred because the amortization period is one year or less. The Company has elected not to disclose the value of unsatisfied performance obligations for contracts with an original length of one year or less or contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed. Comprehensive Income or Loss: Accelerated Share Repurchase: Earnings Per Share: Share-Based Compensation: Share-based awards are amortized to compensation expense on a straight-line basis over the vesting period of awards or over the period to which the recipient first becomes eligible for retirement, whichever is shorter, with vesting accelerated upon death or disability. The Company recognizes forfeitures as they occur, and the income tax effects of awards are recognized in the statement of operations when awards vest or are settled. Fair Value Measurements: ● Level 1 – Quoted prices for identical assets and liabilities in active markets. ● Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 – Unobservable inputs (Company’s market assumptions) that are significant to the valuation model. Environmental Matters: Exit or Disposal Activities: Accounting Pronouncements Not Yet Adopted Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting Improvements to Reportable Segment Disclosures ASC Topic 740 , Income Taxes, Improvements to Income Tax Disclosures |
FINANCIAL INSTRUMENTS AND FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | NOTE C – FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Financial Instruments The following table presents the components of cash and cash equivalents and short-term investments: December 31 December 31 2023 2022 (in thousands) Cash and cash equivalents Cash deposits (1) $ 168,472 $ 137,247 Variable rate demand notes (1)(2) — 9,285 Money market funds (3) 93,754 11,732 Total cash and cash equivalents $ 262,226 $ 158,264 Short-term investments Certificates of deposit (1) $ 67,842 $ 88,851 U.S. Treasury securities (4) — 78,811 Total short-term investments $ 67,842 $ 167,662 (1) Recorded at cost plus accrued interest, which approximates fair value. (2) Amounts may be redeemed on a daily basis with the original issuer. (3) Recorded at fair value as determined by quoted market prices (see amounts presented in the table of financial assets and liabilities measured at fair value within this Note). (4) Recorded at amortized cost plus accrued interest, which approximates fair value. U.S. Treasury securities included in short-term investments are held-to-maturity investments with maturity dates of less than one year. The Company’s long-term financial instruments are presented in the table of financial assets and liabilities measured at fair value within this Note. Concentrations of Credit Risk of Financial Instruments The Company is potentially subject to concentrations of credit risk related to its cash, cash equivalents, and short-term investments. The Company reduces credit risk by maintaining its cash deposits and short-term investments in accounts and certificates of deposit which are primarily FDIC-insured or in direct obligations of the U.S. government. However, certain cash deposits and certificates of deposit may exceed federally insured limits. At December 31, 2023 and 2022, cash deposits and short-term investments totaling $76.3 million and $87.6 million, respectively, were neither FDIC insured nor direct obligations of the U.S. government. The Company also holds money market funds, which are invested in U.S. government securities and repurchase agreements collateralized solely by U.S. government securities. Fair value and carrying value disclosures of financial instruments as of December 31 are presented in the following table: 2023 2022 (in thousands) Carrying Fair Carrying Fair Value Value Value Value Credit Facility (1) $ 50,000 $ 50,000 $ 50,000 $ 50,000 Notes payable (2) 178,938 177,149 214,623 207,778 New England Pension Fund withdrawal liability (3) 19,402 18,220 20,100 18,911 $ 248,340 $ 245,369 $ 284,723 $ 276,689 (1) The revolving credit facility (the “Credit Facility”) carries a variable interest rate based on Secured Overnight Financing Rate (“SOFR”), plus a margin, priced at market for debt instruments having similar terms and collateral requirements (Level 2 of the fair value hierarchy). (2) Fair value of the notes payable was determined using a present value income approach based on quoted interest rates from lending institutions with which the Company would enter into similar transactions (Level 2 of the fair value hierarchy). (3) ABF Freight’s multiemployer pension plan obligation with the New England Teamsters and Trucking Industry Pension Fund (the “New England Pension Fund”) was restructured under a transition agreement effective on August 1, 2018, which resulted in a related withdrawal liability. The fair value of the outstanding withdrawal liability is equal to the present value of the future withdrawal liability payments, discounted at an interest rate of 5.3% at both December 31, 2023 and 2022, determined using the 20-year U.S. Treasury rate plus a spread (Level 2 of the fair value hierarchy). As of December 31, 2023, the outstanding withdrawal liability totaled $19.4 million, of which $0.7 million was recorded in accrued expenses and the remaining portion was recorded in other long-term liabilities. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents the assets and liabilities that are measured at fair value on a recurring basis: December 31, 2023 Fair Value Measurements Using Quoted Prices Significant Significant In Active Observable Unobservable Markets Inputs Inputs Total (Level 1) (Level 2) (Level 3) (in thousands) Assets: Money market funds (1) $ 93,754 $ 93,754 $ — $ — Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan (2) 4,627 4,627 — — Interest rate swap (3) 1,710 — 1,710 — $ 100,091 $ 98,381 $ 1,710 $ — Liabilities: Contingent consideration (4) 92,900 — — 92,900 $ 92,900 $ — $ — $ 92,900 December 31, 2022 Fair Value Measurements Using Quoted Prices Significant Significant In Active Observable Unobservable Markets Inputs Inputs Total (Level 1) (Level 2) (Level 3) (in thousands) Assets: Money market funds (1) $ 11,732 $ 11,732 $ — $ — Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan (2) 3,982 3,982 — — Interest rate swap (3) 3,526 — 3,526 — $ 19,240 $ 15,714 $ 3,526 $ — Liabilities: Contingent consideration (4) 112,000 — — 112,000 $ 112,000 $ — $ — $ 112,000 (1) Included in cash and cash equivalents. (2) Nonqualified deferred compensation plan investments consist of U.S. and international equity mutual funds, government and corporate bond mutual funds, and money market funds which are held in a trust with a third-party brokerage firm. Included in other long-term assets, with a corresponding liability reported within other long-term liabilities. (3) Included in other long-term assets. The fair value of the interest rate swap was determined by discounting future cash flows and receipts based on expected interest rates observed in market interest rate curves adjusted for estimated credit valuation considerations reflecting nonperformance risk of the Company and the counterparty, which are generally considered to be in Level 3 of the fair value hierarchy. However, the Company assessed Level 3 inputs as insignificant to the valuation at December 31, 2023 and 2022 and considers the interest rate swap valuation in Level 2 of the fair value hierarchy. (4) Included as a long-term liability, based on the December 31, 2023 remeasurement as the 2023 target was not achieved. As part of the Agreement and Plan of Merger (the “Merger Agreement”) of MoLo, executed on November 1, 2021, certain additional cash consideration is required to be paid by the Company based on the achievement of certain incremental targets of adjusted EBITDA for each of the years ended December 31, 2023, 2024, and 2025 (see Note E). The estimated fair value of contingent consideration is determined by assessing Level 3 inputs. The Level 3 assessments utilize a Monte Carlo simulation with inputs including scenarios of estimated revenues and adjusted EBITDA to be achieved for the applicable performance periods, volatility factors applied to the simulations, and the discount rate applied, which was 13.3% and 14.0% as of December 2023 and 2022, respectively. Changes in the significant unobservable inputs might result in a significantly higher or lower fair value at the reporting date. The decrease in fair value of contingent earnout consideration as of December 31, 2023, compared to December 31, 2022, reflects revised assumptions for business growth in 2024 and 2025, as well as the impact of softer market conditions during 2023, despite a lower discount rate at the December 31, 2023 remeasurement date. The following table provides the changes in fair value of the liabilities measured at fair value using inputs categorized in Level 3 of the fair value hierarchy: Contingent Consideration (in thousands) Balance at December 31, 2022 $ 112,000 Change in fair value included in operating income (19,100) Balance at December 31, 2023 $ 92,900 Assets Measured at Fair Value on a Nonrecurring Basis The Company remeasures certain assets on a nonrecurring basis upon the occurrence of certain events. During the year ended December 31, 2023, the Company remeasured the fair value of its equity investments in private entities upon an observable price change and remeasured certain long-lived operating lease right-of-use assets and leasehold improvements for which impairment charges were recognized during the period. The following table provides the change in fair value of equity investments on a nonrecurring basis using inputs categorized in Level 3 of the fair value hierarchy: Equity Investment (1) (in thousands) Balance at December 31, 2022 $ 25,000 Change in fair value included in operating income 3,739 Balance at December 31, 2023 $ 28,739 (1) Represents the Company’s equity investment in Phantom Auto, a provider of human-centered remote operation software. The equity investment is accounted for as a nonmarketable equity security without a readily determinable value using the measurement alternative, which allows for the investment to be recorded at cost, less any impairment and adjusted for observable price changes in orderly transactions for an identical or similar equity security of the same issuer. The $3.7 million increase in fair value of the Company’s equity investment was measured as of April 26, 2023, based on an observable price change upon the closing of Phantom Auto’s Series B-2 funding round. The fair value of the investment was estimated using a hybrid method of the Black-Scholes option pricing model and the probability-weighted expected return method. This method produces a per-share value based on a probability-weighted scenario analysis. The scenarios reflect changes to the liquidation preferences based on the potential liquidity event. The Black-Scholes option pricing model used various inputs, including expected volatility, expected term to liquidity, risk-free rate over the expected term, breakpoints values, and liquidation preferences. The following table provides the changes in the long-lived assets measured on a nonrecurring basis for which impairment charges were recognized during the year ended December 31, 2023. The fair value measurements used inputs categorized in Level 3 of the fair value hierarchy. Lease Carrying Value Impairment Charges (1) Fair Value (in thousands) Operating right-of-use assets $ 48,417 $ (28,124) $ 20,293 Leasehold improvements 3,874 (2,038) 1,836 $ 52,291 $ (30,162) $ 22,129 (1) During the third quarter of 2023, the Company recorded impairment charges of $30.2 million related to operating right-of-use assets and leasehold improvements associated with a freight handling pilot facility, a service center, and office spaces that were made available for sublease. The fair value of these asset groups was estimated at September 1, 2023, using a discounted cash flow method utilizing market-participant discount rates ranging from 7.5% to 9.5% and certain unobservable inputs, including estimated cash flows based on anticipated future sublease terms as determined using third-party real estate broker quotes. See Note H for additional discussion related to these impairment charges. There were no assets remeasured on a nonrecurring basis during the year ended December 31, 2022. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
DISCONTINUED OPERATIONS | |
DISCONTINUED OPERATIONS | NOTE D – DISCONTINUED OPERATIONS On February 28, 2023, the Company sold FleetNet, a wholly owned subsidiary of the Company, for an aggregate adjusted cash purchase price of $100.9 million, and recorded a pre-tax gain on sale of $70.2 million, or $52.3 million, net of tax. FleetNet provided roadside repair solutions and vehicle maintenance management services for commercial and private fleets through a network of third-party service providers. The sale of FleetNet allows the Company to focus on growing its continuing operations, as FleetNet was no longer core to the Company’s growth initiatives. The financial results of FleetNet have been accounted for as discontinued operations for all periods presented. The following table summarizes the financial results from discontinued operations: Year Ended December 31 2023 2022 2021 (in thousands) Revenues $ 55,929 $ 295,043 $ 213,882 Operating expenses Gain on sale of business (1) (70,201) — — Other 54,623 290,300 209,874 (15,578) 290,300 209,874 Operating income 71,507 4,743 4,008 Other income, net (2) 17 109 59 Income from discontinued operations before income taxes 71,524 4,852 4,067 Income tax provision 18,255 1,291 1,005 Income from discontinued operations, net of tax $ 53,269 $ 3,561 $ 3,062 (1) The gain recognized during the year ended December 31, 2023 includes post-closing adjustments, including the resolution of certain post-close contingencies in the second quarter of 2023. The total pre-tax gain of $70.2 million includes transaction costs of $3.8 million consisting of consulting fees, professional fees, and employee-related expenses. (2) Includes interest income, net of interest expense, of which the amounts are immaterial for all periods presented. The following table summarizes the assets and liabilities from discontinued operations: December 31, 2022 (in thousands) Cash and cash equivalents $ 108 Accounts receivable, net 63,022 Other current assets 1,606 Total current assets of discontinued operations $ 64,736 Property, plant and equipment, net 10,350 Goodwill 630 Intangible assets, net 63 Other long-term assets 54 Total long-term assets of discontinued operations $ 11,097 Accounts payable 47,687 Income taxes payable 613 Accrued expenses 3,365 Total current liabilities of discontinued operations $ 51,665 Deferred tax liability 781 Total long-term liabilities of discontinued operations $ 781 Cash flows from discontinued operations of FleetNet were as follows: Year Ended December 31 2023 2022 (in thousands) Net cash provided by operating activities (1) $ 762 $ 2,825 Net cash used in investing activities (2) (397) (3,329) Net cash provided by (used in) financing activities (473) 560 Net increase (decrease) in cash and cash equivalents $ (108) $ 56 (1) Includes depreciation and amortization expense of $0.4 million and $1.9 million for the years ended December 31, 2023 and 2022, respectively. Also includes share-based compensation expense for the year ended December 31, 2023 of $0.3 million, which is included in the “Pre-tax gain on sale of discontinued operations” line of the consolidated statements of cash flows. (2) Includes purchases of property, plant and equipment of $0.1 million and $1.4 million for the years ended December 31, 2023 and 2022, respectively. Excludes the proceeds from the sale of discontinued operations, which are included in cash flows from continuing operations. |
ACQUISITION
ACQUISITION | 12 Months Ended |
Dec. 31, 2023 | |
ACQUISITION. | |
ACQUISITION | NOTE E – ACQUISITION On November 1, 2021 (the “acquisition date”), the Company acquired MoLo, a Chicago-based truckload freight brokerage company, pursuant to the Merger Agreement dated September 29, 2021. Net cash consideration related to the transaction totaled $237.1 million, adjusted for certain post-closing adjustments. The Company funded the initial purchase price with cash on hand and subsequently received $2.3 million from escrow related to certain post-closing adjustments during the year ended December 31, 2022, which is reported in the accompanying consolidated statements of cash flows as business acquisition, net of cash acquired. The Merger Agreement provides for certain additional cash consideration to be paid by the Company based on the achievement of certain incremental targets of adjusted EBITDA for each of the years ended December 31, 2023, 2024, and 2025. The adjusted EBITDA metric was below target for 2023, resulting in no earnout payment for 2023. At 100% of the target, the cumulative additional consideration through 2025 would be $215.0 million, consisting of target earnout payments of $70.0 million and $145.0 million, including catch-up provisions, for the years ended December 31, 2024 and 2025, respectively. Possible undiscounted cash consideration could range from a total of $95.0 million at 80% of target to $455.0 million at 300% of target, as outlined in the Merger Agreement. See Note C for change in fair value of the contingent earnout consideration. The results of MoLo’s operations subsequent to the acquisition date have been included in the accompanying consolidated financial statements, with the acquired operations included within the Asset-Light operating segment (see Note O). The acquisition of MoLo enhances the scale of the Company’s truckload brokerage services by providing additional truckload capacity, support, and expertise in the Company’s Asset-Light operations and increasing cross-selling potential. In the year of acquisition, operating revenues of $120.3 million and operating loss of $1.2 million, including intangible asset amortization expense, related to MoLo from the acquisition date through December 31, 2021 were included in the accompanying consolidated statements of operations. The Company recognized $6.0 million of acquisition related costs in operating expenses in 2021. For segment reporting purposes, these transaction costs have been reported in “Other and eliminations” (see Note O). |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
GOODWILL AND INTANGIBLE ASSETS | |
GOODWILL AND INTANGIBLE ASSETS | NOTE F – GOODWILL AND INTANGIBLE ASSETS December 31, 2022 and 2021 goodwill balances have been adjusted to reclassify $0.6 million of goodwill related to FleetNet to discontinued operations. The remaining goodwill balance of $304.8 million at both December 31, 2023 and 2022, primarily relates to the Asset-Light segment acquisitions of MoLo and Panther. Goodwill balances were as follows: Goodwill (in thousands) Balances at December 31, 2021 $ 299,708 Purchase accounting adjustments (1) 5,045 Balances at December 31, 2023 and 2022 $ 304,753 Accumulated impairment at December 31, 2023 and 2022 $ (20,000) (1) Measurement period purchase accounting adjustments represent adjustments to the acquired balance of working capital and goodwill related to the November 1, 2021 acquisition of MoLo. The annual impairment evaluation of the goodwill balance of the Asset-Light reporting unit was performed as of October 1, 2023, and it was determined that there was no impairment to the recorded balance. In making this analysis, management considered current and forecasted business levels and estimated future cash flows over several years. Furthermore, as of December 31, 2023, no indicators of impairment were identified. Goodwill was assessed for impairment qualitatively as of October 1, 2022, and the evaluation determined there was no impairment of the goodwill balance. Intangible assets consisted of the following: December 31, 2023 December 31, 2022 Weighted-Average Accumulated Net Accumulated Net Amortization Period Cost Amortization Value Cost Amortization Value (in years) (in thousands) (in thousands) Finite-lived intangible assets Customer relationships 12 $ 99,579 $ 51,357 $ 48,222 $ 99,579 $ 42,933 $ 56,646 Other 8 30,151 9,523 20,628 29,914 5,127 24,787 11 129,730 60,880 68,850 129,493 48,060 81,433 Indefinite-lived intangible asset Trade name N/A 32,300 N/A 32,300 32,300 N/A 32,300 Total intangible assets N/A $ 162,030 $ 60,880 $ 101,150 $ 161,793 $ 48,060 $ 113,733 The annual impairment evaluation of the indefinite-lived intangible asset was performed as of October 1, 2023 and 2022, and it was determined that there was no impairment of the recorded balance. As of December 31, 2023, the future amortization for intangible assets acquired through business acquisitions were as follows: Amortization of Intangible Assets (in thousands) 2024 $ 12,790 2025 12,790 2026 8,683 2027 7,258 2028 7,259 Thereafter 20,070 Total amortization $ 68,850 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
INCOME TAXES | |
INCOME TAXES | NOTE G – INCOME TAXES Significant components of the provision or benefit for income taxes for the years ended December 31 were as follows: 2023 2022 2021 (in thousands) Current provision on continuing operations: Federal $ 38,860 $ 79,477 $ 55,684 State 10,949 19,713 14,229 Foreign 508 869 341 50,317 100,059 70,254 Deferred benefit on continuing operations: Federal (4,882) (5,591) (6,119) State (682) (793) (1,570) Foreign (2) (20) 63 (5,566) (6,404) (7,626) Total provision for income taxes on continuing operations $ 44,751 $ 93,655 $ 62,628 Current provision on discontinued operations: Federal $ 14,656 $ 901 $ 767 State 3,599 236 201 18,255 1,137 968 Deferred provision on discontinued operations: Federal — 114 21 State — 40 16 — 154 37 Total provision for income taxes on discontinued operations $ 18,255 $ 1,291 $ 1,005 Total provision for income taxes $ 63,006 $ 94,946 $ 63,633 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Components of the deferred tax benefit on continuing operations for the years ended December 31 were as follows: 2023 2022 2021 (in thousands) Amortization, depreciation, and basis differences for property, plant and equipment and other long-lived assets (1) $ 1,744 $ 4,274 $ 1,409 Amortization of intangibles 6,127 (2,995) (555) Changes in reserves for workers’ compensation, third-party casualty, and cargo claims (4,975) (3,713) (3,296) Revenue recognition (50) 6 (1,434) Allowance for credit losses 1,094 (388) 170 Nonunion pension and other retirement plans (3) (4) (3) Multiemployer pension fund withdrawal 180 172 164 Federal and state net operating loss carryforwards utilized (generated) (758) 899 (300) State depreciation adjustments (456) (915) 598 Share-based compensation 531 737 (949) Valuation allowance increase (decrease) 44 (489) 912 Other accrued expenses (2,143) (3,069) (4,056) Prepaid expenses 313 (18) (788) Operating lease right-of-use assets/liabilities – net (8,065) (651) (228) Other 851 (250) 730 Deferred tax benefit $ (5,566) $ (6,404) $ (7,626) (1) The Tax Cuts and Jobs Act , enacted in December 2017, allowed first year bonus depreciation at 100% for assets placed into service between September 27, 2017 and January 1, 2023. Due to an increase in the purchase of assets eligible for 100% depreciation, the deferred tax expense related to the tax depreciation expense in excess of book depreciation increased in 2022, compared to 2021. Significant components of the deferred tax assets and liabilities of continuing operations at December 31 were as follows: 2023 2022 (in thousands) Deferred tax assets: Accrued expenses $ 60,842 $ 53,785 Operating lease right-of-use liabilities 53,589 46,056 Supplemental pension liabilities 85 81 Multiemployer pension fund withdrawal 4,871 5,063 Postretirement liabilities other than pensions 3,389 3,137 Share-based compensation 5,249 5,622 Federal and state net operating loss carryovers 1,511 753 Receivable allowances 1,951 2,967 Other 709 417 Total deferred tax assets 132,196 117,881 Valuation allowance (1,751) (1,707) Total deferred tax assets, net of valuation allowance 130,445 116,174 Deferred tax liabilities: Amortization, depreciation, and basis differences for property, plant and equipment, and other long-lived assets 118,211 116,290 Operating lease right-of-use assets 43,938 44,170 Intangibles 10,256 4,442 Prepaid expenses 5,685 5,424 Total deferred tax liabilities 178,090 170,326 Net deferred tax liabilities $ (47,645) $ (54,152) Reconciliation between the effective income tax rate, as computed on income from continuing operations before income taxes, and the statutory federal income tax rate for the years ended December 31 is presented in the following table: 2023 2022 2021 (in thousands, except percentages) Income tax provision at the statutory federal rate of 21.0% $ 39,252 $ 81,544 $ 57,348 Federal income tax effects of: State income taxes (2,156) (3,973) (2,658) Nondeductible expenses 4,040 5,606 3,596 Life insurance proceeds and changes in cash surrender value (962) 575 (866) Alternative fuel credit (1,302) (2,449) — Net increase (decrease) in valuation allowances 44 (464) 887 Net increase in uncertain tax positions — — 854 Settlement of share-based compensation (3,989) (6,693) (6,021) Foreign tax credits generated (506) (849) (404) Federal research and development tax credits (75) 278 (2,044) Other (368) 311 (1,127) Federal income tax provision 33,978 73,886 49,565 State income tax provision 10,267 18,920 12,659 Foreign income tax provision 506 849 404 Total provision for income taxes $ 44,751 $ 93,655 $ 62,628 Effective tax rate 23.9 % 24.1 % 22.9 % The Company's total effective tax rate was 24.4%, 24.1% and 23.0% for 2023, 2022 and 2021, respectively, including discontinued operations which are further discussed in Note D. The effective tax rate from discontinued operations was 25.5%, 26.6% and 24.7% for 2023, 2022 and 2021, respectively. State tax rates vary among states and average approximately 6.0% to 6.5%, although some state rates are higher, and a small number of states do not impose an income tax. Income taxes paid, excluding income tax refunds, totaled $115.7 million, $148.7 million, and $77.5 million in 2023, 2022, and 2021, respectively. Income tax refunds totaled $36.4 million, $42.3 million, and $19.4 million in 2023, 2022, and 2021, respectively. Under Accounting Standards Codification Topic 718, Compensation – Stock Compensation At December 31, 2023, the Company had gross federal net operating loss carryforwards of $0.6 million. Due to taxable income, there is no need for a valuation allowance on these amounts at December 31, 2023 or 2022. At December 31, 2023, the Company had total gross state net operating losses of $26.4 million. Gross state net operating losses of $1.4 million are from the acquisition of Panther and relate to periods ending on or prior to June 15, 2012. State carryforward periods for the remaining Panther net operating losses vary from 10 As the Canadian tax rate is now higher than the U.S. tax rate, it is unlikely that foreign tax credit carryforwards will be useable, as U.S. taxes will be paid at a lower rate than the tax rates in Canada. Thus, the foreign tax credit carryover is fully reserved, resulting in valuation allowances of $1.0 million at December 31, 2023 and 2022. Consolidated federal income tax returns filed for tax years through 2019 are closed by the applicable statute of limitations. The Company is not under examination by any federal, state, or foreign taxing authorities at December 31, 2023. At December 31, 2023 and 2022, there was a reserve for uncertain tax positions of $0.9 million related to credits taken on federal returns, of which $0.5 million will reverse in the second quarter of 2024 upon the expiration of the statute of limitations. For 2023, 2022, and 2021, interest paid or accrued related to foreign and state income taxes was immaterial. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
LEASES | |
