10-Q 1 odfl2015033110q.htm FORM 10-Q ODFL 2015.03.31 10Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM 10-Q
 _________________________________
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________ .
Commission File Number: 0-19582
_________________________________
OLD DOMINION FREIGHT LINE, INC.
(Exact name of registrant as specified in its charter)
 _________________________________
VIRGINIA
 
56-0751714
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
500 Old Dominion Way
Thomasville, NC 27360
(Address of principal executive offices)
(Zip Code)
(336) 889-5000
(Registrant’s telephone number, including area code)
 _________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x     No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer
o
 
 
 
 
Non-accelerated filer
o  (Do not check if a smaller reporting company)
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
As of May 6, 2015 there were 85,765,071 shares of the registrant’s Common Stock ($0.10 par value) outstanding.



INDEX



PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
OLD DOMINION FREIGHT LINE, INC.
CONDENSED BALANCE SHEETS
 
March 31,
 
 
 
2015
 
December 31,
(In thousands, except share and per share data)
(Unaudited)
 
2014
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
113,038

 
$
34,787

Customer receivables, less allowances of $9,738 and $9,069, respectively
317,705

 
303,170

Other receivables
7,445

 
44,730

Prepaid expenses and other current assets
28,711

 
21,085

Deferred income taxes
32,994

 
29,371

Total current assets
499,893

 
433,143

 
 
 
 
Property and equipment:
 
 
 
Revenue equipment
1,190,899

 
1,158,108

Land and structures
1,109,731

 
1,088,372

Other fixed assets
335,706

 
321,310

Leasehold improvements
6,326

 
6,982

Total property and equipment
2,642,662

 
2,574,772

Accumulated depreciation
(864,191
)
 
(831,527
)
Net property and equipment
1,778,471

 
1,743,245

 
 
 
 
Goodwill
19,463

 
19,463

Other assets
42,557

 
40,386

Total assets
$
2,340,384

 
$
2,236,237

 


Note: The Condensed Balance Sheet at December 31, 2014 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements.

















The accompanying notes are an integral part of these condensed financial statements.

1


OLD DOMINION FREIGHT LINE, INC.
CONDENSED BALANCE SHEETS
(CONTINUED)
 
March 31,
 
 
 
2015
 
December 31,
(In thousands, except share and per share data)
(Unaudited)
 
2014
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
48,955

 
$
45,314

Compensation and benefits
125,619

 
106,200

Claims and insurance accruals
43,964

 
42,271

Other accrued liabilities
27,250

 
26,139

Income taxes payable
47,938

 

Current maturities of long-term debt
27,956

 
35,714

Total current liabilities
321,682

 
255,638

 
 
 
 
Long-term liabilities:
 
 
 
Long-term debt
120,596

 
120,000

Other non-current liabilities
149,228

 
145,752

Deferred income taxes
205,617

 
220,783

Total long-term liabilities
475,441

 
486,535

Total liabilities
797,123

 
742,173

 
 
 
 
Commitments and contingent liabilities


 


 
 
 
 
Shareholders’ equity:
 
 
 
Common stock - $0.10 par value, 140,000,000 shares authorized, 85,913,659 and 86,094,297 shares outstanding at March 31, 2015 and December 31, 2014, respectively
8,591

 
8,609

Capital in excess of par value
134,401

 
134,401

Retained earnings
1,400,269

 
1,351,054

Total shareholders’ equity
1,543,261

 
1,494,064

Total liabilities and shareholders’ equity
$
2,340,384

 
$
2,236,237



Note: The Condensed Balance Sheet at December 31, 2014 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements.










The accompanying notes are an integral part of these condensed financial statements.

2


OLD DOMINION FREIGHT LINE, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
 
Three Months Ended 
 
 
March 31,
(In thousands, except share and per share data)
 
2015
 
2014
Revenue from operations
 
$
696,245

 
$
620,276

 
 
 
 
 
Operating expenses:
 
 
 
 
Salaries, wages and benefits
 
368,442

 
311,181

Operating supplies and expenses
 
88,049

 
106,294

General supplies and expenses
 
21,292

 
19,135

Operating taxes and licenses
 
22,274

 
19,050

Insurance and claims
 
10,042

 
7,973

Communications and utilities
 
6,775

 
6,734

Depreciation and amortization
 
38,788

 
34,092

Purchased transportation
 
30,148

 
29,136

Building and office equipment rents
 
2,278

 
2,506

Miscellaneous expenses, net
 
4,592

 
4,123

Total operating expenses
 
592,680

 
540,224

 
 
 
 
 
Operating income
 
103,565

 
80,052

 
 
 
 
 
Non-operating expense (income):
 
 
 
 
Interest expense
 
1,569

 
2,076

Interest income
 
(71
)
 
(33
)
Other expense, net
 
237

 
775

Total non-operating expense
 
1,735

 
2,818

 
 
 
 
 
Income before income taxes
 
101,830

 
77,234

 
 
 
 
 
Provision for income taxes
 
39,306

 
31,347

 
 
 
 
 
Net income
 
$
62,524

 
$
45,887

 
 
 
 
 
Earnings per share:
 
 
 

Basic
 
$
0.73

 
$
0.53

Diluted
 
$
0.73

 
$
0.53

 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
Basic
 
85,970,829

 
86,164,917

Diluted
 
85,970,829

 
86,164,917



The accompanying notes are an integral part of these condensed financial statements.