LEASES | NOTE H – LEASES The Company has operating lease arrangements for certain facilities and revenue equipment used in the Asset-Based and Asset-Light segment operations and certain other facilities and office equipment. Current operating leases have remaining terms of 9.8 years or less, some of which include one or more options to renew, with renewal option terms up to ten years. There is one early termination option available on an operating lease as of December 31, 2023, provided notification is given 24 months prior to the end of the lease term, which is included in the right-of-use assets and liabilities as of December 31, 2023. All renewal options that have been exercised or are reasonably certain to be exercised as of December 31, 2023 and 2022, are included in the right-of-use assets and lease liabilities. Variable lease cost for operating leases consists of subsequent changes in the consumer price index, rent payments that are based on usage, and other lease related payments which are subject to change and not considered fixed payments. All fixed lease and non-lease component payments are combined in determining the right-of-use asset and lease liability. The components of operating lease expense were as follows: Year Ended December 31 2023 2022 2021 (in thousands) Operating lease expense $ 38,794 $ 31,790 $ 26,552 Variable lease expense 6,804 4,188 4,128 Sublease income (246) (391) (626) Total operating lease expense (1) $ 45,352 $ 35,587 $ 30,054 (1) Operating lease expense excludes short-term leases with a term of 12 months or less. The operating cash flows from operating lease activity were as follows: Year Ended December 31 2023 2022 2021 (in thousands) Noncash change in operating right-of-use assets $ 33,470 $ 27,465 $ 24,023 Change in operating lease liabilities (30,550) (24,513) (23,400) Operating right-of-use-assets and lease liabilities, net $ 2,920 $ 2,952 $ 623 Cash paid for amounts included in the measurement of operating lease liabilities $ (35,759) $ (28,830) $ (25,909) Supplemental balance sheet information related to operating leases was as follows: December 31, 2023 (in thousands, except lease term and discount rate) Land and Equipment Total Structures and Others Operating right-of-use assets (long-term) $ 169,999 $ 169,663 $ 336 Operating lease liabilities (current) $ 32,172 $ 31,865 $ 307 Operating lease liabilities (long-term) 176,621 176,598 23 Total operating lease liabilities $ 208,793 $ 208,463 $ 330 Weighted-average remaining lease term (in years) 7.4 Weighted-average discount rate 4.29% December 31, 2022 (in thousands, except lease term and discount rate) Land and Equipment Total Structures and Others Operating right-of-use assets (long-term) $ 166,515 $ 165,822 $ 693 Operating lease liabilities (current) $ 26,225 $ 25,824 $ 401 Operating lease liabilities (long-term) 147,828 147,534 294 Total operating lease liabilities $ 174,053 $ 173,358 $ 695 Weighted-average remaining lease term (in years) 7.6 Weighted-average discount rate 3.58% Maturities of operating lease liabilities at December 31, 2023 were as follows: Equipment Land and and Total Structures (1) Other (in thousands) 2024 $ 40,218 $ 39,905 $ 313 2025 36,458 36,435 23 2026 33,187 33,187 — 2027 27,071 27,071 — 2028 24,033 24,033 — Thereafter 86,011 86,011 — Total lease payments 246,978 246,642 336 Less imputed interest (38,185) (38,179) (6) Total $ 208,793 $ 208,463 $ 330 (1) Excludes future minimum lease payments for leases which were executed but had not yet commenced as of December 31, 2023, of $28.8 million which will be paid over approximately 10 years . Lease Impairment Charges Long-lived assets, including operating right-of-use assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. During the third quarter of 2023, the Company evaluated for impairment certain long-lived operating right-of-use assets that were made available for sublease. The assets evaluated for impairment included the operating right-of-use assets and leasehold improvements for a service center within the Asset-Based segment from which operations were relocated to a purchased facility; certain office spaces within the Asset-Light segment that have been vacated as a cost reduction measure in light of ongoing market changes impacting the Asset-Light business and changing employee work location trends; and certain leased facilities reported within “Other and eliminations” utilized for the service center operations of a freight handling pilot location, as operations transitioned back to the owned Asset-Based service center facility where they had previously been located, following the pause of the hardware pilot program at ABF Freight. After determining the carrying values of these asset groups were not recoverable, impairment was measured and lease impairment charges were recognized for the amount by which the carrying value exceeded the fair value of the asset groups. To estimate the fair value of the asset groups, the Company relied on a discounted cash flow method utilizing market-participant discount rates estimated with Level 3 inputs (see Note C). As a result of these evaluations, the Company recognized $30.2 million of lease impairment charges as a component of operating expenses in the consolidated statements of operations for the year ended December 31, 2023. The impairment losses recorded include $28.1 million related to the operating right-of-use assets with the remaining amount related to leasehold improvements. The Company determined the right-of-use assets and leasehold improvements are not or will not be abandoned, as there is a plan to sublease the properties, and the right-of-use assets will continue to be classified as held and used. |
LONG-TERM DEBT AND FINANCING AR
LONG-TERM DEBT AND FINANCING ARRANGEMENTS | 12 Months Ended |
Dec. 31, 2023 | |
LONG-TERM DEBT AND FINANCING ARRANGEMENTS | |
LONG-TERM DEBT AND FINANCING ARRANGEMENTS | NOTE I – LONG-TERM DEBT AND FINANCING ARRANGEMENTS Long-Term Debt Obligations Long-term debt consisted of borrowings outstanding under the Company’s revolving credit facility, which is further described in Financing Arrangements within this Note, and notes payable related to the financing of revenue equipment (tractors and trailers used primarily in Asset-Based segment operations) and certain other equipment as follows: December 31 December 31 2023 2022 (in thousands) Credit Facility (interest rate of 6.6% (1) $ 50,000 $ 50,000 Notes payable (weighted-average interest rate of 3.8% at December 31, 2023) 178,938 214,623 228,938 264,623 Less current portion 66,948 66,252 Long-term debt, less current portion $ 161,990 $ 198,371 (1) The interest rate swap mitigates interest rate risk by effectively converting the $50.0 million of borrowings under the Credit Facility from variable-rate interest to fixed-rate interest with a per annum rate of 1.55% based on the margin of the Credit Facility as of December 31, 2023 and 2022, respectively. Scheduled maturities of long term debt obligations as of December 31, 2023 were as follows: Credit Notes Total Facility (1) Payable (in thousands) 2024 $ 75,800 $ 3,021 $ 72,779 2025 53,388 2,353 51,035 2026 41,476 2,211 39,265 2027 74,972 51,688 23,284 2028 5,520 — 5,520 Total payments 251,156 59,273 191,883 Less amounts representing interest 22,218 9,273 12,945 Long-term debt $ 228,938 $ 50,000 $ 178,938 (1) The future interest payments included in the scheduled maturities due are calculated using variable interest rates based on the SOFR swap curve, plus the anticipated applicable margin, exclusive of payments on the interest rate swap. Assets securing notes payable at December 31 were included in property, plant and equipment as follows: 2023 2022 (in thousands) Revenue equipment $ 300,922 $ 294,700 Service, office, and other equipment 38,138 41,522 Total assets securing notes payable 339,060 336,222 Less accumulated depreciation (1) 135,305 119,244 Net assets securing notes payable $ 203,755 $ 216,978 (1) Depreciation of assets securing notes payable is included in depreciation expense . The Company’s long-term debt obligations have a weighted-average interest rate of 3.3% at December 31, 2023. The Company paid interest of $8.7 million, $7.1 million, and $8.7 million in 2023, 2022, and 2021, respectively, net of capitalized interest which totaled $0.3 million, $0.3 million, and $0.5 million for 2023, 2022, and 2021, respectively. Financing Arrangements Credit Facility The Company has a revolving credit facility (the “Credit Facility”) under its Fourth Amended and Restated Credit Agreement (the “Credit Agreement”), which was amended and restated in October 2022. The amendment, among other things, increased the aggregate amount of the swing line facility from $25.0 million to $40.0 million, extended the scheduled maturity date from October 1, 2024 to October 7, 2027, replaced LIBOR-based interest pricing conventions with interest pricing based on the SOFR, released the liens on the assets of the Company and certain subsidiaries, and released pledges of equity interests in certain subsidiaries. As a result of the amendment, the Credit Facility is now an unsecured facility. However, the indebtedness under the Credit Agreement and certain other obligations owed to lenders or their affiliates are cross-guaranteed by the Company and certain subsidiaries. The Credit Facility has an initial maximum credit amount of $250.0 million, including a swing line facility in an aggregate amount of up to $40.0 million and a letter of credit sub-facility providing for the issuance of letters of credit up to an aggregate amount of $20.0 million. The Company may request additional revolving commitments or incremental term loans thereunder up to an aggregate amount of up to $125.0 million, subject to the satisfaction of certain additional conditions as provided in the Credit Agreement. As of December 31, 2023, the Company had available borrowing capacity of $200.0 million under the initial maximum credit amount of the Credit Facility. Principal payments under the Credit Facility are due upon maturity of the facility on October 7, 2027; however, borrowings may be repaid, at the Company’s discretion, in whole or in part at any time, without penalty, subject to required notice periods and compliance with minimum prepayment amounts. Borrowings under the Credit Agreement can either be, at the Company’s election: (i) at an Alternate Base Rate (as defined in the Credit Agreement) plus a spread ranging from 0.125% to 1.00%, and SOFR adjustment of 0.10% per annum; or (ii) the Adjusted Term SOFR Screen Rate (as defined in the Credit Agreement) plus a spread ranging from 1.125% to 2.00%. The applicable spread is dependent upon the Company’s Adjusted Leverage Ratio (as defined in the Credit Agreement). In addition, the Credit Facility requires the Company to pay a fee on unused commitments. The Credit Agreement contains conditions, representations and warranties, events of default, and indemnification provisions that are customary for financings of this type, including, but not limited to, a minimum interest coverage ratio, a maximum adjusted leverage ratio, and limitations on incurrence of debt, investments, liens on assets, certain sale and leaseback transactions, transactions with affiliates, mergers, consolidations, and sales of assets. The Company was in compliance with the covenants under the Credit Agreement at December 31, 2023. Interest Rate Swap As noted in the table above, the Company has an interest rate swap agreement with a $50.0 million notional amount, which started on June 30, 2022 and will end on October 1, 2024. The interest rate swap agreement was amended in October 2022 to replace LIBOR-based interest pricing conventions with interest pricing based on the SOFR. Under the amended interest rate swap agreement, the Company receives floating-rate interest amounts based on one-month SOFR in exchange for fixed-rate interest payments of 0.33% throughout the remaining term of the agreement. The fair value of the interest rate swap of $1.7 million and $3.5 million was recorded in other long-term assets at December 31, 2023 and 2022, respectively. The interest rate swap continues to qualify for cash flow hedge accounting through application of expedients provided for contracts affected by reference rate reform. Remeasurement at the modification date or reassessment from the previous accounting determination was not required. The unrealized gain or loss on the interest rate swap instruments in effect at the balance sheet date was reported as a component of accumulated other comprehensive income, net of tax, in stockholders’ equity at December 31, 2023 and 2022, and the change in the unrealized gain or loss on the interest rate swap for the years ended December 31, 2023 and 2022 was reported in other comprehensive income (loss), net of tax, in the consolidated statements of comprehensive income. The interest rate swap is subject to certain customary provisions that could allow the counterparty to request immediate settlement of the fair value liability or asset upon violation of any or all of the provisions. The Company was in compliance with all provisions of the interest rate swap agreement at December 31, 2023. Accounts Receivable Securitization Program The Company’s accounts receivable securitization program, which matures on July 1, 2024, provides available cash proceeds of $50.0 million under the program and has an accordion feature allowing the Company to request additional borrowings up to $100.0 million, subject to certain conditions. In May 2022, the Company amended its accounts receivable securitization program to, among other things, increase certain ratios, including the delinquency, default, and accounts receivable turnover ratios, as defined in the agreement; add language addressing the potential inclusion of receivables originated by MoLo; and replace LIBOR-based interest pricing conventions with interest pricing based on the SOFR. The program ratios were adjusted to accommodate revenue growth and customer demand for integrated logistics solutions, which has resulted in an increased proportion of total revenues generated by the Company’s Asset-Light operations and, as a result, longer collection periods on the Company’s accounts receivable, as are typical for asset-light businesses. Under this program, certain subsidiaries of the Company continuously sell a designated pool of trade accounts receivables to a wholly owned subsidiary which, in turn, may borrow funds on a revolving basis. This wholly owned consolidated subsidiary is a separate bankruptcy-remote entity, and its assets would be available only to satisfy the claims related to the lender’s interest in the trade accounts receivables. Borrowings under the amended accounts receivable securitization program bear interest based upon SOFR, plus a margin, and an annual facility fee. The securitization agreement contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type, including a maximum adjusted leverage ratio covenant. The Company was in compliance with the covenants under the accounts receivable securitization program at December 31, 2023. The accounts receivable securitization program includes a provision under which the Company may request and the letter of credit issuer may issue standby letters of credit, primarily in support of workers’ compensation and third-party casualty claims liabilities in various states in which the Company is self-insured. The outstanding standby letters of credit reduce the availability of borrowings under the program. As of December 31, 2023, standby letters of credit of $16.8 million have been issued under the program, which reduced the available borrowing capacity to $33.2 million. Letter of Credit Agreements and Surety Bond Programs As of both December 31, 2023 and 2022, the Company had letters of credit outstanding of $17.4 million and $10.6 million, respectively (including $16.8 million and $10.0 million, respectively issued under the accounts receivable securitization program). The Company has programs in place with multiple surety companies for the issuance of surety bonds in support of its self-insurance program. As of December 31, 2023 and 2022, surety bonds outstanding related to the self-insurance program totaled $65.2 million and $62.6 million, respectively. Notes Payable The Company has financed the purchase of certain revenue equipment, other equipment, and software through promissory note arrangements. During the year ended December 31, 2023 and 2022, the Company entered into notes payable arrangements, primarily for revenue equipment, of $33.5 million and $82.4 million, respectively. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
ACCRUED EXPENSES. | |
ACCRUED EXPENSES | NOTE J – ACCRUED EXPENSES December 31 2023 2022 (in thousands) Workers’ compensation, third-party casualty, and loss and damage claims reserves $ 189,948 $ 133,122 Accrued vacation pay 63,183 58,875 Accrued compensation, including retirement benefits 87,851 119,836 Taxes other than income 10,743 11,375 Other 26,304 15,249 Total accrued expenses $ 378,029 $ 338,457 |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2023 | |
POSTRETIREMENT BENEFIT PLANS | |
EMPLOYEE BENEFIT PLANS | NOTE K – EMPLOYEE BENEFIT PLANS Supplemental Benefit and Postretirement Health Benefit Plans The Company has an unfunded supplemental benefit plan (the “SBP”) which was designed to supplement benefits under the Company’s legacy nonunion defined benefit pension plan (for which plan termination and liquidation was completed in 2019) for designated executive officers. The SBP was closed to new entrants, and a cap was placed on the maximum payment per participant in the SBP effective January 1, 2006. In place of the SBP, eligible officers of the Company appointed after 2005 participate in a long-term cash incentive plan (see Cash Long-Term Incentive Compensation Plan section within this Note). Effective December 31, 2009, the accrual of benefits for remaining participants under the SBP was frozen. With the exception of early retirement penalties that may apply in certain cases, the valuation inputs for calculating the frozen SBP benefits to be paid to participants, including final average salary and the interest rate, were frozen at December 31, 2009. The SBP did not incur pension settlement expense in 2023, 2022, or 2021. The Company sponsors an insured postretirement health benefit plan that provides supplemental medical benefits and dental and vision benefits primarily to certain officers of the Company and certain subsidiaries. New entrants have not been added to the postretirement health benefit plan since January 1, 2017. The following table discloses the changes in benefit obligations and plan assets of the Company’s nonunion defined benefit plans for years ended December 31, the measurement date of the plans: Supplemental Postretirement Benefit Plan Health Benefit Plan 2023 2022 2023 2022 (in thousands) Change in benefit obligations Benefit obligations, beginning of year $ 338 $ 381 $ 12,534 $ 16,992 Service cost — — 78 156 Interest cost 16 7 599 441 Actuarial (gain) loss (1) 4 (50) 1,137 (4,392) Benefits paid — — (680) (663) Benefit obligations, end of year 358 338 13,668 12,534 Change in plan assets Fair value of plan asset, beginning of year — — — — Employer contributions — — 680 663 Benefits paid — — (680) (663) Fair value of plan assets, end of year — — — — Funded status at period end $ (358) $ (338) $ (13,668) $ (12,534) Accumulated benefit obligation $ 358 $ 338 $ 13,668 $ 12,534 (1) The actuarial losses on the SBP and postretirement health benefit plan for 2023 were primarily related to decreases in the discount rates used to remeasure the plans’ obligations at December 31, 2023 versus the prior year, and the actuarial gains for 2022 were primarily related to increases in the discount rates used in the remeasurement at December 31, 2022. Amounts recognized in the consolidated balance sheets at December 31 consisted of the following: Supplemental Postretirement Benefit Plan Health Benefit Plan 2023 2022 2023 2022 Current portion of pension and postretirement liabilities $ — $ — $ (707) $ (676) Pension and postretirement liabilities, less current portion (358) (338) (12,961) (11,858) Liabilities recognized $ (358) $ (338) $ (13,668) $ (12,534) The following is a summary of the components of net periodic benefit cost for the Company’s nonunion benefit plans for the years ended December 31: Supplemental Postretirement Benefit Plan Health Benefit Plan 2023 2022 2021 2023 2022 2021 (in thousands) Service cost $ — $ — $ — $ 78 $ 156 $ 192 Interest cost 16 7 4 599 441 427 Amortization of net actuarial (gain) loss (1) (4) 8 9 (1,326) (765) (548) Net periodic benefit cost (credit) $ 12 $ 15 $ 13 $ (649) $ (168) $ 71 (1) The Company amortizes actuarial gains and losses over the average remaining active service period of the plan participants and does not use a corridor approach. Included in accumulated other comprehensive loss at December 31 were the following pre-tax amounts that have not yet been recognized in net periodic benefit cost: Supplemental Postretirement Benefit Plan Health Benefit Plan 2023 2022 2023 2022 Unrecognized net actuarial gain $ (9) $ (18) $ (6,806) $ (9,269) The discount rate is determined by matching projected cash distributions with appropriate high-quality corporate bond yields in a yield curve analysis. Weighted-average assumptions used to determine nonunion benefit obligations at December 31 were as follows: Supplemental Postretirement Benefit Plan Health Benefit Plan 2023 2022 2023 2022 Discount rate 4.3 % 4.6 % 4.8 % 5.0 % Weighted-average assumptions used to determine net periodic benefit cost for the Company’s nonunion benefit plans for the years ended December 31 were as follows: Supplemental Postretirement Benefit Plan Health Benefit Plan 2023 2022 2021 2023 2022 2021 Discount rate 4.6 % 1.8 % 1.1 % 5.0 % 2.7 % 2.3 % The assumed health care cost trend rates for the Company’s postretirement health benefit plan at December 31 were as follows: 2023 2022 Health care cost trend rate assumed for next year (1) 7.0 % 7.0 % Rate to which the cost trend rate is assumed to decline 4.5 % 4.5 % Year that the rate reaches the cost trend assumed rate 2035 2034 (1) At each December 31 measurement date, health care cost rates for the following year are based on known premiums for the fully insured postretirement health benefit plan. Therefore, the first year of assumed health care cost trend rates presented as of December 31, 2023 and 2022 are for 2025 and 2024, respectively. Estimated future benefit payments from the Company’s SBP and postretirement health benefit plans, which reflect expected future service as appropriate, as of December 31, 2023 are as follows: Supplemental Postretirement Benefit Health Plan Benefit Plan 2024 $ — $ 707 2025 $ — $ 744 2026 $ — $ 747 2027 $ — $ 754 2028 $ 424 $ 761 2029-2033 $ — $ 3,836 Deferred Compensation Plans The Company has deferred salary agreements with certain executives for which liabilities of $1.1 million and $1.3 million were recorded as of December 31, 2023 and 2022, respectively. The deferred salary agreements include a provision that immediately vests all benefits and provides for a lump-sum payment upon a change in control of the Company that is followed by a termination of the executive. The deferred salary agreement program was closed to new entrants effective January 1, 2006. In place of the deferred salary agreement program, officers appointed after 2005 participate in the Long-Term Incentive Plan (see Long-Term Incentive Compensation Plan section within this Note). The Company maintains a Voluntary Savings Plan (“VSP”), a nonqualified deferred compensation program for the benefit of certain executives of the Company and certain subsidiaries. Eligible employees may defer receipt of a portion of their salary and incentive compensation into the VSP by making an election prior to the beginning of the year in which the salary compensation is payable and, for incentive compensation, by making an election at least six months prior to the end of the performance period to which the incentive relates. The Company credits participants’ accounts with applicable rates of return based on a portfolio selected by the participants from the investments available in the plan. The Company match related to the VSP was suspended beginning January 1, 2010. All deferrals, Company match, and investment earnings are considered part of the general assets of the Company until paid. Accordingly, the consolidated balance sheets reflect the fair value of the aggregate participant balances, based on quoted prices of the mutual fund investments, as both an asset and a liability of the Company. As of December 31, 2023 and 2022, VSP balances of $4.6 million and $4.0 million, respectively, were included in other long-term assets liabilities Defined Contribution Plans The Company and its subsidiaries have defined contribution 401(k) plans that cover substantially all nonunion employees. The plans permit participants to defer a portion of their salary up to a maximum of 69% as determined under Section 401(k) of the IRC. For certain participating subsidiaries, the Company matches 50% of nonunion participant contributions up to the first 6% of annual compensation. The Company’s matching expense for the nonunion 401(k) plans totaled $7.1 million, $9.4 million, and $7.7 million for 2023, 2022, and 2021, respectively. The plans also allow for discretionary 401(k) Company contributions determined annually. The Company recognized expense of $13.1 million, $19.1 million, and $16.8 million in 2023, 2022, and 2021, respectively, related to its discretionary contributions to the nonunion defined contribution 401(k) plans. Discretionary contribution expense was higher in 2022, primarily due to an increase in discretionary contribution rate based on the Company’s higher operating results for the year. Participants are fully vested in the Company’s contributions under the defined contribution 401(k) plans after three years of service. Long-Term Incentive Compensation Plan The Company maintains a performance-based Long-Term Incentive Compensation Plan (“LTIP”) for certain officers of the Company or its subsidiaries. The LTIP incentive, which is earned over three years, is based, in part, upon a proportionate weighting of return on capital employed and shareholder returns compared to a peer group, as specifically defined in the plan document. As of December 31, 2023, 2022, and 2021, $26.3 million, $29.5 million, $28.3 million, respectively, were accrued for future payments under the plans. Other Plans Other long-term assets include $48.5 million and $54.7 million at December 31, 2023 and 2022, respectively, in the cash surrender value of life insurance policies. These policies are intended to provide funding for certain of the Company’s long-term nonunion benefit plans. A portion of the Company’s cash surrender value of variable life insurance policies have investments, through separate accounts, in equity and fixed income securities and, therefore, are subject to market volatility. The Company recognized a gain of $4.6 million for 2023, a loss of $2.7 million 2022, and a gain of $4.1 million for 2021, associated with changes in the cash surrender value and proceeds from life insurance policies. Multiemployer Plans ABF Freight System, Inc. and certain other subsidiaries reported in the Company’s Asset-Based operating segment (“ABF Freight”) contribute to multiemployer pension and health and welfare plans, which have been established pursuant to the Labor Management Relations Act of 1947 The multiemployer plans to which ABF Freight primarily contributes are jointly trusteed (half of the trustees of each plan are selected by the participating employers, the other half by the IBT) and cover collectively bargained employees of multiple unrelated employers. Due to the inherent nature of multiemployer plans, there are risks associated with participation in these plans that differ from single employer