3


OLD DOMINION FREIGHT LINE, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
Three Months Ended
 
March 31,
(In thousands)
2015
 
2014
Cash flows from operating activities:
 
 
 
Net income
$
62,524

 
$
45,887

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
38,788

 
34,092

(Gain) loss on sale of property and equipment
(33
)
 
848

Deferred income taxes
(18,789
)
 
(1,702
)
Other operating activities, net
90,104

 
20,443

Net cash provided by operating activities
172,594

 
99,568

 
 
 
 
Cash flows from investing activities:
 
 
 
Purchase of property and equipment
(72,153
)
 
(79,818
)
Proceeds from sale of property and equipment
1,851

 
2,035

Net cash used in investing activities
(70,302
)
 
(77,783
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Principal payments under long-term debt agreements
(10,714
)
 
(10,715
)
Payments for share repurchases
(13,327
)
 

Net cash used in financing activities
(24,041
)
 
(10,715
)
 
 
 
 
Increase in cash and cash equivalents
78,251

 
11,070

Cash and cash equivalents at beginning of period
34,787

 
30,174

Cash and cash equivalents at end of period
$
113,038

 
$
41,244















The accompanying notes are an integral part of these condensed financial statements.

4


NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Significant Accounting Policies

Basis of Presentation

The accompanying unaudited, interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and, in management’s opinion, contain all adjustments (consisting of normal recurring items) necessary for a fair presentation, in all material respects, of the financial position and results of operations for the periods presented. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements.

The preparation of condensed financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Our operating results are subject to seasonal trends; therefore, the results of operations for the interim period ended March 31, 2015 are not necessarily indicative of the results that may be expected for subsequent quarterly periods or the year ending December 31, 2015.

The condensed financial statements should be read in conjunction with the financial statements and related notes, which appear in our Annual Report on Form 10-K for the year ended December 31, 2014. There have been no significant changes in the accounting principles and policies, long-term contracts or estimates inherent in the preparation of the condensed financial statements of Old Dominion Freight Line, Inc. as previously described in our Annual Report on Form 10-K for the year ended December 31, 2014.

Unless the context requires otherwise, references in these Notes to “Old Dominion,” the “Company,” “we,” “us” and “our” refer to Old Dominion Freight Line, Inc.

Fair Values of Financial Instruments

The carrying values of financial instruments in current assets and current liabilities approximate their fair value due to the short maturities of these instruments. The carrying value of our total long-term debt, including current maturities, and capital lease obligations was $148.6 million and $155.7 million at March 31, 2015 and December 31, 2014, respectively. The estimated fair value of our total long-term debt and capital lease obligations was $156.9 million and $165.5 million at March 31, 2015 and December 31, 2014, respectively. The fair value measurement of our senior notes was determined using a discounted cash flow analysis that factors in current market yields for comparable borrowing arrangements under our credit profile. Since this methodology is based upon market yields for comparable arrangements, the measurement is categorized as Level 2 under the three-level fair value hierarchy as established by the Financial Accounting Standards Board (the “FASB”).

Earnings Per Share

Earnings per share is computed using the weighted average number of common shares outstanding during the period.


5


NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Stock Repurchase Program

On November 10, 2014, we announced that our Board of Directors had approved a stock repurchase program authorizing us to repurchase up to an aggregate of $200.0 million of our outstanding common stock. We may repurchase shares from time-to-time in open market purchases or through privately negotiated transactions. The program expires on November 6, 2016. Shares of our common stock repurchased by us under the repurchase program are canceled at the time of repurchase and are authorized but unissued shares of our common stock. During the three months ended March 31, 2015, we repurchased 180,638 shares for $13.3 million. As of March 31, 2015, we had repurchased a total of 251,258 shares for $18.9 million, and $181.1 million remained authorized under the program.

Supplemental Disclosure of Noncash Investing and Financing Activities

Investing and financing activities that are not reported in the Statements of Cash Flows due to their non-cash nature are summarized below:
 
Three Months Ended
 
March 31,
(In thousands)
2015
 
2014
Acquisition of property and equipment by capital lease
$
3,552

 
$


Note 2. Long-Term Debt

Long-term debt consisted of the following:
(In thousands)
March 31,
2015
 
December 31,
2014
Senior notes
$
145,000

 
$
155,714

Revolving credit facility

 

Capitalized leases and other obligations
3,552

 

Total long-term debt and capital lease obligations
148,552

 
155,714

Less: Current maturities
(27,956
)
 
(35,714
)
Total maturities due after one year
$
120,596

 
$
120,000


We have two outstanding unsecured senior note agreements with an aggregate amount outstanding of $145.0 million at March 31, 2015. At December 31, 2014, we had three outstanding unsecured senior note agreements with an aggregate amount outstanding of $155.7 million. Our two remaining unsecured senior note agreements call for periodic principal payments with maturities that range from 2016 to 2021, of which $25.0 million is due in the next twelve months. Interest rates on these notes are fixed and range from 4.00% to 5.85%. The weighted average interest rate on our outstanding senior note agreements was 4.88% and 4.87% at March 31, 2015 and December 31, 2014, respectively.