plans. Assets received by the plans are not segregated by employer, and contributions made by one employer can be and are used to provide benefits to current and former employees of other employers. If a participating employer in a multiemployer pension plan no longer contributes to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. If a participating employer in a multiemployer pension plan completely withdraws from the plan, it owes to the plan its proportionate share of the plan’s unfunded vested benefits, referred to as a withdrawal liability. A complete withdrawal generally occurs when the employer permanently ceases to have an obligation to contribute to the plan. Withdrawal liability is also owed in the event the employer withdraws from a plan in connection with a mass withdrawal, which generally occurs when all or substantially all employers withdraw from the plan pursuant to an agreement in a relatively short period of time. Were ABF Freight to completely withdraw from certain multiemployer pension plans, whether in connection with a mass withdrawal or otherwise, under current law, ABF Freight would have material liabilities for its share of the unfunded vested liabilities of each such plan. Pension Plans The 25 multiemployer pension plans to which ABF Freight contributes vary greatly in size and in funded status. Contributions to these plans are based generally on the time worked by ABF Freight’s contractual employees, at rates specified in the 2023 ABF NMFA, which will remain in effect through June 30, 2028. The funding obligations to the pension plans are intended to satisfy the requirements imposed by the Pension Protection Act of 2006 Multiemployer Pension Reform Act of 2014 Consolidated and Further Continuing Appropriations Act of 2015 The PPA requires that “endangered” (generally less than 80% funded and commonly called “yellow zone”) plans adopt “funding improvement plans” and that “critical” (generally less than 65% funded and commonly called “red zone”) plans adopt “rehabilitation plans” that are intended to improve the plan’s funded status over time. The Reform Act includes provisions to address the funding of multiemployer pension plans in “critical and declining” status, including certain of those in which ABF Freight participates. Critical and declining status is applicable to critical status plans that are projected to become insolvent anytime within the next 14 plan years, or if the plan is projected to become insolvent within the next 19 plan years and either the plan’s ratio of inactive participants to active participants exceeds two to one or the plan’s funded percentage is less than 80%. Provisions of the Reform Act include, among others, providing qualifying plans the ability to self - On March 11, 2021, H.R.1319, the American Rescue Plan Act of 2021 Butch Lewis Emergency Pension Plan Relief Act of 2021 On July 9, 2021, the PBGC announced an interim final rule implementing a Special Financial Assistance Program (the “SFA Program”) to administer funds to severely underfunded eligible multiemployer pension plans under the Pension Relief Act. Certain multiemployer pension plans to which ABF Freight contributes, including the Central States, Southeast and Southwest Areas Pension Plan (the “Central States Pension Plan”), have applied for or received funds under the SFA Program which could allow them to avoid insolvency and improve their funded status. Under the American Rescue Plan Act and in accordance with regulations of the PBGC, the plans receiving funding under the SFA Program are not permitted to reduce employer contributions to their funds. The Company will continue to evaluate the impact of the assistance provided by the SFA Program on ABF Freight’s multiemployer pension plan contributions. Through the term of the 2023 ABF NMFA, ABF Freight’s multiemployer pension contribution obligations generally will be satisfied by making the specified contributions when due. Future contribution rates will be determined through the negotiation process for contract periods following the term of the current collective bargaining agreement. While the Company cannot determine with any certainty the contributions that will be required under future collective bargaining agreements for ABF Freight’s contractual employees, management believes future contribution rates to multiemployer pension plans may be less likely to increase as a result of the provisions of the Pension Relief Act. Based on the most recent funding information the Company has received, approximately 6% of ABF Freight’s multiemployer pension plan contributions for the year ended December 31, 2023 were made to plans that are in “critical and declining status;” approximately 53% were made to plans that are in “critical status,” including the Central States Pension Plan discussed below; and no contributions were made to plans that are in “endangered status,” each as defined by the PPA. ABF Freight’s participation in multiemployer pension plans is summarized in the table below. The multiemployer pension plans listed separately in the table represent plans that are individually significant to the Asset-Based segment based on the amount of plan contributions. The Central States Pension Plan is the only fund individually listed in the table which received financial assistance from the SFA Program. The severity of a plan’s underfunded status considered in the analysis of individually significant funds to be separately disclosed was after the financial assistance from the SFA Program. Significant multiemployer pension funds and key participation information were as follows: Pension FIP/RP Protection Act Status Contributions (d) EIN/Pension Zone Status (b) Pending/ (in thousands) Surcharge Legal Name of Plan Plan Number (a) 2023 2022 Implemented (c) 2023 2022 2021 Imposed (e) Central States, Southeast and Southwest Areas Pension Plan (1)(2) 36-6044243 Critical Critical and Declining Implemented (3) $ 77,708 $ 75,306 $ 71,045 No Western Conference of Teamsters Pension Plan (4) 91-6145047 Green Green No 29,540 28,051 25,861 No Central Pennsylvania Teamsters Defined Benefit Plan (1)(4) 23-6262789 Green Green No 15,540 14,421 13,931 No I. B. of T. Union Local No. 710 Pension Fund (5)(6) 36-2377656 Green (7) Green (7) No 10,676 9,838 9,553 No New England Teamsters Pension Fund (8)(9) 04-6372430 Critical and Declining (10) Critical and Declining (10) Implemented (11) 4,636 4,449 4,357 No All other plans in the aggregate 24,384 22,493 22,146 Total multiemployer pension contributions paid (12) $ 162,484 $ 154,558 $ 146,893 Table Heading Definitions (a) The “EIN/Pension Plan Number” column provides the Federal Employer Identification Number (“EIN”) and the three-digit plan number, if applicable. (b) Unless otherwise noted, the most recent PPA zone status available in 2023 and 2022 is for the plan’s year-end status at December 31, 2022 and 2021, respectively, and prior to financial assistance from the Pension Relief Act. The zone status is based on information received from the plan and was certified by the plan’s actuary. Green zone funds are those that are in neither endangered, critical, or critical and declining status and generally have a funded percentage of at least 80% . (c) The “FIP/RP Status Pending/Implemented” column indicates if a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”), if applicable, is pending or has been implemented. (d) Amounts reflect contributions made in the respective year and differ from amounts expensed during the year. (e) The surcharge column indicates if a surcharge was paid by ABF Freight to the plan. Table Footnotes (1) ABF Freight System, Inc. was listed by the plan as providing more than 5% of the total contributions to the plan for the plan years ended December 31, 2022 and 2021. (2) Information for this fund was obtained from the 2022 annual funding notice, other notices received from the plan such as the 2023 notice of critical status, and the Form 5500 filed for the plan years ended December 31, 2022 and 2021. (3) Adopted a rehabilitation plan effective March 25, 2008 as updated. Utilized amortization extension granted by the IRS effective December 31, 2003. (4) Information for this fund was obtained from the annual funding notice, other notices received from the plan, and the Form 5500 filed for the plan years ended December 31, 2022 and 2021. (5) The Company was listed by the plan as providing more than 5% of the total contributions to the plan for the plan year ended January 31, 2023. (6) Information for this fund was obtained from the annual funding notice, other notices received from the plan, and the Form 5500 filed for the plan years ended January 31, 2023 and 2022. (7) PPA zone status relates to plan years February 1, 2022 – January 31, 2023 and February 1, 2021 – January 31, 2022. (8) Contributions include $1.6 million each year for 2023, 2022, and 2021, related to the multiemployer pension fund withdrawal liability. ABF Freight’s multiemployer pension plan obligation with the New England Teamsters and Trucking Industry Pension Fund was restructured under a transition agreement effective on August 1, 2018, which triggered a withdrawal liability settlement to satisfy ABF Freight’s existing potential withdrawal liability obligation to the fund. ABF Freight recognized a one-time charge of $37.9 million (pre-tax) to record the withdrawal liability in second quarter 2018; partially settled the withdrawal liability through the initial lump sum cash payment of $15.1 million made in third quarter 2018; and will settle the remainder with monthly payments over a remaining period of 18 years . (9) Information for this fund was obtained from the annual funding notice, other notices received from the plan, and the Form 5500 filed for the plan years ended September 30, 2022 and 2021. (10) PPA zone status relates to plan years October 1, 2022 – September 30, 2023 and October 1, 2021 – September 30, 2022. (11) Adopted a rehabilitation plan effective January 1, 2009. The plan has been subsequently reviewed and restated effective January 1, 2023. (12) Contribution levels can be impacted by several factors such as changes in business levels and the related time worked by contractual employees, contractual rate increases for pension benefits, and the specific funding structure, which differs among funds. The current and prior collective bargaining agreements and the related supplemental agreements provided for contributions to multiemployer pension plans to be frozen at the current rates for each fund, although certain funds have imposed contribution increases under their rehabilitation or funding improvement plans. The year-over-year changes in multiemployer pension plan contributions presented above were influenced by changes in Asset-Based shipment levels. For 2023, 2022, and 2021, approximately one-half of ABF Freight’s multiemployer pension contributions were made to the Central States Pension Plan. The funded percentages of the Central States Pension Plan, as set forth in information provided by the Central States Pension Plan, were 14.5%, and 17.1% as of January 1, 2022 and 2021, respectively. ABF Freight received a Notice of Critical Status for the Central States Pension Plan dated March 31, 2023, in which the plan’s actuary certified that, as of January 1, 2023 the approximate funding percentage was 97.5%; however, the plan is deemed to be in critical status through 2051 due to the receipt of funding from the SFA Program in January 2023. The plan announced that the SFA Program funding will allow the Central States Pension Plan to avoid insolvency in 2025 and to reach full funding over time. The funding notices for the 2022 plan year for the Western Pennsylvania Teamsters and Employers Pension Fund, the New York State Teamsters Conference Pension and Retirement Fund, and the Trucking Employees of North Jersey Welfare Fund, Inc. – Pension Fund reflected the reinstatement of benefits previously suspended due to the significantly improved status of each fund due to the funding provided by the SFA Program; however, these funds will be deemed to be in critical status through the end of 2051. The Company also previously received notice that the PBGC will provide financial assistance (by paying retiree benefits not to exceed the PBGC guarantee limits) to the Road Carriers Local 707 Pension Fund, which was declared insolvent; however, this fund received SFA Program funding during 2022. Approximately 1% to 2% of ABF Freight’s total multiemployer pension contributions for the year ended December 31, 2023 were made to each of these funds. ABF Freight has not received any other notification of plan reorganization or plan insolvency with respect to any multiemployer pension plan to which it contributes. Health and Welfare Plans ABF Freight contributes to 38 multiemployer health and welfare plans which provide health care benefits for active employees and retirees covered under labor agreements. Contributions to multiemployer health and welfare plans totaled $215.6 million, $194.4 million, and $176.2 million, for the year ended December 31, 2023, 2022, and 2021, respectively. The benefit contribution rate for health and welfare benefits increased by an average of approximately 5.7% on August 1, 2023 under ABF Freight’s current collective bargaining agreement with IBT ratified in 2023 and 4.3% on both August 1, 2022 and 2021 under ABF Freight’s prior collective bargaining agreement with the IBT ratified in 2018. Higher benefit contribution rates following the 2023 ABF NMFA ratification and more hours worked to maintain capacity in the first half of the year and to service higher business levels in the second half of the year, resulted in an increase in contributions to health and welfare plans in 2023, compared to 2022. In 2022, more hours worked by ABF Freight’s contractual employees, as well as the hiring of additional contractual employees to service higher shipment levels resulted in an increase in contributions to multiemployer health and welfare plans in 2022, compared to 2021. Other than changes to benefit contribution rates and variances in rates and time worked, there have been no other significant items that affect the comparability of the Company’s 2023, 2022, and 2021 multiemployer health and welfare plan contributions. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE L – STOCKHOLDERS’ EQUITY Accumulated Other Comprehensive Income Components of accumulated other comprehensive income were as follows at December 31: 2023 2022 2021 (in thousands) Pre-tax amounts: Unrecognized net periodic benefit credit $ 6,816 $ 9,287 $ 5,602 Interest rate swap 1,710 3,526 419 Foreign currency translation (2,709) (3,247) (1,044) Total $ 5,817 $ 9,566 $ 4,977 After-tax amounts: Unrecognized net periodic benefit credit $ 5,061 $ 6,896 $ 4,160 Interest rate swap 1,263 2,604 309 Foreign currency translation (2,000) (2,397) (770) Total $ 4,324 $ 7,103 $ 3,699 The following is a summary of the changes in accumulated other comprehensive income, net of tax, by component: Unrecognized Interest Foreign Net Periodic Rate Currency Total Benefit Credit Swap Translation (in thousands) Balances at December 31, 2021 $ 3,699 $ 4,160 $ 309 $ (770) Other comprehensive income (loss) before reclassifications 3,966 3,298 2,295 (1,627) Amounts reclassified from accumulated other comprehensive income (562) (562) — — Net current-period other comprehensive income (loss) 3,404 2,736 2,295 (1,627) Balances at December 31, 2022 $ 7,103 $ 6,896 $ 2,604 $ (2,397) Other comprehensive income (loss) before reclassifications (1,791) (847) (1,341) 397 Amounts reclassified from accumulated other comprehensive income (988) (988) — — Net current-period other comprehensive income (loss) (2,779) (1,835) (1,341) 397 Balances at December 31, 2023 $ 4,324 $ 5,061 $ 1,263 $ (2,000) The following is a summary of the significant reclassifications out of accumulated other comprehensive income by component for the years ended December 31: Unrecognized Net Periodic Benefit Credit 2023 2022 (in thousands) Amortization of net actuarial gain, pre-tax (1) $ 1,330 $ 757 Tax expense (342) (195) Total, net of tax $ 988 $ 562 (1) Included in the computation of net periodic benefit credit of the Company’s supplemental benefit plan (“SBP”) and postretirement health benefit plan (see Note K). Dividends on Common Stock The following table is a summary of dividends declared during the applicable quarter: 2023 2022 Per Share Amount Per Share Amount (in thousands, except per share data) First quarter $ 0.12 $ 2,915 $ 0.08 $ 1,978 Second quarter $ 0.12 $ 2,894 $ 0.12 $ 2,949 Third quarter $ 0.12 $ 2,887 $ 0.12 $ 2,965 Fourth quarter $ 0.12 $ 2,846 $ 0.12 $ 2,938 On February 2, 2024, the Company’s Board of Directors declared a dividend of $0.12 per share to stockholders of record as of February 16, 2024. Treasury Stock The Company has a program to repurchase its common stock in the open market or in privately negotiated transactions (the “share repurchase program”). The share repurchase program has no expiration date but may be terminated at any time at the Board of Directors’ discretion. Repurchases may be made using the Company’s cash reserves or other available sources. In February 2023, the Board of Directors reauthorized the share repurchase program and increased the total amount available for purchases of the Company’s common stock under the program to $125.0 million. During 2023, the Company purchased 930,754 shares of its common stock for an aggregate cost of $91.5 million, including 501,146 shares for an aggregate cost of $47.6 million under Rule 10b5-1 plans, which allowed for stock repurchases during closed trading windows. The Company had $33.5 million remaining under its share repurchase program as of December 31, 2023. Treasury shares totaled 6,460,137 and 5,529,383 as of December 31, 2023 and 2022, respectively. In February 2024, the Board of Directors reauthorized the share repurchase program and increased the total amount available for purchases of the Company’s common stock under the program to $125.0 million. Subsequent to December 31, 2023 through February 19, 2024, the Company settled repurchases of 51,220 shares for an aggregate cost of $6.1 million. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
SHARE-BASED COMPENSATION | |
SHARE-BASED COMPENSATION | NOTE M – SHARE-BASED COMPENSATION Stock Awards The Company had outstanding RSUs granted under the ArcBest Corporation Ownership Incentive Plan (the “Ownership Incentive Plan”) as of December 31, 2023 and 2022. The Ownership Incentive Plan provides for the granting of 4.9 million shares, which may be awarded as incentive and nonqualified stock options, stock appreciation rights, restricted stock, RSUs, or performance award units. Restricted Stock Units A summary of the Company’s RSU award program is presented below: Weighted-Average Grant Date Units Fair Value Outstanding – January 1, 2023 1,023,251 $ 38.83 Granted 149,350 $ 86.53 Vested (381,724) $ 36.04 Forfeited (1) (65,444) $ 51.97 Outstanding – December 31, 2023 725,433 $ 48.94 (1) Forfeitures are recognized as they occur. The Compensation Committee of the Company’s Board of Directors granted RSUs during the years ended December 31 as follows: k Weighted-Average Grant Date Units Fair Value 2023 149,350 $ 86.53 2022 164,739 $ 78.57 2021 136,295 $ 86.96 The fair value of restricted stock awards that vested in 2023, 2022, and 2021 was $34.2 million, $48.1 million, and $36.4 million, respectively. Unrecognized compensation cost related to restricted stock awards outstanding as of December 31, 2023 was $14.0 million, which is expected to be recognized over a weighted-average period of approximately 0.9 years. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | NOTE N – EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31: 2023 2022 2021 (in thousands, except share and per share data) Basic Numerator: Net income from continuing operations $ 142,164 $ 294,648 $ 210,459 Net income from discontinued operations 53,269 3,561 3,062 Net income $ 195,433 $ 298,209 $ 213,521 Denominator: Weighted-average shares 24,018,801 24,585,205 25,471,939 Basic earnings per common share Continuing operations $ 5.92 $ 11.98 $ 8.26 Discontinued operations 2.22 0.14 0.12 Total basic earnings per common share (1) $ 8.14 $ 12.13 $ 8.38 Diluted Numerator: Net income from continuing operations $ 142,164 $ 294,648 $ 210,459 Net income from discontinued operations 53,269 3,561 3,062 Net income $ 195,433 $ 298,209 $ 213,521 Denominator: Weighted-average shares 24,018,801 24,585,205 25,471,939 Effect of dilutive securities 615,816 919,303 1,300,187 Adjusted weighted-average shares and assumed conversions 24,634,617 25,504,508 26,772,126 Diluted earnings per common share Continuing operations $ 5.77 $ 11.55 $ 7.86 Discontinued operations 2.16 0.14 0.11 Total diluted earnings per common share (1) $ 7.93 $ 11.69 $ 7.98 (1) Earnings per common share is calculated in total and may not equal the sum of earnings per common share from continuing operations and discontinued operations due to rounding. |
OPERATING SEGMENT DATA
OPERATING SEGMENT DATA | 12 Months Ended |
Dec. 31, 2023 | |
OPERATING SEGMENT DATA | |
OPERATING SEGMENT DATA | NOTE O – OPERATING SEGMENT DATA The Company uses the “management approach” to determine its reportable operating segments, as well as to determine the basis of reporting the operating segment information. The management approach focuses on financial information that the Company’s management uses to make operating decisions. Management uses revenues, operating expense categories, operating ratios, operating income (loss), and key operating statistics to evaluate performance and allocate resources to the Company’s operations. On February 28, 2023, the Company sold FleetNet, a wholly owned subsidiary and reportable operating segment of the Company. Following the sale, FleetNet is reported as discontinued operations. As such, historical results of FleetNet have been excluded from both continuing operations and segment results for all periods presented, and reclassifications have been made to the prior-period financial statements to conform to the current-year presentation. The Company’s reportable operating segments are as follows: ● The Asset-Based segment includes the results of operations of ABF Freight System, Inc. and certain other subsidiaries. The segment operations include national, inter-regional, and regional transportation of general commodities through standard, expedited, and guaranteed LTL services. The Asset-Based segment provides services to the Asset-Light segment, including freight transportation related to managed transportation solutions and other services. As previously discussed in Note A, the Asset-Based segment’s contractual employees are covered under the 2023 ABF NMFA, which was implemented on July 16, 2023, effective retroactive to July 1, 2023, and will remain in effect through June 30, 2028. The major economic provisions of the 2023 ABF NMFA include wage and mileage rate increases in each year of the contract, with the initial increase effective retroactive to July 1, 2023; profit-sharing bonuses upon the Asset-Based segment’s achievement of certain annual operating ratios for any full calendar year under the contract; an additional paid holiday; two additional paid sick days; and a new non-CDL employee classification. The 2023 ABF NMFA and the related supplemental agreements provide for annual contribution rate increases to multiemployer health and welfare and pension funds to which ABF Freight contributed under the previous agreement. ● The Asset-Light segment includes the results of operations of the Company’s service offerings in truckload, ground expedite, dedicated, intermodal, household goods moving, managed transportation, warehousing and distribution, and international freight transportation for air, ocean, and ground. The Asset-Light segment provides services to the Asset-Based segment. The Company’s other business activities and operations that are not reportable segments include ArcBest Corporation (the parent holding company) and certain subsidiaries. Certain costs incurred by the parent holding company and the Company’s shared services subsidiary are allocated to the reporting segments. The Company eliminates intercompany transactions in consolidation. However, the information used by the Company’s management with respect to its reportable operating segments is before intersegment eliminations of revenues and expenses. Shared services represent costs incurred to support all segments, including sales, pricing, customer service, marketing, capacity sourcing functions, human resources, financial services, information technology, and other company-wide services. Certain overhead costs are not attributable to any segment and remain unallocated in “Other and eliminations.” Included in unallocated costs are expenses related to investor relations, legal, the Company’s Board of Directors, and certain technology investments. Shared services costs attributable to the reportable operating segments are predominantly allocated based upon estimated and planned resource utilization-related metrics such as estimated shipment levels or number of personnel supported. The bases for such charges are modified and adjusted by management when necessary or appropriate to reflect fairly and equitably the actual incidence of cost incurred by the reportable operating segments. Management believes the methods used to allocate expenses are reasonable. Further classifications of operations or revenues by geographic location are impracticable and, therefore, are not provided. The Company’s foreign operations are not significant. The following table reflects reportable operating segment information from continuing operations for the years ended December 31: 2023 2022 2021 (in thousands) REVENUES Asset-Based $ 2,871,004 $ 3,010,900 $ 2,573,773 Asset-Light 1,680,645 2,139,272 1,300,626 Other and eliminations (124,206) (121,164) (108,214) Total consolidated revenues $ 4,427,443 $ 5,029,008 $ 3,766,185 OPERATING EXPENSES Asset-Based Salaries, wages, and benefits $ 1,379,756 $ 1,293,487 $ 1,198,253 Fuel, supplies, and expenses 361,355 378,558 266,139 Operating taxes and licenses 55,918 52,290 49,461 Insurance 52,025 47,382 37,800 Communications and utilities 19,288 18,949 18,773 Depreciation and amortization 104,165 97,322 93,799 Rents and purchased transportation 338,575 441,167 364,345 Shared services 279,248 281,698 263,532 (Gain) loss on sale of property and equipment and lease impairment charges (1) 982 (12,468) (8,676) Innovative technology costs (2) 21,711 27,207 27,631 Other 4,829 4,175 2,009 Total Asset-Based 2,617,852 2,629,767 2,313,066 Asset-Light Purchased transportation 1,435,604 1,784,668 1,097,332 Supplies and expenses (3) 12,094 13,955 8,661 Depreciation and amortization (4) 20,370 20,730 11,387 Shared services 194,296 218,133 132,137 Contingent consideration (5) (19,100) 18,300 — Lease impairment charges (6) 14,407 — — Legal settlement (7) 9,500 — — Gain on sale of subsidiary (8) — (402) (6,923) Other (3) 25,745 31,163 11,635 Total Asset-Light 1,692,916 2,086,547 1,254,229 Other and eliminations (55,944) (81,832) (78,088) Total consolidated operating expenses $ 4,254,824 $ 4,634,482 $ 3,489,207 OPERATING INCOME (LOSS) Asset-Based $ 253,152 $ 381,133 $ 260,707 Asset-Light (12,271) 52,725 46,397 Other and eliminations (9) (68,262) (39,332) (30,126) Total consolidated operating income $ 172,619 $ 394,526 $ 276,978 OTHER INCOME (COSTS) Interest and dividend income $ 14,728 $ 3,873 $ 1,226 Interest and other related financing costs (9,094) (7,726) (8,914) Other, net (10) 8,662 (2,370) 3,797 Total other income (costs) 14,296 (6,223) (3,891) INCOME BEFORE INCOME TAXES $ 186,915 $ 388,303 $ 273,087 (1) For 2023, includes a $0.7 million noncash lease-related impairment charge for an Asset-Based service center. For 2022, includes a $4.3 million noncash gain on a like-kind property exchange of a service center, with the remaining gains related primarily to sales of replaced equipment. For 2021, includes an $8.6 million gain on the sale of unutilized service center property. (2) Represents costs associated with the freight handling pilot test program at ABF Freight, for which the decision was made to pause the pilot during third quarter 2023. (3) For 2022 and 2021, amounts have been adjusted from those previously reported to reclass certain facility rent expense between line items within the Asset-Light segment. Adjustments made are not material. (4) Depreciation and amortization includes amortization of intangibles associated with acquired businesses. (5) Represents the change in fair value of the contingent earnout consideration to the MoLo acquisition (see Note C). (6) Represents noncash lease-related impairment charges for certain Asset-Light office spaces that were made available for sublease. (7) Represents estimated expenses to settle a claim related to the classification of certain Asset-Light employees under the Fair Labor Standards Act . (8) Gain recognized relates to the sale of the labor services portion of the Asset-Light segment’s moving business in second quarter 2021, including the contingent amount recognized in second quarter 2022 when the funds were released from escrow. (9) For 2023, “Other and eliminations” includes $15.1 million of noncash lease-related impairment charges for a freight handling pilot facility. (10) Includes the components of net periodic benefit cost (credit) other than service cost related to the Company’s SBP and postretirement plans (see Note K) and proceeds and changes in cash surrender value of life insurance policies. For 2023, includes a $3.7 million fair value increase related to the Company’s equity investment in Phantom Auto, based on an observable price change during second quarter 2023 (see Note C). The following table reflects information about revenues from customers and intersegment revenues for the years ended December 31: 2023 2022 2021 (in thousands) Revenues from customers Asset-Based $ 2,749,803 $ 2,896,284 $ 2,470,529 Asset-Light 1,673,399 2,128,394 1,291,679 Other 4,241 4,330 3,977 Total consolidated revenues $ 4,427,443 $ 5,029,008 $ 3,766,185 Intersegment revenues Asset-Based $ 121,201 $ 114,616 $ 103,244 Asset-Light 7,246 10,878 8,947 Other and eliminations (128,447) (125,494) (112,191) Total intersegment revenues $ — $ — $ — Total segment revenues Asset-Based $ 2,871,004 3,010,900 $ 2,573,773 Asset-Light 1,680,645 2,139,272 1,300,626 Other and eliminations (124,206) (121,164) (108,214) Total consolidated revenues $ 4,427,443 $ 5,029,008 $ 3,766,185 The following table provides capital expenditure and depreciation and amortization information by reportable operating segment from continuing operations: For the year ended December 31 2023 2022 2021 (in thousands) CAPITAL EXPENDITURES, GROSS Asset-Based (1) $ 207,072 $ 137,117 $ 96,180 Asset-Light 7,587 14,372 9,565 Other and eliminations (2)(3) 37,752 77,720 11,193 $ 252,411 $ 229,209 $ 116,938 For the year ended December 31 2023 2022 2021 (in thousands) DEPRECIATION AND AMORTIZATION EXPENSE (2) Asset-Based $ 104,165 $ 97,322 $ 93,799 Asset-Light (4) 20,370 20,730 11,387 Other and eliminations (2) 20,814 20,107 17,374 $ 145,349 $ 138,159 $ 122,560 (1) Includes assets acquired through notes payable of $33.5 million, $79.0 million, and $59.7 million in 2023, 2022, and 2021, respectively. (2) Other and eliminations includes certain assets held for the benefit of multiple segments, including information systems equipment. For 2022, also includes the purchase of a property for $37.5 million. Depreciation and amortization associated with these assets is allocated to the reporting segments. Depreciation and amortization expense includes amortization of internally developed capitalized software which has not been included in gross capital expenditures presented in the table. (3) Includes assets acquired through notes payable of $3.4 million in 2022. (4) Includes amortization of intangibles of $12.8 million, $12.9 million, and $5.3 million in 2023, 2022, and 2021, respectively. A table of assets by reportable operating segment has not been presented as segment assets are not included in reports regularly provided to management nor does management consider segment assets for assessing segment operating performance or allocating resources. The Company incurred research and development costs of $52.4 million and $40.8 million for the year ended December 31, 2023 and 2022, respectively, related to innovative technology initiatives. The following table presents operating expenses by category on a consolidated basis: For the year ended December 31 2023 2022 2021 (in thousands) OPERATING EXPENSES Salaries, wages, and benefits $ 1,781,304 $ 1,728,653 $ 1,527,533 Rents, purchased transportation, and other costs of services 1,642,669 2,100,663 1,349,106 Fuel, supplies, and expenses (1) 479,688 488,009 360,657 Depreciation and amortization (2) 145,349 138,159 122,560 Contingent consideration (3) (19,100) 18,300 — Lease impairment charges (4) 30,162 — — Other (1)(5) 194,752 160,698 129,351 $ 4,254,824 $ 4,634,482 $ 3,489,207 (1) For 2022 and 2021, amounts have been adjusted from those previously reported to reclass certain facility rent expense between line items within the Asset-Light segment. Adjustments made are not material. (2) Includes amortization of intangibles assets. (3) Represents the change in fair value of the contingent earnout consideration related to the MoLo acquisition (see Notes C and E). (4) Represents noncash lease-related impairment charges for a freight handling pilot facility, a service center, and office spaces that were made available for sublease. (5) For 2023, includes estimated expenses of $9.5 million to settle a claim related to the classification of certain Asset-Light employees under the Fair Labor Standards Act . For 2022, includes a $12.5 million gain related to the sale of property and equipment within the Asset-Based segment and the sale of replaced equipment and a like-kind exchange of a service center property in the prior year. For 2021, includes a $6.9 million gain related to the sale of a subsidiary within the Asset-Light segment and an $8.6 million gain related to the sale of an unutilized service center property within the Asset-Based segment. For 2023, 2022, and 2021, also includes innovative technology costs of $52.4 million, $40.8 million, and $32.8 million, respectively, associated with the freight handling pilot program at ABF Freight, costs related to the Company’s customer pilot offering of Vaux TM , and initiatives to optimize performance through technological innovation. |
LEGAL PROCEEDINGS, ENVIRONMENTA
LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS | |
LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS | NOTE P – LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS The Company is involved in various legal actions arising in the ordinary course of business. The Company maintains liability insurance against certain risks arising out of the normal course of its business, subject to certain self-insured retention limits. The Company routinely establishes and reviews the adequacy of reserves for estimated legal, environmental, and self-insurance exposures. While management believes that amounts accrued in the consolidated financial statements are adequate, estimates of these liabilities may change as circumstances develop. Considering amounts recorded, routine legal matters are not expected to have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Legal Proceedings In January 2023, the Company and MoLo were named as defendants in lawsuits related to an auto accident which involved a MoLo contract carrier. The accident occurred prior to the Company’s acquisition of MoLo on November 1, 2021. The Company intends to vigorously defend against these lawsuits. The Company believes that a loss related to this matter is reasonably possible. The Company cannot estimate the amount or a range of reasonably possible losses for this matter, if any, at this time; however, it is reasonably possible that such amounts could be material to the Company’s financial condition, results of operations, or cash flows. The Company will pursue recovery for its losses, if any, against all available sources, including, but not limited to, insurance and any potentially responsible third parties. Environmental Matters The Company’s subsidiaries store fuel for use in tractors and trucks in underground tanks at certain facilities. Maintenance of such tanks is regulated at the federal and, in most cases, state levels. The Company believes it is in substantial compliance with all such regulations. The Company’s underground storage tanks are required to have leak detection systems. The Company is not aware of any leaks from such tanks that could reasonably be expected to have a material adverse effect on the Company. The Company has received notices from the Environmental Protection Agency (the “EPA”) and others that it has been identified as a potentially responsible party under the Comprehensive Environmental Response Compensation and Liability Act of 1980 , as amended, or other federal or state environmental statutes, at several hazardous waste sites. After investigating the Company’s involvement in waste disposal or waste generation at such sites, the Company has either agreed to de minimis settlements or determined that its obligations, other than those specifically accrued with respect to such sites, would involve immaterial monetary liability, although there can be no assurances in this regard. The Company maintains a reserve within accrued expenses for estimated environmental cleanup costs of properties currently or previously operated by the Company. Amounts accrued reflect management’s best estimate of the future undiscounted exposure related to identified properties based on current environmental regulations, management’s experience with similar environmental matters, and testing performed at certain sites. On March 20, 2023, ABF Freight entered into a consent decree with the EPA (the “Consent Decree”) to resolve alleged compliance issues under the federal Clean Water Act Other Events During second quarter 2023, the Company received a Notice of Assessment from a state regarding an ongoing sales and use tax audit for the trailing time period of December 1, 2018 to March 31, 2021. This notice is in addition to the February 2021 Notice of Assessment from that state pertaining to uncollected sales and use tax, including interest and penalties, for the period of September 1, 2016 to November 30, 2018. The Company does not agree with the basis of these assessments and filed an appeal for the 2023 assessment in October 2023 on the same legal basis as the appeal filed in May 2021 for the earlier assessment. The Company has previously accrued an amount related to these assessments consistent with applicable accounting guidance, but if the state prevails in its position, the Company may owe additional tax. Management does not believe the resolution of this matter will have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. During fourth quarter 2023, the Company tentatively settled a claim related to the classification of certain Asset-Light employees under the Fair Labor Standards Act |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES | 12 Months Ended |
Dec. 31, 2023 | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES | SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES ARCBEST CORPORATION On February 28, 2023, the Company sold FleetNet America, Inc. (“FleetNet”), a wholly owned subsidiary and reportable operating segment of the Company. The sale of FleetNet was accounted for as discontinued operations. As such, reclassifications have been made to the balances, additions, and deductions below to exclude the impact of FleetNet. (See Note D to the Company’s consolidated financial statements included in Part II, Item 8 of the Annual Report on Form 10-K). Balances at Additions Balances at Beginning of Charged to Costs Charged to End of Description Period and Expenses Other Accounts Deductions Period (in thousands) Year Ended December 31, 2023 Deducted from asset accounts: Allowance for credit losses and revenue adjustments $ 13,892 $ 3,633 $ 3,512 (a) $ 10,691 (b) $ 10,346 Allowance for other accounts receivable $ 713 $ 18 (c) $ — $ — $ 731 Allowance for deferred tax assets $ 1,707 $ — $ — $ (44) (d) $ 1,751 Year Ended December 31, 2022 Deducted from asset accounts: Allowance for credit losses and revenue adjustments $ 13,016 $ 6,852 $ 2,761 (a) $ 8,737 (b) $ 13,892 Allowance for other accounts receivable $ 690 $ 23 (c) $ — $ — $ 713 Allowance for deferred tax assets $ 2,196 $ — $ — $ 489 (d) $ 1,707 Year Ended December 31, 2021 Deducted from asset accounts: Allowance for credit losses and revenue adjustments $ 7,693 $ 1,334 $ 7,783 (a)(e) $ 3,794 (b) $ 13,016 Allowance for other accounts receivable $ 660 $ 30 (c) $ — $ — $ 690 Allowance for deferred tax assets $ 1,284 $ — $ — $ (912) (d) $ 2,196 (a) Change in allowance due to recoveries of amounts previously written off and revenue adjustments. (b) Includes uncollectible accounts written off and revenue adjustments. (c) Charged to workers’ compensation expense. (d) Change in allowance due to changes in expectations of realization of certain federal and state net operating losses and federal and state deferred tax assets. (e) Includes allowance assumed in the acquisition of MoLo Solutions, LLC. (See Note E to the Company’s consolidated financial statements included in Part II, Item 8 of the Annual Report on Form 10-K) . |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
ACCOUNTING POLICIES | |
Consolidation | Consolidation: |
Segment Information | Segment Information: |
Use of Estimates | Use of Estimates: |
Reclassifications | Reclassifications: Certain reclassifications have been made to the prior period presentation of other long-term liabilities to conform to the current-year presentation of the contingent consideration liability on a separate line in the consolidated balance sheets. For the years ended December 31, 2022 and 2021, certain reclassifications have been made between operating expenses lines of the Asset-Light segment to conform to the current-year presentation of certain facility rent expenses. There was no impact on total liabilities or total operating expenses as a result of these reclassifications. |
Cash, Cash Equivalents, and Short-Term Investments | Cash, Cash Equivalents, and Short-Term Investments: Certificates of deposit are valued at cost plus accrued interest, which approximates fair value. Held-to-maturity U.S. Treasury securities are recorded at amortized cost with interest and amortization of premiums and discounts included in interest income. Quarterly, the Company evaluates held-to-maturity securities for any other-than-temporary impairments related to any intention to sell or requirement to sell before its amortized costs are recovered. If a security is considered to be other-than-temporarily impaired, the difference between amortized cost and the amount that is determined to be recoverable is recorded in operating income. |
Concentration of Credit Risk | Concentration of Credit Risk: The Company’s services are provided primarily to customers throughout the United States and, to a lesser extent, Canada, Mexico, and other international locations. On a consolidated basis, the Company had no single customer representing more than 2% of its revenues in 2023, 2022, or 2021 or more than 5% of its accounts receivable balance at December 31, 2023 and 2022. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. Historically, credit losses have been within management’s expectations. |
Receivable Allowances | Receivable Allowances: |
Property, Plant and Equipment, Including Repairs and Maintenance | Property, Plant and Equipment, Including Repairs and Maintenance: |
Computer Software for Internal Use, Including Web Site Development and Cloud Computing Costs | Computer Software for Internal Use, Including Web Site Development and Cloud Computing Costs: straight-line method generally over 2 to 7 years. Capitalized costs related to cloud computing and hosting arrangements are presented within prepaid expenses in the accompanying consolidated balance sheets. The amount of costs capitalized within any period is dependent on the nature of software development activities and projects in each period. |
Impairment Assessment of Long-Lived Assets | Impairment Assessment of Long-Lived Assets: . Assets to be disposed of are reclassified as assets held for sale at the lower of their carrying amount or fair value less cost to sell. Assets held for sale primarily represent Asset-Based segment nonoperating properties, older revenue equipment, and other equipment. Adjustments to write down assets to fair value less the amount of costs to sell are reported in operating income. Assets held for sale are expected to be disposed of by selling the assets within the next 12 months. Gains and losses on property and equipment are reported in operating income. Assets held for sale of $1.5 million and $0.8 million were reported within other long-term assets as of December 31, 2023 and 2022, respectively. |
Business Combinations | Business Combinations: |
Contingent Consideration | Contingent Consideration: |
Goodwill and Intangible Assets | Goodwill and Intangible Assets: Indefinite-lived intangible assets are also not amortized but rather are evaluated for impairment annually or more frequently if indicators of impairment exist. Consistent with goodwill, the Company typically assesses qualitative factors but may from time to time perform a quantitative assessment to determine if it is more likely than not that the fair value of indefinite-lived intangible assets is less than its carrying value; if applicable, a quantitative analysis is performed if it is determined it is more likely than not the indefinite-lived intangible is impaired. The Company amortizes finite-lived intangible assets over their respective estimated useful lives. |
Income Taxes | Income Taxes: Management applies considerable judgment in determining the consolidated income tax provision, including valuation allowances on deferred tax assets. The valuation allowance for deferred tax assets is determined by evaluating whether it is more likely than not that the benefits of deferred tax assets will be realized through future reversal of existing taxable temporary differences, taxable income in carryback years in jurisdictions in which they are allowable, projected future taxable income, or tax-planning strategies. Uncertain tax positions, which also require significant judgment, are measured to determine the amounts to be recognized in the financial statements. The income tax provision and valuation allowances are complicated by complex and frequently changing rules administered in multiple jurisdictions, including U.S. federal, state, and foreign governments. |
Long Term Investments | Long-Term Investments: |
Book Overdrafts | Book Overdrafts: |
Insurance Reserves | Insurance Reserves Liabilities for self-insured workers’ compensation and third-party casualty claims are based on the case reserve amounts plus an estimate of loss development and incurred but not reported (“IBNR”) claims, which is developed from an independent actuarial analysis. The process of determining reserve requirements utilizes historical trends and involves an evaluation of claim frequency and severity, claims management, and other factors. Case reserves are evaluated as loss experience develops and new information becomes available. Adjustments to previously estimated aggregate reserves are reflected in financial results in the periods in which they are made. Aggregate reserves represent an estimate of the costs of claims incurred, and it is possible that the ultimate liability may differ significantly from such estimates. The Company develops an estimate of self-insured cargo loss and damage claims liabilities based on historical trends and certain event-specific information. Claims liabilities are recorded in accrued expenses and are not offset by insurance receivables which are reported in other accounts receivable. |
Loss Contingencies | Loss Contingencies: |
Long-Term Debt | Long-Term Debt: |
Interest Rate Swap Derivative Instruments | Interest Rate Swap Derivative Instruments |
Leases | Leases: The Company elected the short-term lease exemption for all classes of assets to include real property, revenue equipment, and service, office, and other equipment. The Company adopted the policy election as a lessee for all classes of assets to account for each lease component and its related non-lease component(s) as a single lease component. In determining the discount rate, the Company uses ArcBest Corporation’s incremental borrowing rate unless the rate implicit in the lease is readily determinable when entering into a lease as a lessee. The incremental borrowing rate is determined by the price of a fully collateralized loan with similar terms based on current market rates. An assessment is made on or after the effective date of newly signed contracts as to whether the contract is, or contains, a lease at the inception of a contract. The assessment is based on: (1) whether the contract involves the use of a distinct identified asset; (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period; and (3) whether the Company has the right to direct the use of the asset. The operating right-of-use asset is measured as the initial amount of the operating lease liability, plus any initial direct costs incurred, less any prepayments prior to commencement or lease incentives received. The operating lease liability is initially measured at the present value of the lease payments, discounted using the Company’s secured incremental borrowing rate for the same term as the underlying lease unless the interest rate implicit in the lease is readily determined, then the implicit rate will be used. Lease payments included in the measurement of the lease liability are comprised of the following: (1) the fixed noncancelable lease payments, (2) payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and (3) payments for early termination options unless it is reasonably certain the lease will not be terminated early. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement and included in the measurement of the initial lease liability. Additional payments based on the change in an index or rate are recorded as a period expense when incurred. Lease modifications result in remeasurement of the lease liability. |
Nonunion Defined Benefit Pension, Supplemental Benefit, and Postretirement Health Benefit Plans | Supplemental Benefit and Postretirement Health Benefit Plans: active service period of the plan participants and amortizing unrecognized prior service credits over the remaining years of service until full eligibility of the active participants at the time of the plan amendment which created the prior service credit. A corridor approach is not used for determining the amounts of net actuarial losses to be amortized. The Company has not incurred service cost under the SBP since the accrual of benefits under the plan was frozen on December 31, 2009, however, the Company incurs service cost under the postretirement health benefit plan which is reported within operating expenses in the consolidated statements of operations. The other components of net periodic benefit cost (credit) of the SBP (including pension settlement expense) and the postretirement health benefit plan are reported within the other line item of other income (costs). The expense and liability related to the postretirement health benefit plan are measured based upon a number of assumptions and using the services of a third-party actuary. Assumptions are made regarding the discount rate, expected retirement age, mortality, employee turnover, and future increases in health care costs. The discount rates used to discount the SBP and postretirement health benefit plan obligations are determined by matching projected cash distributions with appropriate high-quality corporate bond yields in a yield curve analysis. The assumptions used directly impact the net periodic benefit cost (credit) for a particular year. An actuarial gain or loss results when actual experience varies from the assumptions or when there are changes in actuarial assumptions. Actuarial gains and losses are not included in net periodic benefit cost (credit) in the period when they arise but are recognized as a component of other comprehensive income or loss and subsequently amortized as a component of net periodic benefit cost (credit). The Company uses December 31 as the measurement date for the SBP and postretirement health benefit plan. Plan obligations are also remeasured upon curtailment and upon settlement. Benefit distributions under the SBP individually exceed the annual interest cost of the plan, which triggers settlement accounting. The Company records the related settlement expense when the amount of the benefit to be distributed is fixed, which is generally upon an employee’s termination of employment. There was no pension settlement expense incurred for the SBP in 2023, 2022, or 2021. |
Revenue Recognition | Revenue Recognition: Asset-Based Segment Asset-Based segment revenues consist primarily of less-than-truckload freight delivery. Performance obligations are satisfied upon final delivery of the freight to the specified destination. Revenue is recognized based on the relative transit time in each reporting period with expenses recognized as incurred. A bill-by-bill analysis is used to establish estimates of revenue in transit for recognition in the appropriate period. Because the bill-by-bill methodology utilizes the approximate location of the shipment in the delivery process to determine the revenue to recognize, management believes it to be a reliable method. Certain contracts may provide for volume-based or other discounts which are accounted for as variable consideration. The Company estimates these amounts based on a historical expectation of discounts to be earned by customers, and revenue is recognized based on the estimates. Management believes that actual amounts will not vary significantly from estimates of variable consideration. Revenue, purchased transportation expense, and third-party service expenses are reported on a gross basis for certain shipments and services where the Company utilizes a third-party carrier for pickup, linehaul, delivery of freight, or performance of services but remains primarily responsible for fulfilling delivery to the customer and maintains discretion in setting the price for the services. Asset-Light Segment Asset-Light segment revenues consist primarily of asset-light logistics services using third-party vendors to provide transportation services. Asset-Light segment revenue is generally recognized based on the relative transit time in each reporting period using estimated standard delivery times for freight in transit at the end of the reporting period. Purchased transportation expense is recognized as incurred consistent with the recognition of revenue. Revenue and purchased transportation expense are reported on a gross basis for shipments and services where the Company utilizes a third-party carrier for pickup and delivery but remains primarily responsible to the customer for delivery and maintains discretion in setting the price for the service. Other Recognition and Disclosure Payment terms with customers may vary depending on the service provided, location or specific agreement with the customer. The term between invoicing and when payment is due is not significant. For certain services, payment is required before the services are provided to the customer. The Company expenses sales commissions when incurred because the amortization period is one year or less. The Company has elected not to disclose the value of unsatisfied performance obligations for contracts with an original length of one year or less or contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed. |