We have a five-year, $200.0 million senior unsecured revolving credit facility pursuant to the terms of a second amended and restated credit agreement dated August 10, 2011, as amended on November 7, 2014 (the “Credit Agreement”), with Wells Fargo Bank, National Association (“Wells Fargo”) serving as administrative agent for the lenders. Of the $200.0 million line of credit commitments, $150.0 million may be used for letters of credit and $20.0 million may be used for borrowings under the Wells Fargo Sweep Plus Loan Program. We utilize the sweep program to manage our daily cash needs, as the sweep program automatically initiates borrowings to cover overnight cash requirements up to an aggregate of $20.0 million. In addition, we have the right to request an increase in our existing line of credit commitments by an additional $100.0 million in minimum increments of $25.0 million. At our option, revolving loans under the facility bear interest at either: (a) the Applicable Margin Percentage for Base Rate Loans plus the higher of Wells Fargo’s prime rate, the federal funds rate plus 0.5% per annum, or the one month LIBOR Rate plus 1.0% per annum; (b) the LIBOR Rate plus the Applicable Margin Percentage for LIBOR Loans; or (c) the LIBOR Market Index Rate (“LIBOR Index Rate”) plus the Applicable Margin Percentage for LIBOR Market Index Loans. The Applicable Margin Percentage is determined by a pricing grid in the Credit

6


NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Agreement and ranges from 1.0% to 1.875% based upon the ratio of debt to total capitalization. The Applicable Margin Percentage remained at 1.0% during each of the three months ended March 31, 2015 and 2014. Revolving loans under the sweep program bear interest at the LIBOR Index Rate. There were $68.1 million and $63.2 million of outstanding letters of credit at March 31, 2015 and December 31, 2014, respectively.

Capital lease obligations are collateralized by property and equipment with a book value of $3.6 million.

Note 3. Income Taxes

Our effective tax rate generally exceeds the federal statutory rate of 35% due to the impact of state taxes and, to a lesser extent, certain other non-deductible items.  For the three months ended March 31, 2015, our effective tax rate was 38.6% as compared to 40.6% for the same period in 2014.  Our effective tax rate for the three months ended March 31, 2014 was impacted by higher state taxes and other discrete tax adjustments.

Note 4. Commitments and Contingencies

We are involved in various legal proceedings and claims that have arisen in the ordinary course of our business and have not been fully adjudicated, some of which are covered in whole or in part by insurance. Certain of these claims include class-action allegations.  We do not believe that the resolution of any of these legal proceedings or claims will have a material adverse effect upon our financial position, results of operations or cash flows.


7


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

Overview

We are a leading, less-than-truckload (“LTL”), union-free motor carrier providing regional, inter-regional and national LTL services, which include ground and air expedited transportation and consumer household pickup and delivery through a single integrated organization. In addition to our core LTL services, we offer a broad range of value-added services including container drayage, international freight forwarding, truckload brokerage, supply chain consulting and warehousing. More than 95% of our revenue has historically been derived from transporting LTL shipments for our customers, whose demand for our services is generally tied to industrial production and the overall health of the U.S. domestic economy.

In analyzing the components of our revenue, we monitor changes and trends in our LTL services using the following key metrics, which exclude certain transportation and logistics services where pricing is generally not determined by weight, commodity or distance:

LTL Revenue Per Hundredweight - This measurement reflects the application of our pricing policies to the services we provide, which are influenced by competitive market conditions and our growth objectives. Generally, freight is rated by a class system, which is established by the National Motor Freight Traffic Association, Inc. Light, bulky freight typically has a higher class and is priced at higher revenue per hundredweight than dense, heavy freight. Fuel surcharges, accessorial charges, revenue adjustments and revenue for undelivered freight are included in this measurement. Revenue for undelivered freight is deferred for financial statement purposes in accordance with our revenue recognition policy; however, we believe including it in our revenue per hundredweight metrics results in a better indicator of changes in our yields by matching total billed revenue with the corresponding weight of those shipments.

Revenue per hundredweight is a commonly-used indicator of pricing trends, but this metric can be influenced by many other factors, such as changes in fuel surcharges, weight per shipment, length of haul and the class, or mix, of our freight. As a result, changes in revenue per hundredweight do not necessarily indicate actual changes in underlying base rates.

LTL Weight Per Shipment - Fluctuations in weight per shipment can indicate changes in the mix of freight we receive from our customers, as well as changes in the number of units included in a shipment. Generally, increases in weight per shipment indicate higher demand for our customers' products and overall increased economic activity. Changes in weight per shipment generally have an inverse effect on our revenue per hundredweight, as an increase in weight per shipment will typically cause a decrease in revenue per hundredweight.
  