Comprehensive Income or Loss | Comprehensive Income or Loss: |
Accelerated Share Repurchase | Accelerated Share Repurchase: |
Earnings Per Share | Earnings Per Share: |
Share-Based Compensation | Share-Based Compensation: Share-based awards are amortized to compensation expense on a straight-line basis over the vesting period of awards or over the period to which the recipient first becomes eligible for retirement, whichever is shorter, with vesting accelerated upon death or disability. The Company recognizes forfeitures as they occur, and the income tax effects of awards are recognized in the statement of operations when awards vest or are settled. |
Fair Value Measurements | Fair Value Measurements: ● Level 1 – Quoted prices for identical assets and liabilities in active markets. ● Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 – Unobservable inputs (Company’s market assumptions) that are significant to the valuation model. |
Environmental Matters | Environmental Matters: |
Exit or Disposal Activities | Exit or Disposal Activities: |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not Yet Adopted Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting Improvements to Reportable Segment Disclosures ASC Topic 740 , Income Taxes, Improvements to Income Tax Disclosures |
FINANCIAL INSTRUMENTS AND FAI_2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | |
Schedule components of cash and cash equivalents, short term investments, and restricted funds | December 31 December 31 2023 2022 (in thousands) Cash and cash equivalents Cash deposits (1) $ 168,472 $ 137,247 Variable rate demand notes (1)(2) — 9,285 Money market funds (3) 93,754 11,732 Total cash and cash equivalents $ 262,226 $ 158,264 Short-term investments Certificates of deposit (1) $ 67,842 $ 88,851 U.S. Treasury securities (4) — 78,811 Total short-term investments $ 67,842 $ 167,662 (1) Recorded at cost plus accrued interest, which approximates fair value. (2) Amounts may be redeemed on a daily basis with the original issuer. (3) Recorded at fair value as determined by quoted market prices (see amounts presented in the table of financial assets and liabilities measured at fair value within this Note). (4) Recorded at amortized cost plus accrued interest, which approximates fair value. U.S. Treasury securities included in short-term investments are held-to-maturity investments with maturity dates of less than one year. |
Schedule of fair value and carrying value disclosures of financial instruments | 2023 2022 (in thousands) Carrying Fair Carrying Fair Value Value Value Value Credit Facility (1) $ 50,000 $ 50,000 $ 50,000 $ 50,000 Notes payable (2) 178,938 177,149 214,623 207,778 New England Pension Fund withdrawal liability (3) 19,402 18,220 20,100 18,911 $ 248,340 $ 245,369 $ 284,723 $ 276,689 (1) The revolving credit facility (the “Credit Facility”) carries a variable interest rate based on Secured Overnight Financing Rate (“SOFR”), plus a margin, priced at market for debt instruments having similar terms and collateral requirements (Level 2 of the fair value hierarchy). (2) Fair value of the notes payable was determined using a present value income approach based on quoted interest rates from lending institutions with which the Company would enter into similar transactions (Level 2 of the fair value hierarchy). (3) ABF Freight’s multiemployer pension plan obligation with the New England Teamsters and Trucking Industry Pension Fund (the “New England Pension Fund”) was restructured under a transition agreement effective on August 1, 2018, which resulted in a related withdrawal liability. The fair value of the outstanding withdrawal liability is equal to the present value of the future withdrawal liability payments, discounted at an interest rate of 5.3% at both December 31, 2023 and 2022, determined using the 20-year U.S. Treasury rate plus a spread (Level 2 of the fair value hierarchy). As of December 31, 2023, the outstanding withdrawal liability totaled $19.4 million, of which $0.7 million was recorded in accrued expenses and the remaining portion was recorded in other long-term liabilities. |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | December 31, 2023 Fair Value Measurements Using Quoted Prices Significant Significant In Active Observable Unobservable Markets Inputs Inputs Total (Level 1) (Level 2) (Level 3) (in thousands) Assets: Money market funds (1) $ 93,754 $ 93,754 $ — $ — Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan (2) 4,627 4,627 — — Interest rate swap (3) 1,710 — 1,710 — $ 100,091 $ 98,381 $ 1,710 $ — Liabilities: Contingent consideration (4) 92,900 — — 92,900 $ 92,900 $ — $ — $ 92,900 December 31, 2022 Fair Value Measurements Using Quoted Prices Significant Significant In Active Observable Unobservable Markets Inputs Inputs Total (Level 1) (Level 2) (Level 3) (in thousands) Assets: Money market funds (1) $ 11,732 $ 11,732 $ — $ — Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan (2) 3,982 3,982 — — Interest rate swap (3) 3,526 — 3,526 — $ 19,240 $ 15,714 $ 3,526 $ — Liabilities: Contingent consideration (4) 112,000 — — 112,000 $ 112,000 $ — $ — $ 112,000 (1) Included in cash and cash equivalents. (2) Nonqualified deferred compensation plan investments consist of U.S. and international equity mutual funds, government and corporate bond mutual funds, and money market funds which are held in a trust with a third-party brokerage firm. Included in other long-term assets, with a corresponding liability reported within other long-term liabilities. (3) Included in other long-term assets. The fair value of the interest rate swap was determined by discounting future cash flows and receipts based on expected interest rates observed in market interest rate curves adjusted for estimated credit valuation considerations reflecting nonperformance risk of the Company and the counterparty, which are generally considered to be in Level 3 of the fair value hierarchy. However, the Company assessed Level 3 inputs as insignificant to the valuation at December 31, 2023 and 2022 and considers the interest rate swap valuation in Level 2 of the fair value hierarchy. (4) Included as a long-term liability, based on the December 31, 2023 remeasurement as the 2023 target was not achieved. As part of the Agreement and Plan of Merger (the “Merger Agreement”) of MoLo, executed on November 1, 2021, certain additional cash consideration is required to be paid by the Company based on the achievement of certain incremental targets of adjusted EBITDA for each of the years ended December 31, 2023, 2024, and 2025 (see Note E). The estimated fair value of contingent consideration is determined by assessing Level 3 inputs. The Level 3 assessments utilize a Monte Carlo simulation with inputs including scenarios of estimated revenues and adjusted EBITDA to be achieved for the applicable performance periods, volatility factors applied to the simulations, and the discount rate applied, which was 13.3% and 14.0% as of December 2023 and 2022, respectively. Changes in the significant unobservable inputs might result in a significantly higher or lower fair value at the reporting date. The decrease in fair value of contingent earnout consideration as of December 31, 2023, compared to December 31, 2022, reflects revised assumptions for business growth in 2024 and 2025, as well as the impact of softer market conditions during 2023, despite a lower discount rate at the December 31, 2023 remeasurement date. |
Schedule of changes in fair value of liabilities measured at fair value using inputs categorized in Level 3 | Contingent Consideration (in thousands) Balance at December 31, 2022 $ 112,000 Change in fair value included in operating income (19,100) Balance at December 31, 2023 $ 92,900 |
Schedule of assets measured at fair value on a nonrecurring basis | The following table provides the change in fair value of equity investments on a nonrecurring basis using inputs categorized in Level 3 of the fair value hierarchy: Equity Investment (1) (in thousands) Balance at December 31, 2022 $ 25,000 Change in fair value included in operating income 3,739 Balance at December 31, 2023 $ 28,739 (1) Represents the Company’s equity investment in Phantom Auto, a provider of human-centered remote operation software. The equity investment is accounted for as a nonmarketable equity security without a readily determinable value using the measurement alternative, which allows for the investment to be recorded at cost, less any impairment and adjusted for observable price changes in orderly transactions for an identical or similar equity security of the same issuer. The $3.7 million increase in fair value of the Company’s equity investment was measured as of April 26, 2023, based on an observable price change upon the closing of Phantom Auto’s Series B-2 funding round. The fair value of the investment was estimated using a hybrid method of the Black-Scholes option pricing model and the probability-weighted expected return method. This method produces a per-share value based on a probability-weighted scenario analysis. The scenarios reflect changes to the liquidation preferences based on the potential liquidity event. The Black-Scholes option pricing model used various inputs, including expected volatility, expected term to liquidity, risk-free rate over the expected term, breakpoints values, and liquidation preferences. The following table provides the changes in the long-lived assets measured on a nonrecurring basis for which impairment charges were recognized during the year ended December 31, 2023. The fair value measurements used inputs categorized in Level 3 of the fair value hierarchy. Lease Carrying Value Impairment Charges (1) Fair Value (in thousands) Operating right-of-use assets $ 48,417 $ (28,124) $ 20,293 Leasehold improvements 3,874 (2,038) 1,836 $ 52,291 $ (30,162) $ 22,129 (1) During the third quarter of 2023, the Company recorded impairment charges of $30.2 million related to operating right-of-use assets and leasehold improvements associated with a freight handling pilot facility, a service center, and office spaces that were made available for sublease. The fair value of these asset groups was estimated at September 1, 2023, using a discounted cash flow method utilizing market-participant discount rates ranging from 7.5% to 9.5% and certain unobservable inputs, including estimated cash flows based on anticipated future sublease terms as determined using third-party real estate broker quotes. See Note H for additional discussion related to these impairment charges. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
FleetNet | Discontinued Operations, Disposed of by Sale | |
Discontinued Operations | |
Schedules of Discontinued Operations - Financial information, Assets and liabilities and Cash flows | The following table summarizes the financial results from discontinued operations: Year Ended December 31 2023 2022 2021 (in thousands) Revenues $ 55,929 $ 295,043 $ 213,882 Operating expenses Gain on sale of business (1) (70,201) — — Other 54,623 290,300 209,874 (15,578) 290,300 209,874 Operating income 71,507 4,743 4,008 Other income, net (2) 17 109 59 Income from discontinued operations before income taxes 71,524 4,852 4,067 Income tax provision 18,255 1,291 1,005 Income from discontinued operations, net of tax $ 53,269 $ 3,561 $ 3,062 (1) The gain recognized during the year ended December 31, 2023 includes post-closing adjustments, including the resolution of certain post-close contingencies in the second quarter of 2023. The total pre-tax gain of $70.2 million includes transaction costs of $3.8 million consisting of consulting fees, professional fees, and employee-related expenses. (2) Includes interest income, net of interest expense, of which the amounts are immaterial for all periods presented. The following table summarizes the assets and liabilities from discontinued operations: December 31, 2022 (in thousands) Cash and cash equivalents $ 108 Accounts receivable, net 63,022 Other current assets 1,606 Total current assets of discontinued operations $ 64,736 Property, plant and equipment, net 10,350 Goodwill 630 Intangible assets, net 63 Other long-term assets 54 Total long-term assets of discontinued operations $ 11,097 Accounts payable 47,687 Income taxes payable 613 Accrued expenses 3,365 Total current liabilities of discontinued operations $ 51,665 Deferred tax liability 781 Total long-term liabilities of discontinued operations $ 781 Cash flows from discontinued operations of FleetNet were as follows: Year Ended December 31 2023 2022 (in thousands) Net cash provided by operating activities (1) $ 762 $ 2,825 Net cash used in investing activities (2) (397) (3,329) Net cash provided by (used in) financing activities (473) 560 Net increase (decrease) in cash and cash equivalents $ (108) $ 56 (1) Includes depreciation and amortization expense of $0.4 million and $1.9 million for the years ended December 31, 2023 and 2022, respectively. Also includes share-based compensation expense for the year ended December 31, 2023 of $0.3 million, which is included in the “Pre-tax gain on sale of discontinued operations” line of the consolidated statements of cash flows. (2) Includes purchases of property, plant and equipment of $0.1 million and $1.4 million for the years ended December 31, 2023 and 2022, respectively. Excludes the proceeds from the sale of discontinued operations, which are included in cash flows from continuing operations. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
GOODWILL AND INTANGIBLE ASSETS | |
Schedule of goodwill by reportable operating segment | Goodwill (in thousands) Balances at December 31, 2021 $ 299,708 Purchase accounting adjustments (1) 5,045 Balances at December 31, 2023 and 2022 $ 304,753 Accumulated impairment at December 31, 2023 and 2022 $ (20,000) (1) Measurement period purchase accounting adjustments represent adjustments to the acquired balance of working capital and goodwill related to the November 1, 2021 acquisition of MoLo. |
Schedule of intangible assets | December 31, 2023 December 31, 2022 Weighted-Average Accumulated Net Accumulated Net Amortization Period Cost Amortization Value Cost Amortization Value (in years) (in thousands) (in thousands) Finite-lived intangible assets Customer relationships 12 $ 99,579 $ 51,357 $ 48,222 $ 99,579 $ 42,933 $ 56,646 Other 8 30,151 9,523 20,628 29,914 5,127 24,787 11 129,730 60,880 68,850 129,493 48,060 81,433 Indefinite-lived intangible asset Trade name N/A 32,300 N/A 32,300 32,300 N/A 32,300 Total intangible assets N/A $ 162,030 $ 60,880 $ 101,150 $ 161,793 $ 48,060 $ 113,733 |
Schedule of future amortization for intangible assets | Amortization of Intangible Assets (in thousands) 2024 $ 12,790 2025 12,790 2026 8,683 2027 7,258 2028 7,259 Thereafter 20,070 Total amortization $ 68,850 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
INCOME TAXES | |
Schedule of significant components of the provision or benefit for income taxes | Significant components of the provision or benefit for income taxes for the years ended December 31 were as follows: 2023 2022 2021 (in thousands) Current provision on continuing operations: Federal $ 38,860 $ 79,477 $ 55,684 State 10,949 19,713 14,229 Foreign 508 869 341 50,317 100,059 70,254 Deferred benefit on continuing operations: Federal (4,882) (5,591) (6,119) State (682) (793) (1,570) Foreign (2) (20) 63 (5,566) (6,404) (7,626) Total provision for income taxes on continuing operations $ 44,751 $ 93,655 $ 62,628 Current provision on discontinued operations: Federal $ 14,656 $ 901 $ 767 State 3,599 236 201 18,255 1,137 968 Deferred provision on discontinued operations: Federal — 114 21 State — 40 16 — 154 37 Total provision for income taxes on discontinued operations $ 18,255 $ 1,291 $ 1,005 Total provision for income taxes $ 63,006 $ 94,946 $ 63,633 |
Schedule of components of the deferred tax benefit on continuing operations | 2023 2022 2021 (in thousands) Amortization, depreciation, and basis differences for property, plant and equipment and other long-lived assets (1) $ 1,744 $ 4,274 $ 1,409 Amortization of intangibles 6,127 (2,995) (555) Changes in reserves for workers’ compensation, third-party casualty, and cargo claims (4,975) (3,713) (3,296) Revenue recognition (50) 6 (1,434) Allowance for credit losses 1,094 (388) 170 Nonunion pension and other retirement plans (3) (4) (3) Multiemployer pension fund withdrawal 180 172 164 Federal and state net operating loss carryforwards utilized (generated) (758) 899 (300) State depreciation adjustments (456) (915) 598 Share-based compensation 531 737 (949) Valuation allowance increase (decrease) 44 (489) 912 Other accrued expenses (2,143) (3,069) (4,056) Prepaid expenses 313 (18) (788) Operating lease right-of-use assets/liabilities – net (8,065) (651) (228) Other 851 (250) 730 Deferred tax benefit $ (5,566) $ (6,404) $ (7,626) (1) The Tax Cuts and Jobs Act , enacted in December 2017, allowed first year bonus depreciation at 100% for assets placed into service between September 27, 2017 and January 1, 2023. Due to an increase in the purchase of assets eligible for 100% depreciation, the deferred tax expense related to the tax depreciation expense in excess of book depreciation increased in 2022, compared to 2021. |
Schedule of significant components of deferred tax assets and liabilities of continuing operations | Significant components of the deferred tax assets and liabilities of continuing operations at December 31 were as follows: 2023 2022 (in thousands) Deferred tax assets: Accrued expenses $ 60,842 $ 53,785 Operating lease right-of-use liabilities 53,589 46,056 Supplemental pension liabilities 85 81 Multiemployer pension fund withdrawal 4,871 5,063 Postretirement liabilities other than pensions 3,389 3,137 Share-based compensation 5,249 5,622 Federal and state net operating loss carryovers 1,511 753 Receivable allowances 1,951 2,967 Other 709 417 Total deferred tax assets 132,196 117,881 Valuation allowance (1,751) (1,707) Total deferred tax assets, net of valuation allowance 130,445 116,174 Deferred tax liabilities: Amortization, depreciation, and basis differences for property, plant and equipment, and other long-lived assets 118,211 116,290 Operating lease right-of-use assets 43,938 44,170 Intangibles 10,256 4,442 Prepaid expenses 5,685 5,424 Total deferred tax liabilities 178,090 170,326 Net deferred tax liabilities $ (47,645) $ (54,152) |
Reconciliation between the effective income tax rate, as computed on income from continuing operations before income taxes, and the statutory federal income tax rate | 2023 2022 2021 (in thousands, except percentages) Income tax provision at the statutory federal rate of 21.0% $ 39,252 $ 81,544 $ 57,348 Federal income tax effects of: State income taxes (2,156) (3,973) (2,658) Nondeductible expenses 4,040 5,606 3,596 Life insurance proceeds and changes in cash surrender value (962) 575 (866) Alternative fuel credit (1,302) (2,449) — Net increase (decrease) in valuation allowances 44 (464) 887 Net increase in uncertain tax positions — — 854 Settlement of share-based compensation (3,989) (6,693) (6,021) Foreign tax credits generated (506) (849) (404) Federal research and development tax credits (75) 278 (2,044) Other (368) 311 (1,127) Federal income tax provision 33,978 73,886 49,565 State income tax provision 10,267 18,920 12,659 Foreign income tax provision 506 849 404 Total provision for income taxes $ 44,751 $ 93,655 $ 62,628 Effective tax rate 23.9 % 24.1 % 22.9 % |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
LEASES | |
Schedule of components of lease expense | Year Ended December 31 2023 2022 2021 (in thousands) Operating lease expense $ 38,794 $ 31,790 $ 26,552 Variable lease expense 6,804 4,188 4,128 Sublease income (246) (391) (626) Total operating lease expense (1) $ 45,352 $ 35,587 $ 30,054 (1) Operating lease expense excludes short-term leases with a term of 12 months or less. |
Schedule of operating cash flows from operating lease activity | Year Ended December 31 2023 2022 2021 (in thousands) Noncash change in operating right-of-use assets $ 33,470 $ 27,465 $ 24,023 Change in operating lease liabilities (30,550) (24,513) (23,400) Operating right-of-use-assets and lease liabilities, net $ 2,920 $ 2,952 $ 623 Cash paid for amounts included in the measurement of operating lease liabilities $ (35,759) $ (28,830) $ (25,909) |
Schedule of supplemental balance sheet information related to lease liabilities | December 31, 2023 (in thousands, except lease term and discount rate) Land and Equipment Total Structures and Others Operating right-of-use assets (long-term) $ 169,999 $ 169,663 $ 336 Operating lease liabilities (current) $ 32,172 $ 31,865 $ 307 Operating lease liabilities (long-term) 176,621 176,598 23 Total operating lease liabilities $ 208,793 $ 208,463 $ 330 Weighted-average remaining lease term (in years) 7.4 Weighted-average discount rate 4.29% December 31, 2022 (in thousands, except lease term and discount rate) Land and Equipment Total Structures and Others Operating right-of-use assets (long-term) $ 166,515 $ 165,822 $ 693 Operating lease liabilities (current) $ 26,225 $ 25,824 $ 401 Operating lease liabilities (long-term) 147,828 147,534 294 Total operating lease liabilities $ 174,053 $ 173,358 $ 695 Weighted-average remaining lease term (in years) 7.6 Weighted-average discount rate 3.58% |
Schedule of maturities of operating lease liabilities | Equipment Land and and Total Structures (1) Other (in thousands) 2024 $ 40,218 $ 39,905 $ 313 2025 36,458 36,435 23 2026 33,187 33,187 — 2027 27,071 27,071 — 2028 24,033 24,033 — Thereafter 86,011 86,011 — Total lease payments 246,978 246,642 336 Less imputed interest (38,185) (38,179) (6) Total $ 208,793 $ 208,463 $ 330 (1) Excludes future minimum lease payments for leases which were executed but had not yet commenced as of December 31, 2023, of $28.8 million which will be paid over approximately 10 years . |
LONG-TERM DEBT AND FINANCING _2
LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
LONG-TERM DEBT AND FINANCING ARRANGEMENTS | |
Schedule of long-term debt | December 31 December 31 2023 2022 (in thousands) Credit Facility (interest rate of 6.6% (1) $ 50,000 $ 50,000 Notes payable (weighted-average interest rate of 3.8% at December 31, 2023) 178,938 214,623 228,938 264,623 Less current portion 66,948 66,252 Long-term debt, less current portion $ 161,990 $ 198,371 (1) The interest rate swap mitigates interest rate risk by effectively converting the $50.0 million of borrowings under the Credit Facility from variable-rate interest to fixed-rate interest with a per annum rate of 1.55% based on the margin of the Credit Facility as of December 31, 2023 and 2022, respectively. |
Scheduled maturities of long-term debt obligations | Scheduled maturities of long term debt obligations as of December 31, 2023 were as follows: Credit Notes Total Facility (1) Payable (in thousands) 2024 $ 75,800 $ 3,021 $ 72,779 2025 53,388 2,353 51,035 2026 41,476 2,211 39,265 2027 74,972 51,688 23,284 2028 5,520 — 5,520 Total payments 251,156 59,273 191,883 Less amounts representing interest 22,218 9,273 12,945 Long-term debt $ 228,938 $ 50,000 $ 178,938 (1) The future interest payments included in the scheduled maturities due are calculated using variable interest rates based on the SOFR swap curve, plus the anticipated applicable margin, exclusive of payments on the interest rate swap. |
Schedule of assets securing notes payable | Assets securing notes payable at December 31 were included in property, plant and equipment as follows: 2023 2022 (in thousands) Revenue equipment $ 300,922 $ 294,700 Service, office, and other equipment 38,138 41,522 Total assets securing notes payable 339,060 336,222 Less accumulated depreciation (1) 135,305 119,244 Net assets securing notes payable $ 203,755 $ 216,978 (1) Depreciation of assets securing notes payable is included in depreciation expense . |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
ACCRUED EXPENSES. | |
Schedule of accrued expenses | December 31 2023 2022 (in thousands) Workers’ compensation, third-party casualty, and loss and damage claims reserves $ 189,948 $ 133,122 Accrued vacation pay 63,183 58,875 Accrued compensation, including retirement benefits 87,851 119,836 Taxes other than income 10,743 11,375 Other 26,304 15,249 Total accrued expenses $ 378,029 $ 338,457 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
POSTRETIREMENT BENEFIT PLANS | |
Schedule of changes in benefit obligations and plan assets and disclosure of funded status and accumulated benefit obligation of nonunion defined benefit plans | Supplemental Postretirement Benefit Plan Health Benefit Plan 2023 2022 2023 2022 (in thousands) Change in benefit obligations Benefit obligations, beginning of year $ 338 $ 381 $ 12,534 $ 16,992 Service cost — — 78 156 Interest cost 16 7 599 441 Actuarial (gain) loss (1) 4 (50) 1,137 (4,392) Benefits paid — — (680) (663) Benefit obligations, end of year 358 338 13,668 12,534 Change in plan assets Fair value of plan asset, beginning of year — — — — Employer contributions — — 680 663 Benefits paid — — (680) (663) Fair value of plan assets, end of year — — — — Funded status at period end $ (358) $ (338) $ (13,668) $ (12,534) Accumulated benefit obligation $ 358 $ 338 $ 13,668 $ 12,534 (1) The actuarial losses on the SBP and postretirement health benefit plan for 2023 were primarily related to decreases in the discount rates used to remeasure the plans’ obligations at December 31, 2023 versus the prior year, and the actuarial gains for 2022 were primarily related to increases in the discount rates used in the remeasurement at December 31, 2022. |
Schedule of amounts recognized in the consolidated balance sheets related to nonunion defined benefit plans | Supplemental Postretirement Benefit Plan Health Benefit Plan 2023 2022 2023 2022 Current portion of pension and postretirement liabilities $ — $ — $ (707) $ (676) Pension and postretirement liabilities, less current portion (358) (338) (12,961) (11,858) Liabilities recognized $ (358) $ (338) $ (13,668) $ (12,534) |
Summary of the components of net periodic benefit cost (credit) | Supplemental Postretirement Benefit Plan Health Benefit Plan 2023 2022 2021 2023 2022 2021 (in thousands) Service cost $ — $ — $ — $ 78 $ 156 $ 192 Interest cost 16 7 4 599 441 427 Amortization of net actuarial (gain) loss (1) (4) 8 9 (1,326) (765) (548) Net periodic benefit cost (credit) $ 12 $ 15 $ 13 $ (649) $ (168) $ 71 (1) The Company amortizes actuarial gains and losses over the average remaining active service period of the plan participants and does not use a corridor approach. |
Pre-tax amounts included in accumulated other comprehensive loss that have not yet been recognized in net periodic benefit cost | Supplemental Postretirement Benefit Plan Health Benefit Plan 2023 2022 2023 2022 Unrecognized net actuarial gain $ (9) $ (18) $ (6,806) $ (9,269) |
Weighted-average assumptions used to determine benefit obligations and net periodic benefit cost for nonunion defined benefit plans | Supplemental Postretirement Benefit Plan Health Benefit Plan 2023 2022 2023 2022 Discount rate 4.3 % 4.6 % 4.8 % 5.0 % Supplemental Postretirement Benefit Plan Health Benefit Plan 2023 2022 2021 2023 2022 2021 Discount rate 4.6 % 1.8 % 1.1 % 5.0 % 2.7 % 2.3 % |
Schedule of the assumed health care cost trend rates for the postretirement health benefit plan | 2023 2022 Health care cost trend rate assumed for next year (1) 7.0 % 7.0 % Rate to which the cost trend rate is assumed to decline 4.5 % 4.5 % Year that the rate reaches the cost trend assumed rate 2035 2034 (1) At each December 31 measurement date, health care cost rates for the following year are based on known premiums for the fully insured postretirement health benefit plan. Therefore, the first year of assumed health care cost trend rates presented as of December 31, 2023 and 2022 are for 2025 and 2024, respectively. |