Average Length of Haul - We consider lengths of haul less than 500 miles to be regional traffic, lengths of haul between 500 miles and 1,000 miles to be inter-regional traffic, and lengths of haul in excess of 1,000 miles to be national traffic. This metric is used to analyze our tonnage and pricing trends for shipments with similar characteristics, and also allows for comparison with other transportation providers serving specific markets. By analyzing this metric, we can determine the success and growth potential of our service products in these markets. Changes in length of haul generally have a direct effect on our revenue per hundredweight, as an increase in length of haul will typically cause an increase in revenue per hundredweight.

Our primary revenue focus is to increase “density,” which is shipment and tonnage growth within our existing infrastructure. Increases in density allow us to maximize our asset utilization and labor productivity, which we measure over many different functional areas of our operations including linehaul load factor, pickup and delivery (“P&D”) stops per hour, P&D shipments per hour, platform pounds handled per hour and platform shipments per hour. In addition to our focus on density and operating efficiencies, it is critical for us to obtain an appropriate yield on the shipments we handle. We manage our yields by focusing on individual account profitability. We believe yield management and improvements in efficiency are key components in our ability to produce profitable growth.

Our primary cost elements are direct wages and benefits associated with the movement of freight, operating supplies and expenses, which include fuel, and depreciation of our equipment fleet and service center facilities. We

8


gauge our overall success in managing costs by monitoring our operating ratio, a measure of profitability calculated by dividing total operating expenses by revenue, which also allows for industry-wide comparisons with our competition.

We continually upgrade our technological capabilities to improve our customer service and lower our operating costs. Our technology provides our customers with visibility of their shipments throughout our network, increases the productivity of our workforce and provides key metrics that we use to monitor and enhance our processes.

The following table sets forth, for the periods indicated, expenses and other items as a percentage of revenue from operations:
 
Three Months Ended 
 
March 31,
 
2015
 
2014
Revenue from operations
100.0
%
 
100.0
%
 
 
 
 
Operating expenses:
 
 
 
Salaries, wages and benefits
52.9

 
50.2

Operating supplies and expenses
12.6

 
17.1

General supplies and expenses
3.1

 
3.1

Operating taxes and licenses
3.2

 
3.1

Insurance and claims
1.4

 
1.3

Communications and utilities
1.0

 
1.1

Depreciation and amortization
5.6

 
5.5

Purchased transportation
4.3

 
4.7

Building and office equipment rents
0.3

 
0.4

Miscellaneous expenses, net
0.7

 
0.6

Total operating expenses
85.1

 
87.1

 
 
 
 
Operating income
14.9

 
12.9

 
 
 
 
Interest expense, net *
0.2

 
0.3

Other expense, net
0.1

 
0.1

 
 
 
 
Income before income taxes
14.6

 
12.5

 
 
 
 
Provision for income taxes
5.6

 
5.1

 
 
 
 
Net income
9.0
%
 
7.4
%
*
For the purpose of this table, interest expense is presented net of interest income.




9


Results of Operations

Key financial and operating metrics for the three-month periods ended March 31, 2015 and 2014 are presented below:
 
Three Months Ended 
 
March 31,
 
2015
 
2014
 
%
Change
Work days
63

 
63

 
 %
Revenue (in thousands)
$
696,245

 
$
620,276

 
12.2
 %
Operating ratio
85.1
%
 
87.1
%
 


Net income (in thousands)
$
62,524

 
$
45,887

 
36.3
 %
Diluted earnings per share
$
0.73

 
$
0.53

 
37.7
 %
LTL tons (in thousands)
1,872

 
1,680

 
11.4
 %
LTL shipments (in thousands)
2,344

 
2,065

 
13.5
 %
LTL weight per shipment (lbs.)
1,598

 
1,627

 
(1.8
)%
LTL revenue per hundredweight
$
18.08

 
$
18.00

 
0.4
 %
LTL revenue per shipment
$
288.83

 
$
292.95

 
(1.4
)%
Average length of haul (miles)
928

 
929

 
(0.1
)%

Our first quarter of 2015 financial results reflect strong increases in revenue, net income and earnings per diluted share as compared to the prior-year period. Revenue increased 12.2% and was driven by significant tonnage growth attributable in part to further market share gains. This tonnage growth contributed to greater density within our operations, and when combined with our yield management initiatives, led to improved profitability. As a result, our operating ratio for the first quarter of 2015 improved 200 basis points to 85.1%, which contributed to a 36.3% increase in net income and a 37.7% increase in earnings per diluted share as compared to the prior-year period.

Revenue

Revenue increased $76.0 million, or 12.2%, as compared to the first quarter of 2014 due primarily to the increase in tonnage, as well as improvement in yield. LTL tonnage increased 11.4% primarily due to a 13.5% increase in LTL shipments, which was partially offset by a 1.8% decline in LTL weight per shipment. We believe the increase in tonnage continues to be driven by further market share gains as the value of our premium service resonates with our customers.

LTL revenue per hundredweight increased 0.4% to $18.08 from $18.00 in the prior-year quarter, despite the significant decline in fuel surcharges. Revenue per hundredweight, excluding fuel surcharges, increased 6.2% over the prior-year quarter. Our improvements in revenue per hundredweight reflect both our commitment to a disciplined yield management process as well as the implementation of general rate increases in May 2014 and January 2015. We believe our focus on yield management has allowed us to offset rising operating costs, while also allowing us to invest in opportunities that can improve the quality of our service and provide capacity for future growth.

Most of our tariffs and contracts provide for a fuel surcharge that is generally indexed to the U. S. Department of Energy's published diesel fuel prices that reset each week. Our fuel surcharges are designed to offset fluctuations in the cost of petroleum-based products and are one of the many components included in the overall negotiated price we charge for our services. Fuel surcharge revenue decreased to 11.5% of our revenue for the first quarter of 2015 from 16.2% for the same period of 2014, primarily due to a decrease in the average price per gallon of diesel fuel between the periods compared. We regularly monitor the components of our pricing, including base freight rates and fuel surcharges. We also address any individual account profitability issues with our customers as part of our effort to minimize the negative impact on our profitability that would likely result from a rapid and significant change in any of our operating expenses.


10


Operating Costs and Other Expenses

Salaries, wages and benefits increased $57.3 million, or 18.4% in the first quarter of 2015 due to a $45.0 million increase in the costs for salaries and wages and a $12.3 million increase in benefit costs.  The increases in salaries and wages, excluding benefits, are primarily due to the 17.0% increase in the average number of full-time employees as compared to the first quarter of 2014 and the annual wage increase provided to employees in the third quarter of 2014. The increase in our full-time employees was due primarily to new drivers, platform employees and fleet technicians who were necessary to keep pace with our current and anticipated growth. As a result, our direct labor costs increased $32.3 million, or 19.5% as compared to the first quarter of 2014.

Employee benefit costs increased $12.3 million in the first quarter of 2015, which was driven by the increase in our average number of full-time employees. Our group health and dental plan costs increased during the first quarter of 2015 as compared to the first quarter of 2014, however, these costs improved as a percent of salaries and wages. As a result, our total employee benefit costs decreased to 33.1% of our salaries and wages for the first quarter of 2015 from 34.2% for the comparable quarter of 2014.

Operating supplies and expenses decreased $18.2 million in the first quarter of 2015 as compared to the same prior-year period. Diesel fuel, excluding fuel taxes, represents the largest component of operating supplies and expenses, and its cost can vary based on both average cost per gallon and consumption. Our diesel fuel costs decreased primarily due to a 34.6% decrease in our average cost per gallon during the first quarter of 2015 as compared to the same period of 2014. We do not use diesel fuel hedging instruments and are therefore subject to market price fluctuations. Our total miles increased 15.3% in the first quarter of 2015 as compared to the first quarter of 2014, while our gallons consumed only increased 12.8% during the same period. Our consumption trends continued to improve due to certain operational initiatives to increase our average miles per gallon as well as the increased use of newer, more fuel-efficient equipment. Other operating supplies and expenses, excluding diesel fuel, remained relatively consistent as a percent of revenue between the periods compared.

Depreciation and amortization expense increased $4.7 million as compared to the first quarter of 2014 primarily due to the execution of our 2014 and 2015 capital expenditure plans. Our capital expenditure plan for 2015 is higher than expenditures in 2014, and consequently we expect depreciation costs to increase in future periods. While our investments can increase our short-term costs, we believe these investments are necessary to support our growth initiatives.

Purchased transportation expense increased $1.0 million in the first quarter of 2015 as compared to the prior-year comparable period. We primarily utilize purchased transportation services from third-party providers to support our container drayage, truckload brokerage and international freight-forwarding services.  To a lesser extent, we also utilize purchased transportation to maximize the efficient movement of LTL freight within our service center network. We began an initiative to reduce our use of purchased transportation for LTL freight during the second half of 2014. As a result, our purchased transportation expenses decreased to 4.3% of revenue in the first quarter of 2015 from 4.7% of revenue in the first quarter of 2014.

Our effective tax rate generally exceeds the federal statutory rate of 35% due to the impact of state taxes and, to a lesser extent, certain other non-deductible items.  Our effective tax rate was 38.6% for the first quarter of 2015 as compared to 40.6% for the same period in 2014.  Our effective tax rate was higher in the first quarter of 2014 due to higher state taxes and other discrete tax adjustments.


11


Liquidity and Capital Resources

A summary of our cash flows is presented below:
 
Three Months Ended
 
March 31,
(In thousands)
2015
 
2014
Cash and cash equivalents at beginning of period
$
34,787

 
$
30,174

Cash flows provided by (used in):
 
 
 
Operating activities
172,594

 
99,568

Investing activities
(70,302
)
 
(77,783
)
Financing activities
(24,041
)
 
(10,715
)
Increase in cash and cash equivalents
78,251

 
11,070

Cash and cash equivalents at end of period
$
113,038

 
$
41,244


The change in our cash flows provided by operating activities during the first three months of 2015 was due primarily to the $16.6 million increase in net income over the first three months of 2014, the receipt of a $31.0 million refund of federal income taxes and other fluctuations in certain working capital accounts.

The change in our cash flows used in investing activities was primarily due to fluctuations in our capital expenditure plans as well as the timing of these expenditures during the year. The change in our capital expenditure plans is more fully described below in “Capital Expenditures.”