Schedule of estimated future benefit payments for nonunion defined benefit plans | Supplemental Postretirement Benefit Health Plan Benefit Plan 2024 $ — $ 707 2025 $ — $ 744 2026 $ — $ 747 2027 $ — $ 754 2028 $ 424 $ 761 2029-2033 $ — $ 3,836 |
Schedule of multiemployer pension funds and key participation information | Pension FIP/RP Protection Act Status Contributions (d) EIN/Pension Zone Status (b) Pending/ (in thousands) Surcharge Legal Name of Plan Plan Number (a) 2023 2022 Implemented (c) 2023 2022 2021 Imposed (e) Central States, Southeast and Southwest Areas Pension Plan (1)(2) 36-6044243 Critical Critical and Declining Implemented (3) $ 77,708 $ 75,306 $ 71,045 No Western Conference of Teamsters Pension Plan (4) 91-6145047 Green Green No 29,540 28,051 25,861 No Central Pennsylvania Teamsters Defined Benefit Plan (1)(4) 23-6262789 Green Green No 15,540 14,421 13,931 No I. B. of T. Union Local No. 710 Pension Fund (5)(6) 36-2377656 Green (7) Green (7) No 10,676 9,838 9,553 No New England Teamsters Pension Fund (8)(9) 04-6372430 Critical and Declining (10) Critical and Declining (10) Implemented (11) 4,636 4,449 4,357 No All other plans in the aggregate 24,384 22,493 22,146 Total multiemployer pension contributions paid (12) $ 162,484 $ 154,558 $ 146,893 Table Heading Definitions (a) The “EIN/Pension Plan Number” column provides the Federal Employer Identification Number (“EIN”) and the three-digit plan number, if applicable. (b) Unless otherwise noted, the most recent PPA zone status available in 2023 and 2022 is for the plan’s year-end status at December 31, 2022 and 2021, respectively, and prior to financial assistance from the Pension Relief Act. The zone status is based on information received from the plan and was certified by the plan’s actuary. Green zone funds are those that are in neither endangered, critical, or critical and declining status and generally have a funded percentage of at least 80% . (c) The “FIP/RP Status Pending/Implemented” column indicates if a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”), if applicable, is pending or has been implemented. (d) Amounts reflect contributions made in the respective year and differ from amounts expensed during the year. (e) The surcharge column indicates if a surcharge was paid by ABF Freight to the plan. Table Footnotes (1) ABF Freight System, Inc. was listed by the plan as providing more than 5% of the total contributions to the plan for the plan years ended December 31, 2022 and 2021. (2) Information for this fund was obtained from the 2022 annual funding notice, other notices received from the plan such as the 2023 notice of critical status, and the Form 5500 filed for the plan years ended December 31, 2022 and 2021. (3) Adopted a rehabilitation plan effective March 25, 2008 as updated. Utilized amortization extension granted by the IRS effective December 31, 2003. (4) Information for this fund was obtained from the annual funding notice, other notices received from the plan, and the Form 5500 filed for the plan years ended December 31, 2022 and 2021. (5) The Company was listed by the plan as providing more than 5% of the total contributions to the plan for the plan year ended January 31, 2023. (6) Information for this fund was obtained from the annual funding notice, other notices received from the plan, and the Form 5500 filed for the plan years ended January 31, 2023 and 2022. (7) PPA zone status relates to plan years February 1, 2022 – January 31, 2023 and February 1, 2021 – January 31, 2022. (8) Contributions include $1.6 million each year for 2023, 2022, and 2021, related to the multiemployer pension fund withdrawal liability. ABF Freight’s multiemployer pension plan obligation with the New England Teamsters and Trucking Industry Pension Fund was restructured under a transition agreement effective on August 1, 2018, which triggered a withdrawal liability settlement to satisfy ABF Freight’s existing potential withdrawal liability obligation to the fund. ABF Freight recognized a one-time charge of $37.9 million (pre-tax) to record the withdrawal liability in second quarter 2018; partially settled the withdrawal liability through the initial lump sum cash payment of $15.1 million made in third quarter 2018; and will settle the remainder with monthly payments over a remaining period of 18 years . (9) Information for this fund was obtained from the annual funding notice, other notices received from the plan, and the Form 5500 filed for the plan years ended September 30, 2022 and 2021. (10) PPA zone status relates to plan years October 1, 2022 – September 30, 2023 and October 1, 2021 – September 30, 2022. (11) Adopted a rehabilitation plan effective January 1, 2009. The plan has been subsequently reviewed and restated effective January 1, 2023. (12) Contribution levels can be impacted by several factors such as changes in business levels and the related time worked by contractual employees, contractual rate increases for pension benefits, and the specific funding structure, which differs among funds. The current and prior collective bargaining agreements and the related supplemental agreements provided for contributions to multiemployer pension plans to be frozen at the current rates for each fund, although certain funds have imposed contribution increases under their rehabilitation or funding improvement plans. The year-over-year changes in multiemployer pension plan contributions presented above were influenced by changes in Asset-Based shipment levels. |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
STOCKHOLDERS' EQUITY | |
Components of accumulated other comprehensive income | 2023 2022 2021 (in thousands) Pre-tax amounts: Unrecognized net periodic benefit credit $ 6,816 $ 9,287 $ 5,602 Interest rate swap 1,710 3,526 419 Foreign currency translation (2,709) (3,247) (1,044) Total $ 5,817 $ 9,566 $ 4,977 After-tax amounts: Unrecognized net periodic benefit credit $ 5,061 $ 6,896 $ 4,160 Interest rate swap 1,263 2,604 309 Foreign currency translation (2,000) (2,397) (770) Total $ 4,324 $ 7,103 $ 3,699 |
Summary of changes in accumulated other comprehensive income, net of tax, by component | Unrecognized Interest Foreign Net Periodic Rate Currency Total Benefit Credit Swap Translation (in thousands) Balances at December 31, 2021 $ 3,699 $ 4,160 $ 309 $ (770) Other comprehensive income (loss) before reclassifications 3,966 3,298 2,295 (1,627) Amounts reclassified from accumulated other comprehensive income (562) (562) — — Net current-period other comprehensive income (loss) 3,404 2,736 2,295 (1,627) Balances at December 31, 2022 $ 7,103 $ 6,896 $ 2,604 $ (2,397) Other comprehensive income (loss) before reclassifications (1,791) (847) (1,341) 397 Amounts reclassified from accumulated other comprehensive income (988) (988) — — Net current-period other comprehensive income (loss) (2,779) (1,835) (1,341) 397 Balances at December 31, 2023 $ 4,324 $ 5,061 $ 1,263 $ (2,000) |
Summary of the significant reclassifications out of accumulated other comprehensive income (loss) by component | Unrecognized Net Periodic Benefit Credit 2023 2022 (in thousands) Amortization of net actuarial gain, pre-tax (1) $ 1,330 $ 757 Tax expense (342) (195) Total, net of tax $ 988 $ 562 (1) Included in the computation of net periodic benefit credit of the Company’s supplemental benefit plan (“SBP”) and postretirement health benefit plan (see Note K). |
Summary of dividends declared | 2023 2022 Per Share Amount Per Share Amount (in thousands, except per share data) First quarter $ 0.12 $ 2,915 $ 0.08 $ 1,978 Second quarter $ 0.12 $ 2,894 $ 0.12 $ 2,949 Third quarter $ 0.12 $ 2,887 $ 0.12 $ 2,965 Fourth quarter $ 0.12 $ 2,846 $ 0.12 $ 2,938 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
SHARE-BASED COMPENSATION | |
Summary of the Company's restricted stock unit award program | Weighted-Average Grant Date Units Fair Value Outstanding – January 1, 2023 1,023,251 $ 38.83 Granted 149,350 $ 86.53 Vested (381,724) $ 36.04 Forfeited (1) (65,444) $ 51.97 Outstanding – December 31, 2023 725,433 $ 48.94 (1) Forfeitures are recognized as they occur. |
Schedule of restricted stock units granted during the year | The Compensation Committee of the Company’s Board of Directors granted RSUs during the years ended December 31 as follows: k Weighted-Average Grant Date Units Fair Value 2023 149,350 $ 86.53 2022 164,739 $ 78.57 2021 136,295 $ 86.96 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
EARNINGS PER SHARE | |
Schedule of computation of basic and diluted earnings (loss) per share | 2023 2022 2021 (in thousands, except share and per share data) Basic Numerator: Net income from continuing operations $ 142,164 $ 294,648 $ 210,459 Net income from discontinued operations 53,269 3,561 3,062 Net income $ 195,433 $ 298,209 $ 213,521 Denominator: Weighted-average shares 24,018,801 24,585,205 25,471,939 Basic earnings per common share Continuing operations $ 5.92 $ 11.98 $ 8.26 Discontinued operations 2.22 0.14 0.12 Total basic earnings per common share (1) $ 8.14 $ 12.13 $ 8.38 Diluted Numerator: Net income from continuing operations $ 142,164 $ 294,648 $ 210,459 Net income from discontinued operations 53,269 3,561 3,062 Net income $ 195,433 $ 298,209 $ 213,521 Denominator: Weighted-average shares 24,018,801 24,585,205 25,471,939 Effect of dilutive securities 615,816 919,303 1,300,187 Adjusted weighted-average shares and assumed conversions 24,634,617 25,504,508 26,772,126 Diluted earnings per common share Continuing operations $ 5.77 $ 11.55 $ 7.86 Discontinued operations 2.16 0.14 0.11 Total diluted earnings per common share (1) $ 7.93 $ 11.69 $ 7.98 (1) Earnings per common share is calculated in total and may not equal the sum of earnings per common share from continuing operations and discontinued operations due to rounding. |
OPERATING SEGMENT DATA (Tables)
OPERATING SEGMENT DATA (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
OPERATING SEGMENT DATA | |
Schedule of reportable operating segment information from continuing operations | 2023 2022 2021 (in thousands) REVENUES Asset-Based $ 2,871,004 $ 3,010,900 $ 2,573,773 Asset-Light 1,680,645 2,139,272 1,300,626 Other and eliminations (124,206) (121,164) (108,214) Total consolidated revenues $ 4,427,443 $ 5,029,008 $ 3,766,185 OPERATING EXPENSES Asset-Based Salaries, wages, and benefits $ 1,379,756 $ 1,293,487 $ 1,198,253 Fuel, supplies, and expenses 361,355 378,558 266,139 Operating taxes and licenses 55,918 52,290 49,461 Insurance 52,025 47,382 37,800 Communications and utilities 19,288 18,949 18,773 Depreciation and amortization 104,165 97,322 93,799 Rents and purchased transportation 338,575 441,167 364,345 Shared services 279,248 281,698 263,532 (Gain) loss on sale of property and equipment and lease impairment charges (1) 982 (12,468) (8,676) Innovative technology costs (2) 21,711 27,207 27,631 Other 4,829 4,175 2,009 Total Asset-Based 2,617,852 2,629,767 2,313,066 Asset-Light Purchased transportation 1,435,604 1,784,668 1,097,332 Supplies and expenses (3) 12,094 13,955 8,661 Depreciation and amortization (4) 20,370 20,730 11,387 Shared services 194,296 218,133 132,137 Contingent consideration (5) (19,100) 18,300 — Lease impairment charges (6) 14,407 — — Legal settlement (7) 9,500 — — Gain on sale of subsidiary (8) — (402) (6,923) Other (3) 25,745 31,163 11,635 Total Asset-Light 1,692,916 2,086,547 1,254,229 Other and eliminations (55,944) (81,832) (78,088) Total consolidated operating expenses $ 4,254,824 $ 4,634,482 $ 3,489,207 OPERATING INCOME (LOSS) Asset-Based $ 253,152 $ 381,133 $ 260,707 Asset-Light (12,271) 52,725 46,397 Other and eliminations (9) (68,262) (39,332) (30,126) Total consolidated operating income $ 172,619 $ 394,526 $ 276,978 OTHER INCOME (COSTS) Interest and dividend income $ 14,728 $ 3,873 $ 1,226 Interest and other related financing costs (9,094) (7,726) (8,914) Other, net (10) 8,662 (2,370) 3,797 Total other income (costs) 14,296 (6,223) (3,891) INCOME BEFORE INCOME TAXES $ 186,915 $ 388,303 $ 273,087 (1) For 2023, includes a $0.7 million noncash lease-related impairment charge for an Asset-Based service center. For 2022, includes a $4.3 million noncash gain on a like-kind property exchange of a service center, with the remaining gains related primarily to sales of replaced equipment. For 2021, includes an $8.6 million gain on the sale of unutilized service center property. (2) Represents costs associated with the freight handling pilot test program at ABF Freight, for which the decision was made to pause the pilot during third quarter 2023. (3) For 2022 and 2021, amounts have been adjusted from those previously reported to reclass certain facility rent expense between line items within the Asset-Light segment. Adjustments made are not material. (4) Depreciation and amortization includes amortization of intangibles associated with acquired businesses. (5) Represents the change in fair value of the contingent earnout consideration to the MoLo acquisition (see Note C). (6) Represents noncash lease-related impairment charges for certain Asset-Light office spaces that were made available for sublease. (7) Represents estimated expenses to settle a claim related to the classification of certain Asset-Light employees under the Fair Labor Standards Act . (8) Gain recognized relates to the sale of the labor services portion of the Asset-Light segment’s moving business in second quarter 2021, including the contingent amount recognized in second quarter 2022 when the funds were released from escrow. (9) For 2023, “Other and eliminations” includes $15.1 million of noncash lease-related impairment charges for a freight handling pilot facility. (10) Includes the components of net periodic benefit cost (credit) other than service cost related to the Company’s SBP and postretirement plans (see Note K) and proceeds and changes in cash surrender value of life insurance policies. For 2023, includes a $3.7 million fair value increase related to the Company’s equity investment in Phantom Auto, based on an observable price change during second quarter 2023 (see Note C). For the year ended December 31 2023 2022 2021 (in thousands) CAPITAL EXPENDITURES, GROSS Asset-Based (1) $ 207,072 $ 137,117 $ 96,180 Asset-Light 7,587 14,372 9,565 Other and eliminations (2)(3) 37,752 77,720 11,193 $ 252,411 $ 229,209 $ 116,938 For the year ended December 31 2023 2022 2021 (in thousands) DEPRECIATION AND AMORTIZATION EXPENSE (2) Asset-Based $ 104,165 $ 97,322 $ 93,799 Asset-Light (4) 20,370 20,730 11,387 Other and eliminations (2) 20,814 20,107 17,374 $ 145,349 $ 138,159 $ 122,560 (1) Includes assets acquired through notes payable of $33.5 million, $79.0 million, and $59.7 million in 2023, 2022, and 2021, respectively. (2) Other and eliminations includes certain assets held for the benefit of multiple segments, including information systems equipment. For 2022, also includes the purchase of a property for $37.5 million. Depreciation and amortization associated with these assets is allocated to the reporting segments. Depreciation and amortization expense includes amortization of internally developed capitalized software which has not been included in gross capital expenditures presented in the table. (3) Includes assets acquired through notes payable of $3.4 million in 2022. (4) Includes amortization of intangibles of $12.8 million, $12.9 million, and $5.3 million in 2023, 2022, and 2021, respectively. |
Schedule of revenues from customers and intersegment revenues | 2023 2022 2021 (in thousands) Revenues from customers Asset-Based $ 2,749,803 $ 2,896,284 $ 2,470,529 Asset-Light 1,673,399 2,128,394 1,291,679 Other 4,241 4,330 3,977 Total consolidated revenues $ 4,427,443 $ 5,029,008 $ 3,766,185 Intersegment revenues Asset-Based $ 121,201 $ 114,616 $ 103,244 Asset-Light 7,246 10,878 8,947 Other and eliminations (128,447) (125,494) (112,191) Total intersegment revenues $ — $ — $ — Total segment revenues Asset-Based $ 2,871,004 3,010,900 $ 2,573,773 Asset-Light 1,680,645 2,139,272 1,300,626 Other and eliminations (124,206) (121,164) (108,214) Total consolidated revenues $ 4,427,443 $ 5,029,008 $ 3,766,185 |
Schedule of consolidated operating expenses by component | For the year ended December 31 2023 2022 2021 (in thousands) OPERATING EXPENSES Salaries, wages, and benefits $ 1,781,304 $ 1,728,653 $ 1,527,533 Rents, purchased transportation, and other costs of services 1,642,669 2,100,663 1,349,106 Fuel, supplies, and expenses (1) 479,688 488,009 360,657 Depreciation and amortization (2) 145,349 138,159 122,560 Contingent consideration (3) (19,100) 18,300 — Lease impairment charges (4) 30,162 — — Other (1)(5) 194,752 160,698 129,351 $ 4,254,824 $ 4,634,482 $ 3,489,207 (1) For 2022 and 2021, amounts have been adjusted from those previously reported to reclass certain facility rent expense between line items within the Asset-Light segment. Adjustments made are not material. (2) Includes amortization of intangibles assets. (3) Represents the change in fair value of the contingent earnout consideration related to the MoLo acquisition (see Notes C and E). (4) Represents noncash lease-related impairment charges for a freight handling pilot facility, a service center, and office spaces that were made available for sublease. (5) For 2023, includes estimated expenses of $9.5 million to settle a claim related to the classification of certain Asset-Light employees under the Fair Labor Standards Act . For 2022, includes a $12.5 million gain related to the sale of property and equipment within the Asset-Based segment and the sale of replaced equipment and a like-kind exchange of a service center property in the prior year. For 2021, includes a $6.9 million gain related to the sale of a subsidiary within the Asset-Light segment and an $8.6 million gain related to the sale of an unutilized service center property within the Asset-Based segment. For 2023, 2022, and 2021, also includes innovative technology costs of $52.4 million, $40.8 million, and $32.8 million, respectively, associated with the freight handling pilot program at ABF Freight, costs related to the Company’s customer pilot offering of Vaux TM , and initiatives to optimize performance through technological innovation. |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION - Organization (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Organization and description of business | |
Number of reportable operating segments | 2 |
Asset Based | |
Organization and description of business | |
Percentage of the Company's revenues, before other revenues and intercompany eliminations, represented by the Asset-Based segment | 63% |
Asset Based | Unionized employees concentration risk | Number of employees | |
Organization and description of business | |
Percentage of Asset-Based segment employees covered under collective bargaining agreement with the IBT | 82% |
ORGANIZATION AND DESCRIPTION _3
ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION - Discontinued Operations (Details) $ in Millions | Feb. 28, 2023 USD ($) |
FleetNet | Discontinued Operations, Disposed of by Sale | |
Discontinued Operations | |
Aggregate purchase price | $ 100.9 |
ACCOUNTING POLICIES - Concentra
ACCOUNTING POLICIES - Concentration (Details) - Minimum | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | Customer concentration risk | |||
Concentrations | |||
Percentage for concentration of credit risk disclosure | 2% | 2% | 2% |
Accounts receivable | Credit concentration risk | |||
Concentrations | |||
Percentage for concentration of credit risk disclosure | 5% | 5% |
ACCOUNTING POLICIES - Allowance
ACCOUNTING POLICIES - Allowances (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Allowances | ||
Allowance for credit losses on trade accounts receivable | $ 5.5 | $ 9.3 |
Increase in amount of allowance for credit losses | 3.6 | |
Write-offs, net of recoveries | $ 7.4 |
ACCOUNTING POLICIES - Property
ACCOUNTING POLICIES - Property (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment | |||
Lease impairment charges | $ 30,200 | $ 30,162 | |
Other long-term assets | |||
Property, Plant and Equipment | |||
Assets held for sale | $ 1,500 | $ 800 | |
Structures | Minimum | |||
Property, Plant and Equipment | |||
Depreciation/amortization period | 15 years | ||
Structures | Maximum | |||
Property, Plant and Equipment | |||
Depreciation/amortization period | 60 years | ||
Revenue Equipment | Minimum | |||
Property, Plant and Equipment | |||
Depreciation/amortization period | 3 years | ||
Revenue Equipment | Maximum | |||
Property, Plant and Equipment | |||
Depreciation/amortization period | 22 years | ||
Service, office, and other equipment | Minimum | |||
Property, Plant and Equipment | |||
Depreciation/amortization period | 2 years | ||
Service, office, and other equipment | Maximum | |||
Property, Plant and Equipment | |||
Depreciation/amortization period | 16 years | ||
Software | Minimum | |||
Property, Plant and Equipment | |||
Depreciation/amortization period | 2 years | ||
Software | Maximum | |||
Property, Plant and Equipment | |||
Depreciation/amortization period | 7 years |
ACCOUNTING POLICIES - Long Term
ACCOUNTING POLICIES - Long Term Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
ACCOUNTING POLICIES | |||
Change in fair value included in operating income | $ 3,700 | $ 3,739 | |
Carrying value of equity securities without readily determinable fair value | $ 28,700 | $ 25,000 |
ACCOUNTING POLICIES - Book Over
ACCOUNTING POLICIES - Book Overdrafts (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts Payable | ||
Book Overdrafts | ||
Amount of book overdrafts | $ 19.2 | $ 30.3 |
ACCOUNTING POLICIES - Other Rec
ACCOUNTING POLICIES - Other Recognition and Disclosure (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Recognition and Disclosure | |||
Pension settlement expense, pre-tax | $ 0 | $ 0 | $ 0 |
Revenue, Practical Expedient, Incremental Cost of Obtaining Contract | true | ||
Revenue, Practical Expedient, Remaining Performance Obligation | true |
ACCOUNTING POLICIES - Accelerat
ACCOUNTING POLICIES - Accelerated Share Repurchase (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Nov. 02, 2021 | Jan. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity | |||||
Cost of repurchased shares | $ 91,531 | $ 65,002 | $ 83,100 | ||
Accelerated Share Repurchase Agreement ("ASR") | |||||
Equity | |||||
Amount paid in accelerated repurchase | $ 100,000 | ||||
Number of shares repurchased during the period | 709,287 | 214,763 | |||
Cost of repurchased shares | $ 75,000 | ||||
Amount of unsettled forward contract classified within stockholders' equity as additional paid in capital. | $ 25,000 |
ACCOUNTING POLICIES - Share-Bas
ACCOUNTING POLICIES - Share-Based Compensation (Details) - Restricted Stock Units | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employee | ||||||
Share-Based Compensation | ||||||
Vesting period | 3 years | 3 years | 3 years | 4 years | 4 years | 4 years |
Percentage of stock awards vesting each year. | 33.30% | 33.30% | ||||
Nonemployee Director | ||||||
Share-Based Compensation | ||||||
Vesting period | 1 year |
FINANCIAL INSTRUMENTS AND FAI_3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Cash and Cash Equivalents and Short-term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair value disclosure | ||
Cash and cash equivalents | $ 262,226 | $ 158,264 |
Short-term investments | 67,842 | 167,662 |
Concentrations of Credit Risk of Financial Instruments | ||
Cash deposits and short-term investments which were neither FDIC insured nor direct obligations of the U.S. government | 76,300 | 87,600 |
Cash deposits | ||
Fair value disclosure | ||
Cash and cash equivalents | 168,472 | 137,247 |
Variable rate demand notes | ||
Fair value disclosure | ||
Cash and cash equivalents | 9,285 | |
Money market funds | ||
Fair value disclosure | ||
Cash and cash equivalents | 93,754 | 11,732 |
Certificates of deposit | ||
Fair value disclosure | ||
Short-term investments | $ 67,842 | 88,851 |
U.S. Treasury securities | ||
Fair value disclosure | ||
Short-term investments | $ 78,811 |
FINANCIAL INSTRUMENTS AND FAI_4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Financial instruments (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Carrying Value | ||
Fair value disclosure | ||
Financial instruments | $ 248,340 | $ 284,723 |
Fair Value | Level 2 | ||
Fair value disclosure | ||
Financial instruments | 245,369 | 276,689 |
Credit Facility | Carrying Value | ||
Fair value disclosure | ||
Financial instruments | 50,000 | 50,000 |
Credit Facility | Fair Value | Level 2 | ||
Fair value disclosure | ||
Financial instruments | 50,000 | 50,000 |
Notes payable | Carrying Value | ||
Fair value disclosure | ||
Financial instruments | 178,938 | 214,623 |
Notes payable | Fair Value | Level 2 | ||
Fair value disclosure | ||
Financial instruments | 177,149 | 207,778 |
New England Pension Fund withdrawal liability | ||
Fair value disclosure | ||
Outstanding withdrawal liability | 19,400 | |
New England Pension Fund withdrawal liability | Accrued expenses | ||
Fair value disclosure | ||
Outstanding withdrawal liability | 700 | |
New England Pension Fund withdrawal liability | Carrying Value | ||
Fair value disclosure | ||
Financial instruments | 19,402 | 20,100 |
New England Pension Fund withdrawal liability | Fair Value | Level 2 | ||
Fair value disclosure | ||
Financial instruments | $ 18,220 | $ 18,911 |
Measurement input | 0.053 | 0.053 |
Financial Instrument, Measurement Input | Discount Rate | Discount Rate |
FINANCIAL INSTRUMENTS AND FAI_5
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Assets and Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Liabilities: | ||
Contingent consideration, noncurrent | $ 92,900 | $ 112,000 |
Discount Rate | Valuation Technique, Discounted Cash Flow | ||
Liabilities: | ||
Measurement input | 0.133 | 0.140 |
Recurring basis | ||
Assets: | ||
Assets | $ 100,091 | $ 19,240 |
Liabilities: | ||
Contingent consideration, noncurrent | 92,900 | 112,000 |
Liabilities | 92,900 | 112,000 |
Recurring basis | Cash and cash equivalents | ||
Assets: | ||
Money market funds | 93,754 | 11,732 |
Recurring basis | Other long-term assets | ||
Assets: | ||
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan | 4,627 | 3,982 |
Interest rate swap | 1,710 | 3,526 |
Recurring basis | Level 1 | ||
Assets: | ||
Assets | 98,381 | 15,714 |
Recurring basis | Level 1 | Cash and cash equivalents | ||
Assets: | ||
Money market funds | 93,754 | 11,732 |
Recurring basis | Level 1 | Other long-term assets | ||
Assets: | ||
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan | 4,627 | 3,982 |
Recurring basis | Level 2 | ||
Assets: | ||
Assets | 1,710 | 3,526 |
Recurring basis | Level 2 | Other long-term assets | ||
Assets: | ||
Interest rate swap | 1,710 | 3,526 |
Recurring basis | Level 3 | ||
Liabilities: | ||
Contingent consideration, noncurrent | 92,900 | 112,000 |
Liabilities | $ 92,900 | $ 112,000 |
FINANCIAL INSTRUMENTS AND FAI_6
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Changes in Fair Value of Liabilities (Details) - Contingent Consideration $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Changes in fair value | |
Balance at beginning of period | $ 112,000 |
Change in fair value included in operating income | $ (19,100) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income | Operating income |
Balance at end of period | $ 92,900 |
FINANCIAL INSTRUMENTS AND FAI_7
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Assets Measured at Fair Value on a Nonrecurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2023 | |
Fair value measurement | ||
Equity investment, Balance at beginning of period | $ 25,000 | |
Change in fair value included in operating income | $ 3,700 | 3,739 |
Equity investment, Balance at end of period | 28,700 | |
Nonrecurring basis | Level 3 | ||
Fair value measurement | ||
Equity investment, Balance at beginning of period | 25,000 | |