The change in our cash flows used in financing activities was due to repurchases of our common stock during the first quarter of 2015, which is more fully described below in "Stock Repurchase Program."

We have three primary sources of available liquidity: cash and cash equivalents, cash flows from operations and available borrowings under our senior unsecured revolving credit agreement, which is described below. We believe we also have sufficient access to debt and equity markets to provide other sources of liquidity, if needed.

Capital Expenditures

The table below sets forth our net capital expenditures for property and equipment, including capital assets obtained through capital leases and nonmonetary exchanges, for the three-month period ended March 31, 2015 and the years ended December 31, 2014, 2013 and 2012:
 
March 31,
 
December 31,
(In thousands)
2015
2014
 
2013
 
2012
Land and structures
$
21,285

 
$
117,487

 
$
126,424

 
$
143,701

Tractors
24,465

 
91,750

 
59,317

 
113,257

Trailers
11,578

 
80,853

 
70,042

 
83,405

Technology
8,271

 
38,264

 
15,032

 
13,950

Other
10,106

 
39,326

 
31,391

 
19,974

Proceeds from sales
(1,851
)
 
(21,866
)
 
(11,235
)
 
(12,018
)
Total
$
73,854

 
$
345,814

 
$
290,971

 
$
362,269


Our capital expenditure requirements are generally based upon the projected increase in the number and size of our service center facilities to support our plans for long-term growth, our planned tractor and trailer replacement cycle and forecasted tonnage growth. These requirements can vary from year to year depending on our needs for and the availability of property and equipment.

We currently estimate capital expenditures will be approximately $463.3 million for the year ending December 31, 2015. Approximately $164.7 million is allocated for the purchase of service center facilities, construction of new service center facilities or expansion of existing service center facilities, subject to the availability of suitable real

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estate and the timing of construction projects; approximately $271.8 million is allocated for the purchase of tractors, trailers and other equipment; and approximately $26.8 million is allocated for investments in technology and other assets. We expect to fund these capital expenditures primarily through cash flows from operations, our existing cash and cash equivalents and the use of our senior unsecured revolving credit facility, if needed. We believe our current sources of liquidity will be sufficient to satisfy our expected capital expenditures.

Stock Repurchase Program

On November 10, 2014, we announced that our Board of Directors had approved a stock repurchase program authorizing us to repurchase up to an aggregate of $200.0 million of our outstanding common stock. We may repurchase shares from time-to-time in open market purchases or through privately negotiated transactions. The program expires on November 6, 2016. Shares of our common stock repurchased by us under the repurchase program are canceled at the time of repurchase and are authorized but unissued shares of our common stock. During the three months ended March 31, 2015, we repurchased 180,638 shares for $13.3 million. As of March 31, 2015, we had repurchased a total of 251,258 shares for $18.9 million, and $181.1 million remained authorized under the program.

Financing Agreements

We have two outstanding unsecured senior note agreements with an aggregate amount outstanding of $145.0 million at March 31, 2015. At December 31, 2014, we had three outstanding unsecured senior note agreements with an aggregate amount outstanding of $155.7 million. Our two remaining unsecured senior note agreements call for periodic principal payments with maturities that range from 2016 to 2021, of which $25.0 million is due in the next twelve months. Interest rates on these notes are fixed and range from 4.00% to 5.85%. The weighted average interest rate on our outstanding senior note agreements was 4.88% and 4.87% at March 31, 2015 and December 31, 2014, respectively.

We have a five-year, $200.0 million senior unsecured revolving credit facility pursuant to the terms of a second amended and restated credit agreement dated August 10, 2011, as amended on November 7, 2014 (the “Credit Agreement”), with Wells Fargo Bank, National Association (“Wells Fargo”) serving as administrative agent for the lenders. Of the $200.0 million line of credit commitments, $150.0 million may be used for letters of credit and $20.0 million may be used for borrowings under the Wells Fargo Sweep Plus Loan Program. We utilize the sweep program to manage our daily cash needs, as the sweep program automatically initiates borrowings to cover overnight cash requirements up to an aggregate of $20.0 million. In addition, we have the right to request an increase in our existing line of credit commitments by an additional $100.0 million in minimum increments of $25.0 million.

The amounts outstanding and available borrowing capacity under the Credit Agreement are presented below:
(In thousands)
March 31,
2015
 
December 31,
2014
Facility limit
$
200,000

 
$
200,000

Line of credit borrowings

 

Outstanding letters of credit
(68,119
)
 
(63,192
)
Available borrowing capacity
$
131,881

 
$
136,808


With the exception of borrowings pursuant to the Credit Agreement, interest rates are fixed on all of our debt instruments. Therefore, short-term exposure to fluctuations in interest rates is limited to our line of credit facility. We do not currently use interest rate derivative instruments to manage exposure to interest rate changes.

Our Credit Agreement limits the amount of restricted payments, including dividends and/or share repurchases, to (i) $40.0 million during the same fiscal quarter or (ii) $200.0 million in the aggregate after November 7, 2014. We did not declare or pay a dividend on our common stock in the first three months of 2015, and we have no current plans to declare or pay a dividend during the remainder of 2015. As of March 31, 2015 we repurchased a total of $18.9 million of our common stock, of which $13.3 million was repurchased during the three months ended March 31, 2015. Our stock repurchases are more fully described above in “Stock Repurchase Program.”


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A significant decrease in demand for our services could limit our ability to generate cash flow and affect profitability. Most of our debt agreements have covenants that require stated levels of financial performance, which if not achieved could cause acceleration of the payment schedules. As of March 31, 2015, we were in compliance with these covenants. We do not anticipate a significant decline in business levels or financial performance that would cause us to violate any such covenants in the future, and we believe the combination of our existing Credit Agreement along with our additional borrowing capacity will be sufficient to meet foreseeable seasonal and long-term capital needs.

Critical Accounting Policies

In preparing our condensed financial statements, we applied the same critical accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2014 that affect judgments and estimates of amounts recorded for certain assets, liabilities, revenue and expenses.

Seasonality

Our tonnage levels and revenue mix are subject to seasonal trends common in the motor carrier industry, although other factors, such as changes in the economy, could cause variation in these trends. Operating margins in the first quarter are normally lower due to reduced shipments during the winter months. Harsh winter weather or natural disasters, such as hurricanes, tornados and floods, can also adversely impact our performance by reducing demand and increasing operating expenses. Freight volumes typically build to a peak in the third or early fourth quarter, which generally results in improved operating margins for those periods. We believe seasonal trends will continue to impact our business.

Environmental Regulation

We are subject to various federal, state and local environmental laws and regulations that govern, among other things: the emission and discharge of hazardous materials into the environment; the presence of hazardous materials at our properties or in our vehicles; fuel storage tanks; the transportation of certain materials; and the discharge or retention of storm water. Under certain environmental laws, we could also be held responsible for any costs relating to contamination at our past or present facilities and at third-party waste disposal sites, as well as costs associated with clean-up for accidents involving our vehicles. We do not believe that the cost of future compliance with current environmental laws or regulations will have a material adverse effect on our operations, financial condition, competitive position or capital expenditures for the remainder of fiscal year 2015 or fiscal year 2016. However, future changes to laws or regulations may adversely affect our operations and could result in unforeseen costs to our business.

Forward-Looking Information

Forward-looking statements appear in this report, including, but not limited to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in other written and oral statements made by or on behalf of us. These forward-looking statements include, but are not limited to, statements relating to our goals, strategies, expectations, competitive environment, regulation, availability of resources, future events and future financial performance. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements typically can be identified by such words as “anticipate,” “estimate,” “forecast,” “project,” “intend,” “expect,” “believe,” “should,” “could,” “may” or other similar words or expressions. We caution readers that such forward-looking statements involve risks and uncertainties, including, but not limited to, the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2014 and in other reports and statements that we file with the SEC. Such forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied herein, including, but not limited to, the following:

the competitive environment with respect to industry capacity and pricing, including the use of fuel surcharges, such that our total overall pricing is sufficient to cover our operating expenses;
our ability to collect fuel surcharges and the effectiveness of those fuel surcharges in mitigating the impact of fluctuating prices for fuel and other petroleum-based products;
the negative impact of any unionization, or the passage of legislation or regulations that could facilitate unionization, of our employees;

14


the challenges associated with executing our growth strategy, including the inability to successfully consummate and integrate any acquisitions;
changes in our goals and strategies, which are subject to change at any time at our discretion;
various economic factors such as economic recessions and downturns in customers' business cycles and shipping requirements;
increases in driver compensation or difficulties attracting and retaining qualified drivers to meet freight demand;
our exposure to claims related to cargo loss and damage, property damage, personal injury, workers' compensation, group health and group dental, including increased premiums, adverse loss development, increased self-insured retention levels and claims in excess of insured coverage levels;
cost increases associated with employee benefits, including compliance obligations associated with the Patient Protection and Affordable Care Act;
the availability and cost of capital for our significant ongoing cash requirements;
the availability and cost of new equipment and replacement parts, including regulatory changes and supply constraints that could impact the cost of these assets;
decreases in demand for, and the value of, used equipment;
the availability and cost of diesel fuel;
the costs and potential liabilities related to compliance with, or violations of, existing or future governmental laws and regulations, including environmental laws, engine emissions standards, hours-of-service for our drivers, driver fitness requirements and new safety standards for drivers and equipment;
the costs and potential liabilities related to litigation and governmental proceedings;
various risks arising from our international business operations and relationships;
the costs and potential adverse impact of compliance with, or violations of, current and future rules issued by the Department of Transportation, the Federal Motor Carrier Safety Administration, including its Compliance, Safety, Accountability initiative, and other regulatory agencies;
seasonal trends in the less-than-truckload industry, including harsh weather conditions;
our dependence on key employees;
the concentration of our stock ownership with the Congdon family;
the costs and potential adverse impact associated with future changes in accounting standards or practices;
potential costs associated with cyber incidents and other risks, including system failure, security breach, disruption by malware or other damage;
the impact of potential disruptions to our information technology systems or our service center network;
damage to our reputation from the misuse of social media;
dilution to existing shareholders caused by any issuance of additional equity; and
other risks and uncertainties described in our most recent Annual Report on Form 10-K and other filings with the SEC.