Change in fair value included in operating income | 3,739 | |
Equity investment, Balance at end of period | $ 28,739 |
FINANCIAL INSTRUMENTS AND FAI_8
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Impairment (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 01, 2023 | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Fair value measurement | ||||
Operating right-of-use assets, Lease impairment charges | $ (28,124) | |||
Leasehold improvements, Lease impairment charges | (2,038) | |||
Operating right-of-use assets and Leasehold improvements, Lease impairment charges | $ (30,200) | (30,162) | ||
Nonrecurring basis | ||||
Fair value measurement | ||||
Assets | $ 0 | |||
Carrying Value | Nonrecurring basis | ||||
Fair value measurement | ||||
Operating right-of-use assets | 48,417 | |||
Leasehold improvements | 3,874 | |||
Operating right-of-use assets and Leasehold improvements | 52,291 | |||
Fair Value | Nonrecurring basis | Level 3 | ||||
Fair value measurement | ||||
Operating right-of-use assets | 20,293 | |||
Leasehold improvements | 1,836 | |||
Operating right-of-use assets and Leasehold improvements | $ 22,129 | |||
Operating Right-Of-Use Assets and Leasehold Improvements, Valuation Technique | Valuation Technique, Discounted Cash Flow | |||
Operating Right-Of-Use Assets and Leasehold Improvements, Measurement Input | Discount Rate | |||
Fair Value | Nonrecurring basis | Level 3 | Minimum | ||||
Fair value measurement | ||||
Operating right-of-use assets and Leasehold improvements, Measurement input | 0.075 | |||
Fair Value | Nonrecurring basis | Level 3 | Maximum | ||||
Fair value measurement | ||||
Operating right-of-use assets and Leasehold improvements, Measurement input | 0.095 |
DISCONTINUED OPERATIONS - Finan
DISCONTINUED OPERATIONS - Financial results (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Feb. 28, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses | ||||
(Gain) loss on sale of business | $ (70,201) | |||
Income tax provision (benefit) | 18,255 | $ 1,291 | $ 1,005 | |
Income (loss) from discontinued operations, net of tax | $ 53,269 | 3,561 | 3,062 | |
FleetNet | Discontinued Operations, Disposed of by Sale | ||||
Discontinued Operations | ||||
Aggregate purchase price | $ 100,900 | |||
Gain on sale of discontinued operations, net of tax | 52,300 | |||
Discontinued Operation Gain Loss On Disposal Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag | true | |||
Financial results from discontinued operations | ||||
Revenues | $ 55,929 | |||
Operating expenses | ||||
(Gain) loss on sale of business | $ (70,200) | (70,201) | ||
Other | 54,623 | |||
Operating expenses | (15,578) | |||
Operating Income (loss) | 71,507 | |||
Other income, net | 17 | |||
Income (loss) from discontinued operations before income taxes | 71,524 | |||
Income tax provision (benefit) | 18,255 | |||
Income (loss) from discontinued operations, net of tax | 53,269 | |||
Transaction costs | $ 3,800 | |||
FleetNet | Discontinued Operations, Held-for-sale | ||||
Financial results from discontinued operations | ||||
Revenues | 295,043 | 213,882 | ||
Operating expenses | ||||
Other | 290,300 | 209,874 | ||
Operating expenses | 290,300 | 209,874 | ||
Operating Income (loss) | 4,743 | 4,008 | ||
Other income, net | 109 | 59 | ||
Income (loss) from discontinued operations before income taxes | 4,852 | 4,067 | ||
Income tax provision (benefit) | 1,291 | 1,005 | ||
Income (loss) from discontinued operations, net of tax | $ 3,561 | $ 3,062 |
DISCONTINUED OPERATIONS - Asset
DISCONTINUED OPERATIONS - Assets and liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Assets and liabilities from discontinued operations | |
Total current assets of discontinued operations | $ 64,736 |
Total long-term assets of discontinued operations | 11,097 |
Total current liabilities of discontinued operations | 51,665 |
Total long-term liabilities of discontinued operations | 781 |
FleetNet | Discontinued Operations, Held-for-sale | |
Assets and liabilities from discontinued operations | |
Cash and cash equivalents | 108 |
Accounts receivable, net | 63,022 |
Other current assets | 1,606 |
Total current assets of discontinued operations | 64,736 |
Property, plant and equipment, net | 10,350 |
Goodwill | 630 |
Intangible assets, net | 63 |
Other long-term assets | 54 |
Total long-term assets of discontinued operations | 11,097 |
Accounts payable | 47,687 |
Income taxes payable | 613 |
Accrued expenses | 3,365 |
Total current liabilities of discontinued operations | 51,665 |
Deferred tax liability | 781 |
Total long-term liabilities of discontinued operations | $ 781 |
DISCONTINUED OPERATIONS - Cash
DISCONTINUED OPERATIONS - Cash flows (Details) - FleetNet - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Discontinued Operations, Disposed of by Sale | ||
Cash flows from discontinued operations | ||
Net cash provided by operating activities | $ 762 | |
Net cash used in investing activities | (397) | |
Net cash provided by (used in) financing activities | (473) | |
Net increase (decrease) in cash and cash equivalents | (108) | |
Depreciation and amortization expense | 400 | |
Share-based compensation expense | 300 | |
Purchases of property, plant and equipment | $ 100 | |
Discontinued Operations, Held-for-sale | ||
Cash flows from discontinued operations | ||
Net cash provided by operating activities | $ 2,825 | |
Net cash used in investing activities | (3,329) | |
Net cash provided by (used in) financing activities | 560 | |
Net increase (decrease) in cash and cash equivalents | 56 | |
Depreciation and amortization expense | 1,900 | |
Purchases of property, plant and equipment | $ 1,400 |
ACQUISITION - MoLo (Details)
ACQUISITION - MoLo (Details) - USD ($) $ in Thousands | 12 Months Ended | 14 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Nov. 01, 2021 | |
Purchase Consideration | |||||
Business acquisition, net of cash acquired | $ (2,279) | $ 239,380 | |||
MoLo Solutions, LLC | |||||
Purchase Consideration | |||||
Business acquisition, net of cash acquired | $ 237,100 | ||||
Business acquisition, cash acquired | $ 2,300 | ||||
Earnout payment | $ 0 | ||||
Contingent consideration, target earnout payment for 2024 | 70,000 | ||||
Contingent consideration, target earnout payment for 2025 | $ 145,000 | ||||
MoLo Solutions, LLC | 100% of target | |||||
Purchase Consideration | |||||
Adjusted EBITDA target percentage | 100% | ||||
Contingent consideration, target | $ 215,000 | ||||
MoLo Solutions, LLC | 80% of target | |||||
Purchase Consideration | |||||
Adjusted EBITDA target percentage | 80% | ||||
Contingent consideration, low range | $ 95,000 | ||||
MoLo Solutions, LLC | 300% of target | |||||
Purchase Consideration | |||||
Adjusted EBITDA target percentage | 300% | ||||
Contingent consideration, high range | $ 455,000 |
ACQUISITION - Revenue and expen
ACQUISITION - Revenue and expenses (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition | ||||
Revenues | $ 4,427,443 | $ 5,029,008 | $ 3,766,185 | |
Operating income (loss) | $ 172,619 | $ 394,526 | 276,978 | |
MoLo Solutions, LLC | ||||
Business Acquisition | ||||
Revenues | $ 120,300 | |||
Operating income (loss) | $ (1,200) | |||
Acquisition related costs | $ 6,000 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Oct. 01, 2023 | Oct. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Goodwill by reportable operating segment | |||||
Goodwill | $ 304,753 | $ 304,753 | $ 299,708 | ||
Purchase accounting adjustment | 5,045 | ||||
Accumulated impairment | (20,000) | $ (20,000) | |||
FleetNet Segment | Discontinued Operations, Held-for-sale | |||||
Goodwill by reportable operating segment | |||||
Goodwill, Discontinued operation | $ 600 | $ 600 | |||
Asset-Light | |||||
Goodwill by reportable operating segment | |||||
Goodwill impairment | $ 0 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Intangible (Details) - USD ($) $ in Thousands | Oct. 01, 2023 | Oct. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-lived intangible assets | ||||
Weighted Average Amortization Period | 11 years | |||
Cost | $ 129,730 | $ 129,493 | ||
Accumulated Amortization | 60,880 | 48,060 | ||
Net Value | 68,850 | 81,433 | ||
Total intangible assets | ||||
Cost | 162,030 | 161,793 | ||
Net Value | 101,150 | 113,733 | ||
Impairment Assessment of Intangible Assets | ||||
Impairment of indefinite-lived intangible asset | $ 0 | $ 0 | ||
Trade name | ||||
Indefinite-lived intangible asset | ||||
Net Value | $ 32,300 | 32,300 | ||
Customer relationships | ||||
Finite-lived intangible assets | ||||
Weighted Average Amortization Period | 12 years | |||
Cost | $ 99,579 | 99,579 | ||
Accumulated Amortization | 51,357 | 42,933 | ||
Net Value | $ 48,222 | 56,646 | ||
Other intangible assets | ||||
Finite-lived intangible assets | ||||
Weighted Average Amortization Period | 8 years | |||
Cost | $ 30,151 | 29,914 | ||
Accumulated Amortization | 9,523 | 5,127 | ||
Net Value | $ 20,628 | $ 24,787 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Future amortization for intangible assets | ||
2024 | $ 12,790 | |
2025 | 12,790 | |
2026 | 8,683 | |
2027 | 7,258 | |
2028 | 7,259 | |
Thereafter | 20,070 | |
Net Value | $ 68,850 | $ 81,433 |
INCOME TAXES - Provision (Detai
INCOME TAXES - Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current provision on continuing operations: | |||
Federal | $ 38,860 | $ 79,477 | $ 55,684 |
State | 10,949 | 19,713 | 14,229 |
Foreign | 508 | 869 | 341 |
Total current provision on continuing operation | 50,317 | 100,059 | 70,254 |
Deferred (benefit) on continuing operations: | |||
Federal | (4,882) | (5,591) | (6,119) |
State | (682) | (793) | (1,570) |
Foreign | (2) | (20) | 63 |
Deferred tax benefit | (5,566) | (6,404) | (7,626) |
Total provision for income taxes | 44,751 | 93,655 | 62,628 |
Current provision on discontinued operations: | |||
Federal | 14,656 | 901 | 767 |
State | 3,599 | 236 | 201 |
Total current provision on discontinued operations | 18,255 | 1,137 | 968 |
Deferred provision on discontinued operations: | |||
Federal | 114 | 21 | |
State | 40 | 16 | |
Total deferred provision on discontinued operations | 154 | 37 | |
Total provision for income taxes on discontinued operations | 18,255 | 1,291 | 1,005 |
Total provision for income taxes, Continuing and discontinued operations | $ 63,006 | $ 94,946 | $ 63,633 |
INCOME TAXES - Deferred income
INCOME TAXES - Deferred income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Components of the deferred tax provision or benefit | |||
Amortization, depreciation, and basis differences for property, plant and equipment and other long-lived assets | $ 1,744 | $ 4,274 | $ 1,409 |
Amortization of intangibles | 6,127 | (2,995) | (555) |
Changes in reserves for workers' compensation, third-party casualty, and cargo claims | (4,975) | (3,713) | (3,296) |
Revenue recognition | (50) | 6 | (1,434) |
Allowance for credit losses | 1,094 | (388) | 170 |
Nonunion pension and other retirement plans | (3) | (4) | (3) |
Multiemployer pension fund withdrawal | 180 | 172 | 164 |
Federal and state net operating loss carryforwards utilized (generated) | (758) | 899 | (300) |
State depreciation adjustments | (456) | (915) | 598 |
Share-based compensation | 531 | 737 | (949) |
Valuation allowance increase (decrease) | 44 | (489) | 912 |
Other accrued expenses | (2,143) | (3,069) | (4,056) |
Prepaid expenses | 313 | (18) | (788) |
Operating lease right-of-use assets/liabilities - net | (8,065) | (651) | (228) |
Other | 851 | (250) | 730 |
Deferred tax benefit | $ (5,566) | $ (6,404) | $ (7,626) |
INCOME TAXES - Deferred (Detail
INCOME TAXES - Deferred (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Accrued expenses | $ 60,842 | $ 53,785 |
Operating lease right-of-use liabilities | 53,589 | 46,056 |
Supplemental pension liabilities | 85 | 81 |
Multiemployer pension fund withdrawal | 4,871 | 5,063 |
Postretirement liabilities other than pensions | 3,389 | 3,137 |
Share-based compensation | 5,249 | 5,622 |
Federal and state net operating loss carryforwards | 1,511 | 753 |
Receivable allowances | 1,951 | 2,967 |
Other | 709 | 417 |
Total deferred tax assets | 132,196 | 117,881 |
Valuation allowance | (1,751) | (1,707) |
Total deferred tax assets, net of valuation allowance | 130,445 | 116,174 |
Deferred tax liabilities: | ||
Amortization, depreciation, and basis differences for property, plant and equipment, and other long-lived assets | 118,211 | 116,290 |
Operating lease right-of-use assets | 43,938 | 44,170 |
Intangibles | 10,256 | 4,442 |
Prepaid expenses | 5,685 | 5,424 |
Total deferred tax liabilities | 178,090 | 170,326 |
Net deferred tax liabilities | $ (47,645) | $ (54,152) |
INCOME TAXES - Rate Reconciliat
INCOME TAXES - Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation between the effective income tax rate, as computed on income from continuing operations before income taxes, and the statutory federal income tax rate | |||
Statutory federal rate (as a percent) | 21% | 21% | 21% |
Income tax provision at the statutory federal rate | $ 39,252 | $ 81,544 | $ 57,348 |
Federal income tax effects of: | |||
State income taxes | (2,156) | (3,973) | (2,658) |
Nondeductible expenses | 4,040 | 5,606 | 3,596 |
Life insurance proceeds and changes in cash surrender value | (962) | 575 | (866) |
Alternative fuel tax credit | (1,302) | (2,449) | |
Net increase (decrease) in valuation allowances | 44 | (464) | 887 |
Net increase in uncertain tax positions | 854 | ||
Settlement of share-based compensation | (3,989) | (6,693) | (6,021) |
Foreign tax credits generated | (506) | (849) | (404) |
Federal research and development tax credits | (75) | 278 | (2,044) |
Other | (368) | 311 | (1,127) |
Federal income tax provision | 33,978 | 73,886 | 49,565 |
State income tax provision | 10,267 | 18,920 | 12,659 |
Foreign income tax provision | 506 | 849 | 404 |
Total provision for income taxes | $ 44,751 | $ 93,655 | $ 62,628 |
Effective tax rate (as a percent) | 23.90% | 24.10% | 22.90% |
INCOME TAXES - Tax Rate (Detail
INCOME TAXES - Tax Rate (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | |||
Effective tax rate, including discontinued operations (as a percent) | 24.40% | 24.10% | 23% |
Effective tax rate from discontinued operations (as a percent) | 25.50% | 26.60% | 24.70% |
State tax, low end of range of rate (as a percent) | 6% | ||
State tax, high end of range of rate (as a percent) | 6.50% | ||
Income taxes paid, excluding income tax refunds | $ 115.7 | $ 148.7 | $ 77.5 |
Income tax refunds | $ 36.4 | $ 42.3 | $ 19.4 |
INCOME TAXES - Stock Compensati
INCOME TAXES - Stock Compensation (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | |||
Tax benefit for settlement of stock awards (as a percent) | 2.80% | 2.10% | 2.80% |
INCOME TAXES - NOL (Details)
INCOME TAXES - NOL (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 USD ($) Y | Dec. 31, 2022 USD ($) | |
Federal | ||
Operating loss carryforwards | ||
Operating loss carryforwards | $ 0.6 | |
State | ||
Operating loss carryforwards | ||
Operating loss carryforwards | 26.4 | |
Valuation allowance, NOLs | 0.5 | $ 0.4 |
State tax department of Panther | ||
Operating loss carryforwards | ||
Operating loss carryforwards | 1.4 | |
State tax department of other subsidiaries | ||
Operating loss carryforwards | ||
Operating loss carryforwards | $ 9.7 | |
Number of prior years with taxable losses | Y | 3 | |
Minimum | State tax department of Panther | ||
Operating loss carryforwards | ||
Carryforward expiration period | 10 years | |
Maximum | State tax department of Panther | ||
Operating loss carryforwards | ||
Carryforward expiration period | 20 years |
INCOME TAXES - Tax Credit Carry
INCOME TAXES - Tax Credit Carryforward (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Foreign | ||
Tax credit carryforwards | ||
Valuation allowance, tax credit carryforwards | $ 1 | $ 1 |
Research and development | State | ||
Tax credit carryforwards | ||
Valuation allowance, tax credit carryforwards | 0.2 | 0.2 |
Interest expense carryforwards | State | Maximum | ||
Tax credit carryforwards | ||
Valuation allowance, tax credit carryforwards | $ 0.1 | $ 0.1 |
INCOME TAXES - Uncertain Tax Po
INCOME TAXES - Uncertain Tax Positions (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income taxes | |||
Reserve for uncertain tax positions | $ 0.9 | $ 0.9 | |
Forecast | |||
Income taxes | |||
Reversal of uncertain tax position | $ 0.5 |
LEASES - Lease terms (Details)
LEASES - Lease terms (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Operating leases | |
Option to renew | true |
Early termination option | true |
Notification period for early termination of operating lease | 24 months |
Maximum | |
Operating leases | |
Remaining lease terms | 9 years 9 months 18 days |
Operating lease, renewal term | 10 years |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
LEASES | |||
Operating lease expense | $ 38,794 | $ 31,790 | $ 26,552 |
Variable lease expense | 6,804 | 4,188 | 4,128 |
Sublease income | (246) | (391) | (626) |
Total operating lease expense | $ 45,352 | $ 35,587 | $ 30,054 |
LEASES - Cash Flows (Details)
LEASES - Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating leases | |||
Noncash change in operating right-of-use assets | $ 33,470 | $ 27,465 | $ 24,023 |
Change in operating lease liabilities | (30,550) | (24,513) | (23,400) |
Operating right-of-use assets and lease liabilities, net | 2,920 | 2,952 | 623 |
Cash paid for amounts included in the measurement of operating lease liabilities | $ (35,759) | $ (28,830) | $ (25,909) |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating leases | ||
Operating right-of-use assets (long-term) | $ 169,999 | $ 166,515 |
Operating lease liabilities (current) | 32,172 | 26,225 |
Operating lease liabilities (long-term) | 176,621 | 147,828 |
Total operating lease liabilities | $ 208,793 | $ 174,053 |
Operating Lease, Liability, Statement of Financial Position | Operating lease liabilities (current), Operating lease liabilities (long-term) | Operating lease liabilities (current), Operating lease liabilities (long-term) |
Weighted average remaining lease term (in years) | 7 years 4 months 24 days | 7 years 7 months 6 days |
Weighted average discount rate | 4.29% | 3.58% |
Land And Structures | ||
Operating leases | ||
Operating right-of-use assets (long-term) | $ 169,663 | $ 165,822 |
Operating lease liabilities (current) | 31,865 | 25,824 |
Operating lease liabilities (long-term) | 176,598 | 147,534 |
Total operating lease liabilities | 208,463 | 173,358 |
Equipment and Other | ||
Operating leases | ||
Operating right-of-use assets (long-term) | 336 | 693 |
Operating lease liabilities (current) | 307 | 401 |
Operating lease liabilities (long-term) | 23 | 294 |
Total operating lease liabilities | $ 330 | $ 695 |
LEASES - Maturities of Operatin
LEASES - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Maturities of operating lease liabilities | ||
2024 | $ 40,218 | |
2025 | 36,458 | |
2026 | 33,187 | |
2027 | 27,071 | |
2028 | 24,033 | |
Thereafter | 86,011 | |
Total lease payments | 246,978 | |
Less imputed interest | (38,185) | |
Total operating lease liabilities | $ 208,793 | $ 174,053 |
Operating Lease, Liability, Statement of Financial Position | Operating lease liabilities (current), Operating lease liabilities (long-term) | Operating lease liabilities (current), Operating lease liabilities (long-term) |
Future minimum payments for leases that have not yet commenced | $ 28,800 | |
Lease term for lease commitments that have not yet commenced | 10 years | |
Land And Structures | ||
Maturities of operating lease liabilities | ||
2024 | $ 39,905 | |
2025 | 36,435 | |
2026 | 33,187 | |
2027 | 27,071 | |
2028 | 24,033 | |
Thereafter | 86,011 | |
Total lease payments | 246,642 | |
Less imputed interest | (38,179) | |
Total operating lease liabilities | 208,463 | $ 173,358 |
Equipment and Other | ||
Maturities of operating lease liabilities | ||
2024 | 313 | |
2025 | 23 | |
Total lease payments | 336 | |
Less imputed interest | (6) | |
Total operating lease liabilities | $ 330 | $ 695 |
LEASES - Impairment (Details)
LEASES - Impairment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2023 | |
LEASES | ||
Lease impairment charges | $ 30,200 | $ 30,162 |
Operating right-of-use assets, Lease impairment charges | $ 28,124 |
LONG-TERM DEBT AND FINANCING _3
LONG-TERM DEBT AND FINANCING ARRANGEMENTS - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Long-term debt obligations | ||
Long-term debt | $ 228,938 | $ 264,623 |
Less current portion | 66,948 | 66,252 |
Long-term debt, less current portion | $ 161,990 | 198,371 |
Weighted-average interest rate (as a percent) | 3.30% | |
Credit Facility | ||
Long-term debt obligations | ||
Long-term debt | $ 50,000 | 50,000 |
Interest rate (as a percent) | 6.60% | |
Credit Facility | Interest rate swap agreement | ||
Long-term debt obligations | ||
Amount of borrowings covered by the interest rate swap | $ 50,000 | $ 50,000 |
Effective fixed interest rate on hedged borrowings (as a percent) | 1.55% | 1.55% |
Notes payable | ||
Long-term debt obligations | ||
Long-term debt | $ 178,938 | $ 214,623 |
Weighted-average interest rate (as a percent) | 3.80% |
LONG-TERM DEBT AND FINANCING _4
LONG-TERM DEBT AND FINANCING ARRANGEMENTS - Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Maturities of long-term debt obligations | ||
2024 | $ 75,800 | |
2025 | 53,388 | |
2026 | 41,476 | |
2027 | 74,972 | |
2028 | 5,520 | |
Total payments | 251,156 | |
Less amounts representing interest | 22,218 | |
Long-term debt | 228,938 | $ 264,623 |
Credit Facility | ||
Maturities of long-term debt obligations | ||
2024 | 3,021 | |
2025 | 2,353 | |
2026 | 2,211 | |
2027 | 51,688 | |
Total payments | 59,273 | |
Less amounts representing interest | 9,273 | |
Long-term debt | 50,000 | 50,000 |
Notes payable | ||
Maturities of long-term debt obligations | ||
2024 | 72,779 | |
2025 | 51,035 | |
2026 | 39,265 | |
2027 | 23,284 | |
2028 | 5,520 | |
Total payments | 191,883 | |
Less amounts representing interest | 12,945 | |
Long-term debt | $ 178,938 | $ 214,623 |
LONG-TERM DEBT AND FINANCING _5
LONG-TERM DEBT AND FINANCING ARRANGEMENTS - Assets Securing Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financing Arrangements | |||
Total assets securing notes payable | $ 339,060 | $ 336,222 | |
Less accumulated depreciation | 135,305 | 119,244 | |
Net assets securing notes payable | $ 203,755 | 216,978 | |
Weighted-average interest rate (as a percent) | 3.30% | ||
Interest paid, net of capitalized interest | $ 8,700 | 7,100 | $ 8,700 |
Capitalized interest | 300 | 300 | $ 500 |
Revenue Equipment | |||
Financing Arrangements | |||
Total assets securing notes payable | 300,922 | 294,700 | |
Service, office, and other equipment | |||
Financing Arrangements | |||
Total assets securing notes payable | $ 38,138 | $ 41,522 |
LONG-TERM DEBT AND FINANCING _6
LONG-TERM DEBT AND FINANCING ARRANGEMENTS - Credit Facility (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Financing Arrangements | ||||
Repayment of debt | $ 69,180 | $ 115,540 | $ 171,915 | |
Credit Facility | ||||
Financing Arrangements | ||||
Maximum borrowing capacity | 250,000 | |||
Additional borrowing capacity that may be requested | 125,000 | |||
Remaining borrowing capacity | $ 200,000 | |||
Credit Facility | Alternate Base Rate | Minimum | ||||
Financing Arrangements | ||||
Basis spread (as a percent) | 0.125% | |||
Credit Facility | Alternate Base Rate | Maximum | ||||
Financing Arrangements | ||||
Basis spread (as a percent) | 1% | |||
Credit Facility | Adjusted Term SOFR Screen Rate | ||||
Financing Arrangements | ||||
Variable rate adjustment (as a percent) | 0.10% | |||
Credit Facility | Adjusted Term SOFR Screen Rate | Minimum | ||||
Financing Arrangements | ||||
Basis spread (as a percent) | 1.125% | |||
Credit Facility | Adjusted Term SOFR Screen Rate | Maximum | ||||
Financing Arrangements | ||||
Basis spread (as a percent) | 2% | |||
Swing Line Facility | ||||
Financing Arrangements | ||||
Maximum borrowing capacity | $ 40,000 | $ 40,000 | $ 25,000 | |
Letters of Credit, Sub-Facility | ||||
Financing Arrangements | ||||
Maximum borrowing capacity | $ 20,000 |
LONG-TERM DEBT AND FINANCING _7
LONG-TERM DEBT AND FINANCING ARRANGEMENTS - Interest Rate Swap (Details) - Interest rate swap agreement, maturing on October 1, 2024 - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | Jun. 30, 2022 |
Financing Arrangements | ||||
Notional amount | $ 50 | |||
Fixed interest rate payments (as a percent) | 0.33% | |||
Other long-term assets | ||||
Financing Arrangements | ||||
Fair value of interest rate swap, asset | $ 1.7 | $ 3.5 |
LONG-TERM DEBT AND FINANCING _8
LONG-TERM DEBT AND FINANCING ARRANGEMENTS - Securitization Program (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Financing Arrangements | ||
Outstanding letters of credit | $ 17.4 | $ 10.6 |
Accounts receivable securitization program | ||
Financing Arrangements | ||
Maximum borrowing capacity | 50 | |
Additional borrowing capacity that may be requested | 100 | |
Outstanding letters of credit | 16.8 | $ 10 |
Remaining borrowing capacity | $ 33.2 |
LONG-TERM DEBT AND FINANCING _9
LONG-TERM DEBT AND FINANCING ARRANGEMENTS - Letters of Credit & Surety Bonds (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Financing Arrangements | ||
Outstanding letters of credit | $ 17.4 | $ 10.6 |
Accounts receivable securitization program | ||
Financing Arrangements | ||
Outstanding letters of credit | 16.8 | 10 |
Surety bonds | ||
Financing Arrangements | ||
Outstanding surety bonds under uncollateralized bond programs | $ 65.2 | $ 62.6 |
LONG-TERM DEBT AND FINANCING_10
LONG-TERM DEBT AND FINANCING ARRANGEMENTS - Notes Payable (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Notes payable | Revenue Equipment | ||
Financing Arrangements | ||
Assets financed during the period under promissory note arrangements | $ 33.5 | $ 82.4 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
ACCRUED EXPENSES. | ||
Workers' compensation, third-party casualty, and loss and damage claims reserves | $ 189,948 | $ 133,122 |
Accrued vacation pay | 63,183 | 58,875 |
Accrued compensation, including retirement benefits | 87,851 | 119,836 |
Taxes other than income | 10,743 | 11,375 |
Other | 26,304 | 15,249 |
Total accrued expenses | $ 378,029 | $ 338,457 |
EMPLOYEE BENEFIT PLANS - Plan s
EMPLOYEE BENEFIT PLANS - Plan summary (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
POSTRETIREMENT BENEFIT PLANS | |||
Noncash charge to pension settlement expense | $ 0 | $ 0 | $ 0 |
EMPLOYEE BENEFIT PLANS - Funded
EMPLOYEE BENEFIT PLANS - Funded status (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Supplemental Benefit Plan | |||
Change in benefit obligations | |||
Benefit obligations at beginning of period | $ 338 | $ 381 | |
Interest cost | 16 | 7 | $ 4 |
Actuarial (gain) loss | 4 | (50) | |
Benefit obligations at end of period | 358 | 338 | 381 |
Change in plan assets | |||
Funded status at period end | (358) | (338) | |
Accumulated benefit obligation | 358 | 338 | |
Postretirement Health Benefit Plan | |||
Change in benefit obligations | |||
Benefit obligations at beginning of period | 12,534 | 16,992 | |
Service cost | 78 | 156 | 192 |
Interest cost | 599 | 441 | 427 |
Actuarial (gain) loss | 1,137 | (4,392) | |
Benefits paid | (680) | (663) | |
Benefit obligations at end of period | 13,668 | 12,534 | $ 16,992 |
Change in plan assets | |||
Employer contributions | 680 | 663 | |
Benefits paid | (680) | (663) | |
Funded status at period end | (13,668) | (12,534) | |
Accumulated benefit obligation | $ 13,668 | $ 12,534 |
EMPLOYEE BENEFIT PLANS - Recogn
EMPLOYEE BENEFIT PLANS - Recognized in Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Amounts recognized in the consolidated balance sheets | ||
Pension and postretirement liabilities, less current portion | $ (13,319) | $ (12,196) |
Supplemental Benefit Plan | ||
Amounts recognized in the consolidated balance sheets | ||
Pension and postretirement liabilities, less current portion | (358) | (338) |