Our forward-looking statements are based upon our beliefs and assumptions using information available at the time the statements are made. We caution the reader not to place undue reliance on our forward-looking statements (i) as these statements are neither a prediction nor a guarantee of future events or circumstances and (ii) the assumptions, beliefs, expectations and projections about future events may differ materially from actual results. We undertake no obligation to publicly update any forward-looking statement to reflect developments occurring after the statement is made, except as otherwise required by law.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes to our market risk exposures during the first quarter of 2015. For a discussion of our exposure to market risk, refer to Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Item 4. Controls and Procedures

a)
Evaluation of disclosure controls and procedures

As of the end of the period covered by this quarterly report, our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation of the effectiveness of our disclosure controls and procedures in accordance with Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on the evaluation of our disclosure controls and procedures as of the end

15


of the period covered by this quarterly report, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (a) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure, and (b) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

b)
Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in various legal proceedings and claims that have arisen in the ordinary course of our business and have not been fully adjudicated, some of which are covered in whole or in part by insurance. Certain of these claims include class-action allegations.  We do not believe that the resolution of any of these legal proceedings or claims will have a material adverse effect upon our financial position, results of operations or cash flows.

Item 1A. Risk Factors

In addition to the other information set forth in this report and in our other reports and statements that we file with the SEC, including our quarterly reports on Form 10-Q, careful consideration should be given to the factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2014, which could materially affect our business, financial condition and future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information regarding our repurchases of our common stock during the first quarter of 2015:
 ISSUER PURCHASES OF EQUITY SECURITIES
 
 
 
 
 
 
 
 
 
 
 
Total Number of Shares Purchased
 
Average Price Paid per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Programs
 
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
 
 
January 1-31, 2015
 
106,154

 
$
74.26

 
106,154

 
$
186,584,671

February 1-28, 2015
 
62,556

 
$
72.26

 
62,556

 
$
182,064,078

March 1-31, 2015
 
11,928

 
$
77.41

 
11,928

 
$
181,140,750

Total
 
180,638

 
$
73.78

 
180,638

 
 

On November 10, 2014, we announced that our Board of Directors had approved a stock repurchase program authorizing us to repurchase up to an aggregate of $200.0 million of our outstanding common stock. We may repurchase shares from time-to-time in open market purchases or through privately negotiated transactions. The program expires on November 6, 2016. Shares of our common stock repurchased by us under the repurchase program are canceled at the time of repurchase and are authorized but unissued shares of our common stock.


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Item 6. Exhibits
Exhibit No.
Description
 
 
10.17.20
First Amendment to the Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan
 
 
10.19.10
2015 Declaration of Amendment to the Old Dominion Freight Line, Inc. Phantom Stock Plan
 
 
10.20.4
Third Amendment to the 2006 Nonqualified Deferred Compensation Plan of Old Dominion Freight Line, Inc.
 
 
31.1
Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
31.2
Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
32.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
32.2
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
101
The following financial information from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015, formatted in XBRL (eXtensible Business Reporting Language) includes: (i) the Condensed Balance Sheets at March 31, 2015 and December 31, 2014, (ii) the Condensed Statements of Operations for the three months ended March 31, 2015 and 2014, (iii) the Condensed Statements of Cash Flows for the three months ended March 31, 2015 and 2014, and (iv) the Notes to the Condensed Financial Statements
 
 
 

Our SEC file number reference for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 0-19582.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
 
 
 
 
OLD DOMINION FREIGHT LINE, INC.

 
 
 
 
 
DATE:
May 7, 2015
 
 
/s/  J. WES FRYE        
 
 
 
 
J. Wes Frye
 
 
 
 
Senior Vice President – Finance and Chief Financial Officer
(Principal Financial Officer)
 
 
 
 
 
DATE:
May 7, 2015
 
 
/s/  JOHN P. BOOKER, III        
 
 
 
 
John P. Booker, III
 
 
 
 
Vice President - Controller
(Principal Accounting Officer)

18


EXHIBIT INDEX
TO QUARTERLY REPORT ON FORM 10-Q
Exhibit No.
Description
 
 
10.17.20
First Amendment to the Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan
 
 
10.19.10
2015 Declaration of Amendment to the Old Dominion Freight Line, Inc. Phantom Stock Plan
 
 
10.20.4
Third Amendment to the 2006 Nonqualified Deferred Compensation Plan of Old Dominion Freight Line, Inc.
 
 
31.1
Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
31.2
Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
32.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
32.2
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
101
The following financial information from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015, formatted in XBRL (eXtensible Business Reporting Language) includes: (i) the Condensed Balance Sheets at March 31, 2015 and December 31, 2014, (ii) the Condensed Statements of Operations for the three months ended March 31, 2015 and 2014, (iii) the Condensed Statements of Cash Flows for the three months ended March 31, 2015 and 2014, and (iv) the Notes to the Condensed Financial Statements
 
 
 


Our SEC file number reference for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 0-19582.


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