Liabilities recognized | (358) | (338) |
Postretirement Health Benefit Plan | ||
Amounts recognized in the consolidated balance sheets | ||
Current portion of pension and postretirement liabilities | (707) | (676) |
Pension and postretirement liabilities, less current portion | (12,961) | (11,858) |
Liabilities recognized | $ (13,668) | $ (12,534) |
EMPLOYEE BENEFIT PLANS - Compon
EMPLOYEE BENEFIT PLANS - Components of Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Components of net periodic benefit cost (credit) | |||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income | Other, net | Other, net | Other, net |
Pension settlement expense | $ 0 | $ 0 | $ 0 |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Amortization of Gain (Loss), Statement of Income or Comprehensive Income | Other, net | Other, net | Other, net |
Noncash charge to pension settlement expense | $ 0 | $ 0 | $ 0 |
Supplemental Benefit Plan | |||
Components of net periodic benefit cost (credit) | |||
Interest cost | 16 | 7 | 4 |
Amortization of net actuarial (gain) loss | (4) | 8 | 9 |
Net periodic benefit cost (credit) | 12 | 15 | 13 |
Postretirement Health Benefit Plan | |||
Components of net periodic benefit cost (credit) | |||
Service cost | 78 | 156 | 192 |
Interest cost | 599 | 441 | 427 |
Amortization of net actuarial (gain) loss | (1,326) | (765) | (548) |
Net periodic benefit cost (credit) | $ (649) | $ (168) | $ 71 |
EMPLOYEE BENEFIT PLANS - Includ
EMPLOYEE BENEFIT PLANS - Included in AOCI (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Supplemental Benefit Plan | ||
Pre-tax amounts included in accumulated other comprehensive loss that have not yet been recognized in net periodic benefit cost | ||
Unrecognized net actuarial gain | $ (9) | $ (18) |
Postretirement Health Benefit Plan | ||
Pre-tax amounts included in accumulated other comprehensive loss that have not yet been recognized in net periodic benefit cost | ||
Unrecognized net actuarial gain | $ (6,806) | $ (9,269) |
EMPLOYEE BENEFIT PLANS - Discou
EMPLOYEE BENEFIT PLANS - Discount rate and assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Supplemental Benefit Plan | |||
Weighted-average assumptions used to determine nonunion benefit obligations | |||
Discount rate (as a percent) | 4.30% | 4.60% | |
Weighted-average assumptions used to determine net periodic benefit cost | |||
Discount rate (as a percent) | 4.60% | 1.80% | 1.10% |
Postretirement Health Benefit Plan | |||
Weighted-average assumptions used to determine nonunion benefit obligations | |||
Discount rate (as a percent) | 4.80% | 5% | |
Weighted-average assumptions used to determine net periodic benefit cost | |||
Discount rate (as a percent) | 5% | 2.70% | 2.30% |
EMPLOYEE BENEFIT PLANS - Health
EMPLOYEE BENEFIT PLANS - Health care trend rates (Details) - Postretirement Health Benefit Plan | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Assumed health care cost trend rates | ||
Health care cost trend rate assumed for next year (as a percent) | 7% | 7% |
Rate to which the cost trend rate is assumed to decline (as a percent) | 4.50% | 4.50% |
Year that the rate reaches the cost trend assumed rate | 2035 | 2034 |
EMPLOYEE BENEFIT PLANS - Future
EMPLOYEE BENEFIT PLANS - Future benefit payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Supplemental Benefit Plan | |
Estimated future benefit payments | |
2028 | $ 424 |
Postretirement Health Benefit Plan | |
Estimated future benefit payments | |
2024 | 707 |
2025 | 744 |
2026 | 747 |
2027 | 754 |
2028 | 761 |
2029-2033 | $ 3,836 |
EMPLOYEE BENEFIT PLANS - Deferr
EMPLOYEE BENEFIT PLANS - Deferred Comp Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred salary agreements | ||
Deferred Compensation Plans | ||
Recorded liabilities | $ 1.1 | $ 1.3 |
Voluntary Savings Plan - mutual funds held in trust | ||
Deferred Compensation Plans | ||
Minimum period for election to defer receipt of a portion of salary and incentive compensation | 6 months | |
Voluntary Savings Plan - mutual funds held in trust | Other long-term assets | ||
Deferred Compensation Plans | ||
VSP assets | $ 4.6 | 4 |
Voluntary Savings Plan - mutual funds held in trust | Other long-term liabilities | ||
Deferred Compensation Plans | ||
VSP liabilities | $ 4.6 | $ 4 |
EMPLOYEE BENEFIT PLANS - Define
EMPLOYEE BENEFIT PLANS - Defined Contribution Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Long-Term Incentive Compensation Plan | |||
Earning period of Long-term cash incentive plan | 3 years | ||
Incentive payments accrued for Long-Term Cash Incentive Plan | $ 26.3 | $ 29.5 | $ 28.3 |
Other Plans | |||
Cash surrender value of life insurance policies | 48.5 | 54.7 | |
Recognized (losses) gains associated with changes in the cash surrender value and proceeds from life insurance policies | $ 4.6 | (2.7) | 4.1 |
401(k) Plan | |||
Defined Contribution Plans | |||
Maximum percentage of salary permitted to be deferred by plan participants | 69% | ||
Rate of employer match on participant contributions | 50% | ||
Maximum percentage of participants compensation that is eligible for 50% matching contribution | 6% | ||
Expense for employer contribution to defined contribution plan | $ 7.1 | 9.4 | 7.7 |
Defined Contribution Plan | |||
Defined Contribution Plans | |||
Expense for employer contribution to defined contribution plan | $ 13.1 | $ 19.1 | $ 16.8 |
Period of service for participants' full vesting in the employer's contributions | 3 years |
EMPLOYEE BENEFIT PLANS - Multie
EMPLOYEE BENEFIT PLANS - Multiemployer Plans (Details) - Asset Based $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Aug. 01, 2023 | Aug. 01, 2022 | Aug. 01, 2021 | Sep. 30, 2018 USD ($) | Jun. 30, 2018 USD ($) | Dec. 31, 2023 USD ($) plan | Jan. 31, 2023 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 01, 2023 | Jan. 01, 2022 | Jan. 01, 2021 | |
Multiemployer Plans | ||||||||||||
Minimum funded percentage of plans in green zone | 80% | |||||||||||
Pension Plans | ||||||||||||
Multiemployer Plans | ||||||||||||
Number of multiemployer plans to which ABF Freight currently contributes | plan | 25 | |||||||||||
Maximum funded percentage of plans in yellow zone | 80% | |||||||||||
Maximum funded percentage of plans in red zone | 65% | |||||||||||
Maximum projected time to insolvency for plans in "critical and declining" status | 14 years | |||||||||||
Maximum projected time to insolvency for plans in "critical and declining" status if additional criteria apply | 19 years | |||||||||||
Threshold ratio of inactive to active participants for greater insolvency period to determine "critical and declining" status | 2 | |||||||||||
Threshold funded percentage for greater insolvency period to determine "critical and declining" status | 80% | |||||||||||
Percentage of contributions to the multiemployer pension plans that are in critical and declining status | 6% | |||||||||||
Percentage of contributions to the multiemployer pension plans that are in critical status | 53% | |||||||||||
Percentage of contributions to the multiemployer pension plans that are in endangered status | 0% | |||||||||||
Total multiemployer pension contributions paid | $ 162,484 | $ 154,558 | $ 146,893 | |||||||||
Pension Plans | Central States, Southeast and Southwest Areas Pension Plan | ||||||||||||
Multiemployer Plans | ||||||||||||
Multiemployer pension contributions paid, individually significant | $ 77,708 | $ 75,306 | $ 71,045 | |||||||||
Threshold percentage of the entity's contributions relative to total fund contributions, which was exceeded during the period | 5% | 5% | ||||||||||
Percentage of contributions to multiemployer pension plan | 50% | 50% | 50% | |||||||||
Actuarially certified projected funded percentage of multiemployer pension plan | 97.50% | 14.50% | 17.10% | |||||||||
Pension Plans | Western Conference Of Teamsters Pension Plan | ||||||||||||
Multiemployer Plans | ||||||||||||
Multiemployer pension contributions paid, individually significant | $ 29,540 | $ 28,051 | $ 25,861 | |||||||||
Pension Plans | Central Pennsylvania Teamsters Defined Benefit Plan( | ||||||||||||
Multiemployer Plans | ||||||||||||
Multiemployer pension contributions paid, individually significant | 15,540 | 14,421 | 13,931 | |||||||||
Pension Plans | I. B. of T. Union Local No. 710 Pension Fund | ||||||||||||
Multiemployer Plans | ||||||||||||
Multiemployer pension contributions paid, individually significant | 10,676 | 9,838 | 9,553 | |||||||||
Threshold percentage of the entity's contributions relative to total fund contributions, which was exceeded during the period | 5% | |||||||||||
Pension Plans | New England Teamsters Pension Fund | ||||||||||||
Multiemployer Plans | ||||||||||||
Multiemployer pension contributions paid, individually significant | 4,636 | 4,449 | 4,357 | |||||||||
Contributions to multiemployer plans related to pension fund withdrawal liability | 1,600 | 1,600 | 1,600 | |||||||||
Multiemployer pension fund withdrawal liability charge (pre-tax) | $ 37,900 | |||||||||||
Initial lump sum payment of withdrawal liability | $ 15,100 | |||||||||||
Withdrawal liability monthly payments period (in years) | 18 years | |||||||||||
Pension Plans | All other plans in the aggregate | ||||||||||||
Multiemployer Plans | ||||||||||||
Multiemployer pension contributions paid, individually insignificant | $ 24,384 | 22,493 | 22,146 | |||||||||
Pension Plans | Multiemployer pension plans receiving 1% to 2% ABF Freight's total multiemployer pension contributions | Minimum | ||||||||||||
Multiemployer Plans | ||||||||||||
Percentage of contributions to each individually insignificant multiemployer pension plan | 1% | |||||||||||
Pension Plans | Multiemployer pension plans receiving 1% to 2% ABF Freight's total multiemployer pension contributions | Maximum | ||||||||||||
Multiemployer Plans | ||||||||||||
Percentage of contributions to each individually insignificant multiemployer pension plan | 2% | |||||||||||
Health And Welfare Plans | ||||||||||||
Multiemployer Plans | ||||||||||||
Number of multiemployer plans to which ABF Freight currently contributes | plan | 38 | |||||||||||
Total multiemployer pension contributions paid | $ 215,600 | $ 194,400 | $ 176,200 | |||||||||
Percentage increase in contribution rate for time worked related to benefit costs | 5.70% | 4.30% | 4.30% |
STOCKHOLDERS' EQUITY - AOCI Com
STOCKHOLDERS' EQUITY - AOCI Components (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income | ||||
Total after-tax amount | $ 1,242,363 | $ 1,151,401 | $ 929,067 | $ 828,593 |
Accumulated Other Comprehensive Income | ||||
Accumulated Other Comprehensive Income | ||||
Total pre-tax amount | 5,817 | 9,566 | 4,977 | |
Total after-tax amount | 4,324 | 7,103 | 3,699 | $ 1,190 |
Unrecognized Net Periodic Benefit Credit | ||||
Accumulated Other Comprehensive Income | ||||
Total pre-tax amount | 6,816 | 9,287 | 5,602 | |
Total after-tax amount | 5,061 | 6,896 | 4,160 | |
Interest Rate Swap | ||||
Accumulated Other Comprehensive Income | ||||
Total pre-tax amount | 1,710 | 3,526 | 419 | |
Total after-tax amount | 1,263 | 2,604 | 309 | |
Foreign Currency Translation | ||||
Accumulated Other Comprehensive Income | ||||
Total pre-tax amount | (2,709) | (3,247) | (1,044) | |
Total after-tax amount | $ (2,000) | $ (2,397) | $ (770) |
STOCKHOLDERS' EQUITY - AOCI Cha
STOCKHOLDERS' EQUITY - AOCI Changes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Changes in accumulated other comprehensive income, net of tax, by component | |||
Balances | $ 1,151,401 | $ 929,067 | $ 828,593 |
OTHER COMPREHENSIVE INCOME (LOSS), net of tax | (2,779) | 3,404 | 2,509 |
Balances | 1,242,363 | 1,151,401 | 929,067 |
Accumulated Other Comprehensive Income | |||
Changes in accumulated other comprehensive income, net of tax, by component | |||
Balances | 7,103 | 3,699 | 1,190 |
Other comprehensive income (loss) before reclassifications | (1,791) | 3,966 | |
Amounts reclassified from accumulated other comprehensive income | (988) | (562) | |
OTHER COMPREHENSIVE INCOME (LOSS), net of tax | (2,779) | 3,404 | 2,509 |
Balances | 4,324 | 7,103 | 3,699 |
Unrecognized Net Periodic Benefit Credit | |||
Changes in accumulated other comprehensive income, net of tax, by component | |||
Balances | 6,896 | 4,160 | |
Other comprehensive income (loss) before reclassifications | (847) | 3,298 | |
Amounts reclassified from accumulated other comprehensive income | (988) | (562) | |
OTHER COMPREHENSIVE INCOME (LOSS), net of tax | (1,835) | 2,736 | |
Balances | 5,061 | 6,896 | 4,160 |
Interest Rate Swap | |||
Changes in accumulated other comprehensive income, net of tax, by component | |||
Balances | 2,604 | 309 | |
Other comprehensive income (loss) before reclassifications | (1,341) | 2,295 | |
OTHER COMPREHENSIVE INCOME (LOSS), net of tax | (1,341) | 2,295 | |
Balances | 1,263 | 2,604 | 309 |
Foreign Currency Translation | |||
Changes in accumulated other comprehensive income, net of tax, by component | |||
Balances | (2,397) | (770) | |
Other comprehensive income (loss) before reclassifications | 397 | (1,627) | |
OTHER COMPREHENSIVE INCOME (LOSS), net of tax | 397 | (1,627) | |
Balances | $ (2,000) | $ (2,397) | $ (770) |
STOCKHOLDERS' EQUITY - Reclass
STOCKHOLDERS' EQUITY - Reclass (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Unrecognized Net Periodic Benefit Credit | ||
Significant reclassifications out of accumulated other comprehensive loss by component | ||
Tax expense | $ (342) | $ (195) |
Total, net of tax | 988 | 562 |
Amortization of net actuarial gain | ||
Significant reclassifications out of accumulated other comprehensive loss by component | ||
Total, pre-tax | $ 1,330 | $ 757 |
STOCKHOLDERS' EQUITY - Dividend
STOCKHOLDERS' EQUITY - Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Feb. 02, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Dividends on Common Stock | ||||||||||||
Dividends declared (in dollars per share) | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.08 | ||||
Dividend Amount | $ 2,846 | $ 2,887 | $ 2,894 | $ 2,915 | $ 2,938 | $ 2,965 | $ 2,949 | $ 1,978 | $ 11,542 | $ 10,830 | $ 8,139 | |
Subsequent Event | ||||||||||||
Dividends on Common Stock | ||||||||||||
Dividends declared (in dollars per share) | $ 0.12 |
STOCKHOLDERS' EQUITY - Treasury
STOCKHOLDERS' EQUITY - Treasury Stock Activity (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | ||||
Feb. 19, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 23, 2024 | Feb. 28, 2023 | |
Treasury Stock | ||||||
Cost of repurchased shares | $ 91,531 | $ 65,002 | $ 83,100 | |||
Purchases of treasury stock | $ (91,531) | $ (65,002) | (83,100) | |||
Forward contract for accelerated share repurchase | $ (25,000) | |||||
Treasury stock, at cost, shares | 6,460,137 | 5,529,383 | ||||
Stock Repurchase Program | ||||||
Treasury Stock | ||||||
Amount of stock repurchases authorized | $ 125,000 | |||||
Number of shares repurchased during the period | 930,754 | |||||
Cost of repurchased shares | $ 91,500 | |||||
Amount available for repurchase | $ 33,500 | |||||
Stock Repurchase Program | Subsequent Event | ||||||
Treasury Stock | ||||||
Amount of stock repurchases authorized | $ 125,000 | |||||
Number of shares repurchased during the period | 51,220 | |||||
Cost of repurchased shares | $ 6,100 | |||||
Stock Repurchase Program, 10b5-1 Plans | ||||||
Treasury Stock | ||||||
Number of shares repurchased during the period | 501,146 | |||||
Cost of repurchased shares | $ 47,600 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based compensation | |||
Number of shares authorized | 4,900,000 | ||
Restricted Stock Units | |||
Award activity | |||
Outstanding at the beginning of the period (in shares) | 1,023,251 | ||
Granted (in shares) | 149,350 | 164,739 | 136,295 |
Vested (in shares) | (381,724) | ||
Forfeited (in shares) | (65,444) | ||
Outstanding at the end of the period (in shares) | 725,433 | 1,023,251 | |
Weighted-Average Grant Date Fair Value | |||
Outstanding at the beginning of the period (in dollars per share) | $ 38.83 | ||
Granted (in dollars per share) | 86.53 | $ 78.57 | $ 86.96 |
Vested (in dollars per share) | 36.04 | ||
Forfeited (in dollars per share) | 51.97 | ||
Outstanding at the end of the period (in dollars per share) | $ 48.94 | $ 38.83 | |
Other disclosure | |||
Fair value of restricted stock awards vested | $ 34.2 | $ 48.1 | $ 36.4 |
Unrecognized compensation cost | $ 14 | ||
Weighted-average period of recognition of unrecognized compensation cost | 10 months 24 days |
EARNINGS PER SHARE - Basic And
EARNINGS PER SHARE - Basic And Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Basic, numerator: | |||
Net income from continuing operations | $ 142,164 | $ 294,648 | $ 210,459 |
Net income from discontinued operations | 53,269 | 3,561 | 3,062 |
Net income | $ 195,433 | $ 298,209 | $ 213,521 |
Basic, denominator: | |||
Weighted-average shares | 24,018,801 | 24,585,205 | 25,471,939 |
Basic earnings per common share | |||
Continuing operations (in dollars per share) | $ 5.92 | $ 11.98 | $ 8.26 |
Discontinued operations (in dollars per share) | 2.22 | 0.14 | 0.12 |
BASIC EARNINGS PER COMMON SHARE (in dollars per share) | $ 8.14 | $ 12.13 | $ 8.38 |
Diluted, numerator: | |||
Net income from continuing operations | $ 142,164 | $ 294,648 | $ 210,459 |
Net income from discontinued operations | 53,269 | 3,561 | 3,062 |
Net income | $ 195,433 | $ 298,209 | $ 213,521 |
Diluted, denominator: | |||
Weighted-average shares | 24,018,801 | 24,585,205 | 25,471,939 |
Effect of dilutive securities | 615,816 | 919,303 | 1,300,187 |
Adjusted weighted-average shares and assumed conversions | 24,634,617 | 25,504,508 | 26,772,126 |
Diluted earnings per common share | |||
Continuing operations (in dollars per share) | $ 5.77 | $ 11.55 | $ 7.86 |
Discontinued operations (in dollars per share) | 2.16 | 0.14 | 0.11 |
DILUTED EARNINGS PER COMMON SHARE (in dollars per share) | $ 7.93 | $ 11.69 | $ 7.98 |
OPERATING SEGMENT DATA - Revenu
OPERATING SEGMENT DATA - Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
REVENUES | |||
Revenues | $ 4,427,443 | $ 5,029,008 | $ 3,766,185 |
Asset Based | |||
REVENUES | |||
Revenues | 2,749,803 | 2,896,284 | 2,470,529 |
Asset-Light | |||
REVENUES | |||
Revenues | 1,673,399 | 2,128,394 | 1,291,679 |
Operating Segments | Asset Based | |||
REVENUES | |||
Revenues | 2,871,004 | 3,010,900 | 2,573,773 |
Operating Segments | Asset-Light | |||
REVENUES | |||
Revenues | 1,680,645 | 2,139,272 | 1,300,626 |
Other and eliminations | |||
REVENUES | |||
Revenues | $ (124,206) | $ (121,164) | $ (108,214) |
OPERATING SEGMENT DATA - Operat
OPERATING SEGMENT DATA - Operating Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING EXPENSES | |||||
Salaries, wages, and benefits | $ 1,781,304 | $ 1,728,653 | $ 1,527,533 | ||
Fuel, supplies, and expenses | 479,688 | 488,009 | 360,657 | ||
Depreciation and amortization | 145,349 | 138,159 | 122,560 | ||
Contingent consideration | (19,100) | 18,300 | |||
Lease impairment charges | $ 30,200 | 30,162 | |||
Gain on sale of subsidiary | (402) | (6,923) | |||
Other | 194,752 | 160,698 | 129,351 | ||
Total consolidated operating expenses | 4,254,824 | 4,634,482 | 3,489,207 | ||
Gain on sale of property and equipment | (4,797) | 11,650 | 8,520 | ||
Increase in fair value of equity investment | $ 3,700 | 3,739 | |||
Operating Segments | Asset Based | |||||
OPERATING EXPENSES | |||||
Salaries, wages, and benefits | 1,379,756 | 1,293,487 | 1,198,253 | ||
Fuel, supplies, and expenses | 361,355 | 378,558 | 266,139 | ||
Operating taxes and licenses | 55,918 | 52,290 | 49,461 | ||
Insurance | 52,025 | 47,382 | 37,800 | ||
Communications and utilities | 19,288 | 18,949 | 18,773 | ||
Depreciation and amortization | 104,165 | 97,322 | 93,799 | ||
Rents and purchased transportation | 338,575 | 441,167 | 364,345 | ||
Shared services | 279,248 | 281,698 | 263,532 | ||
(Gain) loss on sale of property and equipment and lease impairment charges | 982 | (12,468) | (8,676) | ||
Lease impairment charges | 700 | ||||
Innovative technology costs | 21,711 | 27,207 | 27,631 | ||
Other | 4,829 | 4,175 | 2,009 | ||
Total consolidated operating expenses | 2,617,852 | 2,629,767 | 2,313,066 | ||
Noncash gain on a like-kind property exchange of a service center | (4,300) | ||||
Operating Segments | Asset Based | Land and structures | |||||
OPERATING EXPENSES | |||||
Gain on sale of property and equipment | 8,600 | ||||
Operating Segments | Asset-Light | |||||
OPERATING EXPENSES | |||||
Purchased transportation | 1,435,604 | 1,784,668 | 1,097,332 | ||
Supplies and expenses | 12,094 | 13,955 | 8,661 | ||
Depreciation and amortization | 20,370 | 20,730 | 11,387 | ||
Shared services | 194,296 | 218,133 | 132,137 | ||
Contingent consideration | (19,100) | 18,300 | |||
Lease impairment charges | 14,407 | ||||
Legal settlement | 9,500 | ||||
Gain on sale of subsidiary | (402) | (6,923) | |||
Other | 25,745 | 31,163 | 11,635 | ||
Total consolidated operating expenses | 1,692,916 | 2,086,547 | 1,254,229 | ||
Other and eliminations | |||||
OPERATING EXPENSES | |||||
Depreciation and amortization | 20,814 | 20,107 | 17,374 | ||
Lease impairment charges | 15,100 | ||||
Total consolidated operating expenses | $ (55,944) | $ (81,832) | $ (78,088) |
OPERATING SEGMENT DATA - Oper_2
OPERATING SEGMENT DATA - Operating Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING INCOME (LOSS) | |||
Operating income | $ 172,619 | $ 394,526 | $ 276,978 |
OTHER INCOME (COSTS) | |||
Interest and dividend income | 14,728 | 3,873 | 1,226 |
Interest and other related financing costs | (9,094) | (7,726) | (8,914) |
Other, net | 8,662 | (2,370) | 3,797 |
TOTAL OTHER INCOME (COSTS) | 14,296 | (6,223) | (3,891) |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 186,915 | 388,303 | 273,087 |
Operating Segments | Asset Based | |||
OPERATING INCOME (LOSS) | |||
Operating income | 253,152 | 381,133 | 260,707 |
Operating Segments | Asset-Light | |||
OPERATING INCOME (LOSS) | |||
Operating income | (12,271) | 52,725 | 46,397 |
Other and eliminations | |||
OPERATING INCOME (LOSS) | |||
Operating income | $ (68,262) | $ (39,332) | $ (30,126) |
OPERATING SEGMENT DATA - Reve_2
OPERATING SEGMENT DATA - Revenue from Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
REVENUES | |||
Revenues | $ 4,427,443 | $ 5,029,008 | $ 3,766,185 |
Asset Based | |||
REVENUES | |||
Revenues | 2,749,803 | 2,896,284 | 2,470,529 |
Asset-Light | |||
REVENUES | |||
Revenues | 1,673,399 | 2,128,394 | 1,291,679 |
Corporate and other | |||
REVENUES | |||
Revenues | 4,241 | 4,330 | 3,977 |
Operating Segments | Asset Based | |||
REVENUES | |||
Revenues | 2,871,004 | 3,010,900 | 2,573,773 |
Operating Segments | Asset-Light | |||
REVENUES | |||
Revenues | 1,680,645 | 2,139,272 | 1,300,626 |
Intersegment revenues | |||
REVENUES | |||
Revenues | (128,447) | (125,494) | (112,191) |
Intersegment revenues | Asset Based | |||
REVENUES | |||
Revenues | 121,201 | 114,616 | 103,244 |
Intersegment revenues | Asset-Light | |||
REVENUES | |||
Revenues | 7,246 | 10,878 | 8,947 |
Other and eliminations | |||
REVENUES | |||
Revenues | $ (124,206) | $ (121,164) | $ (108,214) |
OPERATING SEGMENT DATA - Capita
OPERATING SEGMENT DATA - Capital expenditures, depreciation and amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING SEGMENT DATA | |||
CAPITAL EXPENDITURES, GROSS | $ 252,411 | $ 229,209 | $ 116,938 |
DEPRECIATION AND AMORTIZATION EXPENSE | 145,349 | 138,159 | 122,560 |
Amortization of intangibles | 12,829 | 12,920 | 5,357 |
Research and development costs | 52,400 | 40,800 | |
Other and eliminations | |||
OPERATING SEGMENT DATA | |||
CAPITAL EXPENDITURES, GROSS | 37,752 | 77,720 | 11,193 |
DEPRECIATION AND AMORTIZATION EXPENSE | 20,814 | 20,107 | 17,374 |
Assets acquired through notes payable | 3,400 | ||
Other and eliminations | Service center | |||
OPERATING SEGMENT DATA | |||
CAPITAL EXPENDITURES, GROSS | 37,500 | ||
Asset Based | Operating Segments | |||
OPERATING SEGMENT DATA | |||
CAPITAL EXPENDITURES, GROSS | 207,072 | 137,117 | 96,180 |
DEPRECIATION AND AMORTIZATION EXPENSE | 104,165 | 97,322 | 93,799 |
Assets acquired through notes payable | 33,500 | 79,000 | 59,700 |
Asset-Light | Operating Segments | |||
OPERATING SEGMENT DATA | |||
CAPITAL EXPENDITURES, GROSS | 7,587 | 14,372 | 9,565 |
DEPRECIATION AND AMORTIZATION EXPENSE | 20,370 | 20,730 | 11,387 |
Amortization of intangibles | $ 12,800 | $ 12,900 | $ 5,300 |
OPERATING SEGMENT DATA - Oper_3
OPERATING SEGMENT DATA - Operating Expenses by Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING EXPENSES | ||||
Salaries, wages, and benefits | $ 1,781,304 | $ 1,728,653 | $ 1,527,533 | |
Rents, purchased transportation, and other costs of services | 1,642,669 | 2,100,663 | 1,349,106 | |
Fuel, supplies, and expenses | 479,688 | 488,009 | 360,657 | |
Depreciation and amortization | 145,349 | 138,159 | 122,560 | |
Contingent consideration | (19,100) | 18,300 | ||
Lease impairment charges | $ 30,200 | 30,162 | ||
Other | 194,752 | 160,698 | 129,351 | |
Total consolidated operating expenses | 4,254,824 | 4,634,482 | 3,489,207 | |
Gain on sale of subsidiaries | 402 | 6,923 | ||
Gain on sale of property and equipment | (4,797) | 11,650 | 8,520 | |
Innovative technology costs | 52,400 | 40,800 | 32,800 | |
Operating Segments | Asset Based | ||||
OPERATING EXPENSES | ||||
Salaries, wages, and benefits | 1,379,756 | 1,293,487 | 1,198,253 | |
Fuel, supplies, and expenses | 361,355 | 378,558 | 266,139 | |
Depreciation and amortization | 104,165 | 97,322 | 93,799 | |
Lease impairment charges | 700 | |||
Other | 4,829 | 4,175 | 2,009 | |
Total consolidated operating expenses | 2,617,852 | 2,629,767 | 2,313,066 | |
Gain related to sale of property and equipment and sale of replaced equipment and like-kind exchange of service center property | 12,500 | |||
Operating Segments | Asset Based | Land and structures | ||||
OPERATING EXPENSES | ||||
Gain on sale of property and equipment | 8,600 | |||
Operating Segments | Asset-Light | ||||
OPERATING EXPENSES | ||||
Depreciation and amortization | 20,370 | 20,730 | 11,387 | |
Contingent consideration | (19,100) | 18,300 | ||
Lease impairment charges | 14,407 | |||
Other | 25,745 | 31,163 | 11,635 | |
Total consolidated operating expenses | 1,692,916 | 2,086,547 | 1,254,229 | |
Estimated settlement expense | 9,500 | |||
Gain on sale of subsidiaries | 402 | 6,923 | ||
Other and eliminations | ||||
OPERATING EXPENSES | ||||
Depreciation and amortization | 20,814 | 20,107 | 17,374 | |
Lease impairment charges | 15,100 | |||
Total consolidated operating expenses | $ (55,944) | $ (81,832) | $ (78,088) |
LEGAL PROCEEDINGS, ENVIRONMEN_2
LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2023 | Sep. 30, 2023 | |
Compliance issues under federal Clean Water Act | ||
Environmental Matters and Other Events | ||
Amount paid for civil penalties | $ 0.5 | |
Claim related to employee classification under Fair Labor Standards Act | Asset-Light | ||
Environmental Matters and Other Events | ||
Estimated settlement expense | $ 9.5 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Allowance for doubtful accounts receivable and revenue adjustments | |||
Changes in valuation and qualifying accounts and reserves | |||
Balance at Beginning of Period | $ 13,892 | $ 13,016 | $ 7,693 |
Additions, Charged to Costs and Expenses | 3,633 | 6,852 | 1,334 |
Additions, Charged to Other Accounts | 3,512 | 2,761 | 7,783 |
Deductions | 10,691 | 8,737 | 3,794 |
Balance at End of Period | 10,346 | 13,892 | 13,016 |
Allowance for other accounts receivable | |||
Changes in valuation and qualifying accounts and reserves | |||
Balance at Beginning of Period | 713 | 690 | 660 |
Additions, Charged to Costs and Expenses | 18 | 23 | 30 |
Balance at End of Period | 731 | 713 | 690 |
Allowance for deferred tax assets | |||
Changes in valuation and qualifying accounts and reserves | |||
Balance at Beginning of Period | 1,707 | 2,196 | 1,284 |
Deductions | (44) | 489 | (912) |
Balance at End of Period | $ 1,751 | $ 1,707 | $ 2,196 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ 195,433 | $ 298,209 | $ 213,521 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |