8-K

June 30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 4, 2021 (May 4, 2021)

ARCBEST CORPORATION

(Exact name of registrant as specified in its charter)

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

8401 McClure Drive

Fort Smith, Arkansas 72916

(479) 785-6000

(Address, including zip code, and telephone number, including area code, of

the registrant's principal executive offices)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.01 Par Value	ARCB	Nasdaq

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

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

ITEM 2.02 – RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 4, 2021, ArcBest^® (Nasdaq: ARCB) (the “Company”) issued a press release announcing its unaudited first quarter 2021 results. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. Additional supplemental and other information to be used in connection with the scheduled conference call to discuss the first quarter results is furnished as Exhibit 99.2 to this Current Report on Form 8­-K and incorporated herein by reference.

The Company reports its financial results in accordance with generally accepted accounting principles (“GAAP”). However, management believes that certain non-GAAP financial measures and ratios and other information utilized for internal analysis provide analysts, investors, and others the same information that we use internally for purposes of assessing the Company’s core operating performance and provide meaningful comparisons between current and prior period results, as well as important information regarding performance trends. The use of certain non-GAAP measures improves comparability in analyzing ArcBest’s performance because it removes the impact of items from operating results that, in management’s opinion, do not reflect ArcBest’s core operating performance.

The press release in Exhibit 99.1 and the supplemental and other information in Exhibit 99.2 include certain non-GAAP information. Certain information discussed in the scheduled conference call could also be considered non-GAAP measures. Reconciliations of the non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in Exhibit 99.1 herein, including reconciliations of GAAP earnings and earnings per share to non-GAAP financial measures, reconciliations of GAAP to non-GAAP effective tax rates, and calculations of adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”).

Management believes EBITDA and Adjusted EBITDA to be relevant and useful information as EBITDA is a standard measure commonly reported and widely used by analysts, investors and others to measure financial performance and ability to service debt obligations. Additionally, Adjusted EBITDA is a primary component of the financial covenants contained in ArcBest’s credit agreement. Other companies may calculate EBITDA and Adjusted EBITDA differently; therefore, ArcBest’s calculation of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, ArcBest’s reported results. These financial measures should not be construed as better measurements than operating income, operating cash flow, net income or earnings per share, as determined under GAAP.

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description of Exhibit
99.1	Press release of ArcBest dated May 4, 2021
99.2	Supplemental and other information
104	Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

SIGNATURES

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

		ARCBEST CORPORATION
		(Registrant)
Date:	May 4, 2021	/s/ Michael R. Johns
		Michael R. Johns
		Vice President – General Counsel
		and Corporate Secretary

EX-99.1

Exhibit 99.1

Investor Relations Contact: David Humphrey

Title: Vice President – Investor Relations

Phone: 479-785-6200

Email: dhumphrey@arcb.com

ArcBest^® Announces First Quarter 2021 Results

● First quarter 2021 revenue of $829.2 million, and net income of $23.4 million, or $0.87 per diluted share.  On a non-GAAP¹ basis, first quarter 2021 net income of $27.2 million, or $1.01 per diluted share.

● Record quarterly revenue that increased 18% over last year.

● First quarter operating income, which increased more than three times over first quarter 2020, was the best in ArcBest’s history.

FORT SMITH, Arkansas, May 4, 2021 — ArcBest^® (Nasdaq: ARCB), a leader in supply chain logistics, today reported first quarter 2021 revenue of $829.2million compared to first quarter 2020 revenue of $701.4million.  ArcBest’s first quarter 2021 operating income was $32.2million and net income was $23.4 million, or $0.87 per diluted share compared to first quarter 2020 operating income of $7.8 million and net income of $1.9 million, or $0.07 per diluted share.

Excluding certain items in both periods as identified in the attached reconciliation tables, non-GAAP operating income was $39.1 million in first quarter 2021 compared to first quarter 2020 operating income of $12.4 million.  On a non-GAAP basis, net income was $27.2 million, or $1.01 per diluted share in first quarter 2021 compared to first quarter 2020 net income of $9.4 million, or $0.36 per diluted share.

“We’re pleased to report our best-ever operating income for the first quarter as well as increased revenue and profitability in what is historically the most challenging quarter of the year,” said Judy R. McReynolds, ArcBest chairman, president and CEO. “These strong results reflect our ability to create solutions to support our customers as they continue to face supply chain challenges associated with their rebound from the COVID-19 pandemic.”

1. U.S. Generally Accepted Accounting Principles

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First Quarter Results of Operations Comparisons

Asset-Based

First Quarter 2021 Versus First Quarter 2020

● Revenue of $556.3 million compared to $515.7 million, a per-day increase of 9.6 percent.

● Total tonnage per day increase of 1.8 percent, with a mid-single-digit percentage increase in LTL-rated tonnage partially offset by a double-digit percentage decrease in TL-rated spot shipment tonnage moving in the Asset-Based network.

● Total shipments per day increase of 2.6 percent including a 3.0 percent increase in LTL-rated shipments per day and an increase of 2.6 percent in LTL-rated weight per shipment which was positively impacted by first quarter freight mix changes.

● Total billed revenue per hundredweight increased 8.8 percent and was negatively impacted by lower fuel surcharges.  Revenue per hundredweight on LTL-rated business, excluding fuel surcharge, improved by a percentage in the mid-single digits.

● Operating income of $30.1 million and an operating ratio of 94.6 percent compared to the prior year quarter operating income of $13.2 million and an operating ratio of 97.4 percent.  On a non-GAAP basis, operating income of $36.9 million and an operating ratio of 93.4 percent compared to the prior year quarter operating income of $17.8 million and an operating ratio of 96.5 percent.

As shippers are experiencing improving trends in their businesses, greater demand for ArcBest’s Asset-Based services resulted in increased first quarter revenue and higher profitability.  Shipment and tonnage growth during the quarter was also positively impacted by unseasonal strength in the housing market associated with a shift in buyer demand due to the pandemic.  In response to customer requirements, more local and linehaul purchased transportation was used to supplement the Asset-Based network, and thus these costs increased as a percent of total revenue.  Despite challenges from adverse weather in February, overall freight handling productivity in the quarter improved compared to the prior year.  Utilization of previously implemented network optimization technologies positively contributed to cost efficiencies and improved profits.  ArcBest’s on-going yield management initiatives, combined with the continuing strong, rational marketplace pricing environment, were significant contributors to the improved operating income.    Gains on the sale of assets were higher due to the previously disclosed sale of an unutilized property, and totaled $8.7 million in first quarter 2021 compared to $2.2 million in first quarter 2020.  

Asset-Light^‡

First Quarter 2021 Versus First Quarter 2020

● Revenue of $311.5 million compared to $217.2 million, a per-day increase of 45.7 percent.

● Operating income of $9.3 million compared to an operating loss of $0.4 million.

● Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) of$12.1 million compared to Adjusted EBITDA of $2.5 million.

Strong first quarter revenue growth in the Asset-Light ArcBest segment resulted from the positive impacts of continuing strength in customer demand combined with higher rates driven by limited availability of equipment capacity in the marketplace.  During the first quarter, all ArcBest asset-light service offerings experienced solid growth and improved demand.  Customers’ growing need for comprehensive, managed logistics solutions continued to positively contribute to improved financial results.  The benefits of ArcBest’s strong relationships with carrier partners enhanced the ability to effectively serve customers, though the rising cost of equipment capacity pressured margins.  The utilization of internally developed technologies, that improves the efficiency of matching customer needs with available capacity resources, is positively contributing to improved cost efficiencies on the strong revenue and shipment growth and enables a superior customer experience.

At FleetNet, increases in roadside events contributed to higher total revenue and first quarter operating income was comparable with the previous year period.

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Closing Comments

“We are experiencing a strong start to 2021 and I’m proud of the work our leaders and employees are doing on behalf of our customers as their businesses normalize,” McReynolds said.“Providing assured capacity is a shared mindset of employees across our organization.”

NOTE

‡ - The ArcBest and FleetNet reportable segments, combined, represent Asset-Light operations.

Conference Call

ArcBest will host a conference call with company executives to discuss the 2021 first quarter results.  The call will be today, Tuesday, May 4, at 9:30 a.m. EDT (8:30 a.m. CDT). Interested parties are invited to listen by calling (800) 682-8539. Following the call, a recorded playback will be available through the end of the day on June 15, 2021. To listen to the playback, dial (800) 633-8284 or (402) 977-9140 (for international callers). The conference call ID for the playback is 21992915. The conference call and playback can also be accessed, through June 15, 2021, on ArcBest’s website at arcb.com.

About ArcBest

ArcBest^® (Nasdaq: ARCB) is a leading logistics company with creative problem solvers who deliver innovative solutions for our customers’ supply chain needs.  We'll find a way to deliver knowledge, expertise and a can-do attitude with every shipment and supply chain solution, household move or vehicle repair.  At ArcBest, we’re More Than Logistics^®. For more information, visit arcb.com.

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995:Certain statements and information in this press release concerning results for the three months ended March 31, 2021 may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “foresee,” “intend,” “may,” “plan,” “predict,” “project,” “scheduled,” “should,” “would,” and similar expressions and the negatives of such terms are intended to identify forward-looking statements. These statements are based on management’s beliefs, assumptions, and expectations based on currently available information, are not guarantees of future performance, and involve certain risks and uncertainties (some of which are beyond our control). Although we believe that the expectations reflected in these forward-looking statements are reasonable as and when made, we cannot provide assurance that our expectations will prove to be correct. Actual outcomes and results could materially differ from what is expressed, implied, or forecasted in these statements due to a number of factors, including, but not limited to: widespread outbreak of an illness or disease, including the COVID-19 pandemic and its effects, or any other public health crisis, as well as regulatory measures implemented in response to such events; external events which may adversely affect us or the third parties who provide services for us, for which our business continuity plans may not adequately prepare us; a failure of our information systems, including disruptions or failures of services essential to our operations or upon which our information technology platforms rely, data breach, and/or cybersecurity incidents; interruption or failure of third-party software or information technology systems or licenses; untimely or ineffective development and implementation of, or failure to realize potential benefits associated with, new or enhanced technology or processes, including the pilot test program at ABF Freight; the loss or reduction of business from large customers; the ability to manage our cost structure, and the timing and performance of growth initiatives; maintaining our corporate reputation and intellectual property rights; competitive initiatives and pricing pressures; increased prices for and decreased availability of new revenue equipment, decreases in value of used revenue equipment, and higher costs of equipment-related operating expenses such as maintenance, fuel, and related taxes; availability of fuel, the effect of volatility in fuel prices and the associated changes in fuel surcharges on securing increases in base freight rates, and the inability to collect fuel surcharges; relationships with employees, including unions, and our ability to attract, retain, and develop employees; unfavorable terms of, or the inability to reach agreement on, future collective bargaining agreements or a workforce stoppage by our employees covered under ABF Freight’s collective bargaining agreement; union employee wages and benefits, including changes in required contributions to multiemployer plans; availability and cost of reliable third-party services; our ability to secure independent owner operators and/or operational or regulatory issues related to our use of their services; litigation or claims asserted against us; governmental regulations; environmental laws and regulations, including emissions-control regulations; default on covenants of financing arrangements and the availability and terms of future financing arrangements; self-insurance claims and insurance premium costs; potential impairment of goodwill and intangible assets; general economic conditions and related shifts in market demand that impact the performance and needs of industries we serve and/or limit our customers’ access to adequate financial resources; seasonal fluctuations and adverse weather conditions; and other financial, operational, and legal risks and uncertainties detailed from time to time in ArcBest Corporation’s public filings with the Securities and Exchange Commission (the “SEC”).

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For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.

Financial Data and Operating Statistics

The following tables show financial data and operating statistics on ArcBest^® and its reportable segments.

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ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended
	March 31
	2021		2020
	(Unaudited)
	($ thousands, except share and per share data)
REVENUES	$	829,213	$	701,399
OPERATING EXPENSES		797,022		693,580
OPERATING INCOME		32,191		7,819
OTHER INCOME (COSTS)
Interest and dividend income		392		1,375
Interest and other related financing costs		(2,428)		(2,947)
Other, net		1,192		(3,862)
		(844)		(5,434)
INCOME BEFORE INCOME TAXES		31,347		2,385
INCOME TAX PROVISION		7,986		483
NET INCOME	$	23,361	$	1,902
EARNINGS PER COMMON SHARE
Basic	$	0.92	$	0.07
Diluted	$	0.87	$	0.07
AVERAGE COMMON SHARES OUTSTANDING
Basic		25,454,921		25,390,377
Diluted		26,930,402		26,246,800
CASH DIVIDENDS DECLARED PER COMMON SHARE	$	0.08	$	0.08

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ARCBEST CORPORATION

CONSOLIDATED BALANCE SHEETS

	March 31		December 31
	2021		2020
	(Unaudited)		Note
	($ thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	301,542	$	303,954
Short-term investments		59,316		65,408
Accounts receivable, less allowances (2021 - $7,736; 2020 - $7,851)		344,242		320,870
Other accounts receivable, less allowances (2021 - $662; 2020 - $660)		13,766		14,343
Prepaid expenses		40,356		37,774
Prepaid and refundable income taxes		4,604		11,397
Other		4,893		4,422
TOTAL CURRENT ASSETS		768,719		758,168
PROPERTY, PLANT AND EQUIPMENT
Land and structures		344,282		342,178
Revenue equipment		914,140		916,760
Service, office, and other equipment		235,727		233,810
Software		169,004		163,193
Leasehold improvements		15,534		15,156
		1,678,687		1,671,097
Less allowances for depreciation and amortization		1,015,989		992,407
		662,698		678,690
GOODWILL		88,320		88,320
INTANGIBLE ASSETS, NET		54,028		54,981
OPERATING RIGHT-OF-USE ASSETS		111,412		115,195
DEFERRED INCOME TAXES		6,289		6,158
OTHER LONG-TERM ASSETS		76,549		77,496
	$	1,768,015	$	1,779,008
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	177,885	$	170,898
Income taxes payable		—		316
Accrued expenses		235,161		246,746
Current portion of long-term debt		66,064		67,105
Current portion of operating lease liabilities		21,632		21,482
TOTAL CURRENT LIABILITIES		500,742		506,547
LONG-TERM DEBT, less current portion		200,773		217,119
OPERATING LEASE LIABILITIES, less current portion		94,473		97,839
POSTRETIREMENT LIABILITIES, less current portion		18,518		18,555
OTHER LONG-TERM LIABILITIES		33,992		37,948
DEFERRED INCOME TAXES		67,608		72,407
STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2021: 29,057,374 shares; 2020: 29,045,309 shares		291		290
Additional paid-in capital		344,542		342,354
Retained earnings		617,256		595,932
Treasury stock, at cost, 2021: 3,671,861 shares; 2020: 3,656,938 shares		(112,174)		(111,173)
Accumulated other comprehensive income		1,994		1,190
TOTAL STOCKHOLDERS’ EQUITY		851,909		828,593
	$	1,768,015	$	1,779,008

Note:  The balance sheet at December 31, 2020 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

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ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended
	March 31
	2021		2020
	Unaudited
	($ thousands)
OPERATING ACTIVITIES
Net income	$	23,361	$	1,902
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		29,387		28,032
Amortization of intangibles		967		981
Pension settlement expense		—		89
Share-based compensation expense		2,354		2,181
Provision for losses on accounts receivable		(96)		1,383
Change in deferred income taxes		(4,998)		(2,815)
Gain on sale of property and equipment		(8,635)		(2,130)
Changes in operating assets and liabilities:
Receivables		(22,568)		3,874
Prepaid expenses		(2,582)		(3,429)
Other assets		(164)		5,800
Income taxes		6,376		2,949
Operating right-of-use assets and lease liabilities, net		567		(138)
Accounts payable, accrued expenses, and other liabilities		(1,435)		(15,550)
NET CASH PROVIDED BY OPERATING ACTIVITIES		22,534		23,129
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of financings		(9,588)		(6,738)
Proceeds from sale of property and equipment		10,079		4,692
Purchases of short-term investments		(18,130)		(73,973)
Proceeds from sale of short-term investments		24,418		12,210
Capitalization of internally developed software		(5,705)		(3,342)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		1,074		(67,151)
FINANCING ACTIVITIES
Borrowings under credit facilities		—		180,000
Borrowings under accounts receivable securitization program		—		45,000
Payments on long-term debt		(17,387)		(14,598)
Net change in book overdrafts		(5,434)		(10,869)
Payment of common stock dividends		(2,037)		(2,033)
Purchases of treasury stock		(1,001)		(3,162)
Payments for tax withheld on share-based compensation		(161)		(60)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(26,020)		194,278
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(2,412)		150,256
Cash and cash equivalents at beginning of period		303,954		201,909
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	301,542	$	352,165
NONCASH INVESTING ACTIVITIES
Accruals for equipment received	$	233	$	39
Lease liabilities arising from obtaining right-of-use assets	$	1,959	$	10,370

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ARCBEST CORPORATION

FINANCIAL STATEMENT OPERATING SEGMENT DATA AND OPERATING RATIOS

	Three Months Ended
	March 31
	2021				2020
	Unaudited
	($ thousands, except percentages)
REVENUES
Asset-Based	$	556,292			$	515,713
ArcBest		252,336				164,775
FleetNet		59,163				52,439
Total Asset-Light		311,499				217,214
Other and eliminations		(38,578)				(31,528)
Total consolidated revenues	$	829,213			$	701,399
OPERATING EXPENSES
Asset-Based
Salaries, wages, and benefits	$	285,694	51.4	%	$	283,838	55.0	%
Fuel, supplies, and expenses		60,841	10.9			61,225	11.9
Operating taxes and licenses		12,248	2.2			12,794	2.5
Insurance		8,939	1.6			7,824	1.5
Communications and utilities		4,970	0.9			4,711	0.9
Depreciation and amortization		23,484	4.2			23,270	4.5
Rents and purchased transportation		75,588	13.6			55,770	10.8
Shared services		55,866	10.1			48,885	9.5
Gain on sale of property and equipment(1)		(8,695)	(1.6)			(2,164)	(0.4)
Innovative technology costs(2)		6,868	1.2			4,533	0.9
Other		434	0.1			1,787	0.3
Total Asset-Based		526,237	94.6	%		502,473	97.4	%
ArcBest
Purchased transportation		210,995	83.6	%		137,182	83.3	%
Supplies and expenses		2,568	1.0			2,280	1.4
Depreciation and amortization(3)		2,386	1.0			2,470	1.5
Shared services		26,072	10.3			21,727	13.2
Other		2,050	0.8			2,525	1.5
		244,071	96.7	%		166,184	100.9	%
FleetNet		58,140	98.3	%		51,399	98.0	%
Total Asset-Light		302,211				217,583
Other and eliminations(4)		(31,426)				(26,476)
Total consolidated operating expenses	$	797,022	96.1	%	$	693,580	98.9	%
OPERATING INCOME (LOSS)
Asset-Based	$	30,055			$	13,240
ArcBest		8,265				(1,409)
FleetNet		1,023				1,040
Total Asset-Light		9,288				(369)
Other and eliminations(4)		(7,152)				(5,052)
Total consolidated operating income	$	32,191			$	7,819

1) The three months ended March 31, 2021 includes an $8.6 million gain on the sale of an unutilized service center property.

2) Represents costs associated with the freight handling pilot test program at ABF Freight.

3) Depreciation and amortization consists primarily of amortization of intangibles, including customer relationships, and software associated with acquired businesses.

4) “Other and eliminations” includes corporate costs for certain unallocated shared service costs which are not attributable to any segment, additional investments to offer comprehensive transportation and logistics services across multiple operating segments, and other investments in ArcBest technology and innovations, including innovative technology costs.

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ARCBEST CORPORATION

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES

Non-GAAP Financial Measures

We report our financial results in accordance with generally accepted accounting principles (“GAAP”). However, management believes that certain non-GAAP performance measures and ratios utilized for internal analysis provide analysts, investors, and others the same information that we use internally for purposes of assessing our core operating performance and provides meaningful comparisons between current and prior period results, as well as important information regarding performance trends. The use of certain non-GAAP measures improves comparability in analyzing our performance because it removes the impact of items from operating results that, in management's opinion, do not reflect our core operating performance. Other companies may calculate non-GAAP measures differently; therefore, our calculation may not be comparable to similarly titled measures of other companies. Certain information discussed in the scheduled conference call could be considered non-GAAP measures. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our reported results. These financial measures should not be construed as better measurements than operating income, operating cash flow, net income or earnings per share, as determined under GAAP.

	Three Months Ended
	March 31
	2021		2020
ArcBest Corporation - Consolidated	(Unaudited)
	($ thousands, except per share data)
Operating Income
Amounts on GAAP basis	$	32,191	$	7,819
Innovative technology costs, pre-tax(1)		6,910		4,600
Non-GAAP amounts	$	39,101	$	12,419
Net Income
Amounts on GAAP basis	$	23,361	$	1,902
Innovative technology costs, after-tax (includes related financing costs)(1)		5,261		3,570
Nonunion pension expense, including settlement expense, after-tax(2)		—		66
Life insurance proceeds and changes in cash surrender value		(1,266)		3,805
Tax expense (benefit) from vested RSUs(3)		(135)		20
Non-GAAP amounts	$	27,221	$	9,363
Diluted Earnings Per Share
Amounts on GAAP basis	$	0.87	$	0.07
Innovative technology costs, after-tax (includes related financing costs)(1)		0.20		0.14
Nonunion pension expense, including settlement expense, after-tax(2)		—		—
Life insurance proceeds and changes in cash surrender value		(0.05)		0.14
Tax expense (benefit) from vested RSUs(3)		(0.01)		—
Non-GAAP amounts(4)	$	1.01	$	0.36

1) Represents costs associated with the freight handling pilot test program at ABF Freight.

2) For the three months ended March 31, 2020, represents pension settlement expense related to the Company’s supplemental benefit plan.

3) The Company recognized the tax impact for the vesting of share-based compensation resulting in excess tax expense (benefit) during the three months ended March 31, 2021 and 2020.

4) Non-GAAP EPS is calculated in total and may not foot due to rounding.

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ARCBEST CORPORATION

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES – Continued

	Three Months Ended
	March 31
	2021				2020
Segment Operating Income Reconciliations	(Unaudited)
	($ thousands, except percentages)
Asset-Based Segment
Operating Income ($) and Operating Ratio (% of revenues)
Amounts on GAAP basis	$	30,055	94.6	%	$	13,240	97.4	%
Innovative technology costs, pre-tax(1)		6,868	(1.2)			4,533	(0.9)
Non-GAAP amounts	$	36,923	93.4	%	$	17,773	96.5	%
Other and Eliminations
Operating Loss ($)
Amounts on GAAP basis	$	(7,152)			$	(5,052)
Innovative technology costs, pre-tax(1)		42				67
Non-GAAP amounts	$	(7,110)			$	(4,985)

1) Represents costs associated with the freight handling pilot test program at ABF Freight.

10

ARCBEST CORPORATION

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES – Continued

Effective Tax Rate Reconciliation
ArcBest Corporation - Consolidated
(Unaudited)
($ thousands, except percentages)	Three Months Ended March 31, 2021
			Other		Income		Income
	Operating		Income		Before Income		Tax		Net
	Income		(Costs)		Taxes		Provision		Income		Tax Rate(4)
Amounts on GAAP basis	$	32,191	$	(844)	$	31,347	$	7,986	$	23,361	25.5	%
Innovative technology costs(1)		6,910		174		7,084		1,823		5,261	25.7
Life insurance proceeds and changes in cash surrender value		—		(1,266)		(1,266)		—		(1,266)	—
Tax benefit from vested RSUs(2)		—		—		—		135		(135)	—
Non-GAAP amounts	$	39,101	$	(1,936)	$	37,165	$	9,944	$	27,221	26.8	%

	Three Months Ended March 31, 2020
			Other		Income
	Operating		Income		Before Income		Income		Net
	Income		(Costs)		Taxes		Tax Provision		Income		Tax Rate(4)
Amounts on GAAP basis	$	7,819	$	(5,434)	$	2,385	$	483	$	1,902	20.3	%
Innovative technology costs(1)		4,600		207		4,807		1,237		3,570	25.7
Nonunion pension expense, including settlement(3)		—		89		89		23		66	25.7
Life insurance proceeds and changes in cash surrender value		—		3,805		3,805		—		3,805	—
Tax expense from vested RSUs(2)		—		—		—		(20)		20	—
Non-GAAP amounts	$	12,419	$	(1,333)	$	11,086	$	1,723	$	9,363	15.5	%

1) Represents costs associated with the freight handling pilot test program at ABF Freight.

2) The Company recognized the tax impact for the vesting of share-based compensation resulting in excess tax expense (benefit) during the three months ended March 31, 2021 and 2020.

3) For the three months ended March 31, 2020, represents pension settlement expense related to the Company’s supplemental benefit plan.

4) Tax rate for total “Amounts on GAAP basis” represents the effective tax rate. The tax effects of non-GAAP adjustments are calculated based on the statutory rate applicable to each item based on tax jurisdiction, unless the nature of the item requires the tax effect to be estimated by applying a specific tax treatment.

11

ARCBEST CORPORATION

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES – Continued

Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (Adjusted EBITDA)

Management uses Adjusted EBITDA as a key measure of performance and for business planning. The measure is particularly meaningful for analysis of operating performance because it excludes amortization of acquired intangibles and software of the Asset-Light businesses, which are significant expenses resulting from strategic decisions rather than core daily operations. Additionally, Adjusted EBITDA is a primary component of the financial covenants contained in our credit agreement. The calculation of Asset-Light Adjusted EBITDA as presented below begins with operating income (loss), as other income (costs), income taxes, and net income are reported at the consolidated level and not included in the operating segment financial information evaluated by management to make operating decisions.

	Three Months Ended
	March 31
	2021		2020
	(Unaudited)
ArcBest Corporation - Consolidated Adjusted EBITDA	($ thousands)
Net Income	$	23,361	$	1,902
Interest and other related financing costs		2,428		2,947
Income tax provision		7,986		483
Depreciation and amortization		30,354		29,013
Amortization of share-based compensation		2,354		2,181
Amortization of net actuarial gains of benefit plans and pension settlement expense(1)		(135)		(56)
Consolidated Adjusted EBITDA	$	66,348	$	36,470

1) The three months ended March 31, 2020 includes pre-tax pension settlement expense of $0.1 million related to the Company’s supplemental benefit plan.

	Three Months Ended
	March 31
	2021		2020
Asset-Light Adjusted EBITDA	(Unaudited)
	($ thousands)
ArcBest
Operating Income (Loss)	$	8,265	$	(1,409)
Depreciation and amortization(2)		2,386		2,470
Adjusted EBITDA	$	10,651	$	1,061
FleetNet
Operating Income	$	1,023	$	1,040
Depreciation and amortization(2)		415		391
Adjusted EBITDA	$	1,438	$	1,431
Total Asset-Light
Operating Income (Loss)	$	9,288	$	(369)
Depreciation and amortization(2)		2,801		2,861
Adjusted EBITDA	$	12,089	$	2,492

2) Depreciation and amortization consists primarily of amortization of intangibles and software associated with acquired businesses.

12

ARCBEST CORPORATION

OPERATING STATISTICS

	Three Months Ended
	March 31
	2021		2020		% Change
	(Unaudited)
Asset-Based
Workdays		63.0		64.0
Billed Revenue(1) / CWT	$	36.09	$	33.16	8.8%
Billed Revenue(1) / Shipment	$	462.22	$	427.87	8.0%
Shipments		1,215,416		1,203,416	1.0%
Shipments / Day		19,292		18,803	2.6%
Tonnage (Tons)		778,415		776,468	0.3%
Tons / Day		12,356		12,132	1.8%
Pounds / Shipment		1,281		1,290	(0.7)%
Average Length of Haul (Miles)		1,091		1,042	4.7%

1) Revenue for undelivered freight is deferred for financial statement purposes in accordance with the Asset-Based segment revenue recognition policy. Billed revenue used for calculating revenue per hundredweight measurements has not been adjusted for the portion of revenue deferred for financial statement purposes.

	Year Over Year % Change
	Three Months Ended
	March 31, 2021
	(Unaudited)
ArcBest(2)
Revenue / Shipment		25.9%
Shipments / Day		22.7%

2) Statistical data related to managed transportation solutions transactions are not included in the presentation of operating statistics for the ArcBest segment.

###

13

EX-99.2

Exhibit 99.2

ArcBest^® is providing this exhibit as supplemental information to its scheduled conference call and the press release announcing the Company’s unaudited first quarter 2021 results filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K. Certain statements and information in this exhibit may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Refer to the “Forward-Looking Statements” disclosure at the end of this exhibit.

Non-GAAP Financial Measures

ArcBest reports its financial results in accordance with generally accepted accounting principles (“GAAP”); however, this exhibit includes certain non-GAAP information. Refer to the discussion of non-GAAP information included in Item 2.02 of the Current Report on Form 8-K to which this exhibit is included for further information, including reference to reconciliations of GAAP to non-GAAP financial measures provided by the Company.

Summary Operating and Financial Impacts

(Additional Detailed Information follows)

Asset-Based Segment

1Q’21 Year-over-Year Yield Metrics

● Billed Rev/Cwt on LTL-rated freight, excluding fuel surcharges, increased by a percentage in the mid-single digits.

● Average increase on Contract renewals and Deferred Pricing agreements negotiated during 1Q’21: +5.6%

Year-over-Year Monthly Total Daily Business Trends

	January 2021			February 2021			March 2021			April 2021(1)(2)
Billed Revenue/Day(3)		+10.7	%		+5.1	%		+16.0	%		+47	%
Tons/Day		+6.6	%		-5.0	%		+3.8	%		+29	%
Shipments/Day		+5.1	%		-2.5	%		+5.1	%		+19	%

1) Statistics for the full month of April 2021 have not been finalized.  

2) There were 21.5 workdays in both April 2021 and April 2020.  There were 23 workdays in March 2021.

3) Revenue for undelivered freight is deferred for financial statement purposes in accordance with the Asset-Based segment revenue recognition policy. Billed revenue per day has not been adjusted for the portion of revenue deferred for financial statement purposes.

1

April 2021 Business Update

See tables above for April 2021 revenue, tonnage and shipment metric comparisons.

Statistics for April 2021 have not been finalized. Preliminary Asset-Based financial metrics and business trends for April 2021, compared to the same period last year, are as follows:

● Revenue has been positively impacted by continued solid demand for U-Pack household goods moving services.

● Total Billed Revenue/CWT increased approximately 15% including higher fuel surcharge, compared to a total Revenue/CWT decrease of 7.5% in April 2020 due to business mix changes related to the pandemic.

● Total Billed Revenue/Shipment increased approximately 24%.

● Total Weight/Shipment increased approximately 8%.

Year-over-year comparisons are less meaningful due to the significant impact in 2020 from the pandemic and the related economic shutdown; therefore, sequential comparisons have also been provided.

April 2021 Sequential Monthly Total Daily Business Trends Versus March 2021

	April 2021(1)(2)
Billed Revenue/Day(3)		+6	%
Tons/Day		+5	%
Shipments/Day		+3	%

1) Statistics for the full month of April 2021 have not been finalized.  

2) There were 21.5 workdays in both April 2021 and April 2020.  There were 23 workdays in March 2021.

3) Revenue for undelivered freight is deferred for financial statement purposes in accordance with the Asset-Based segment revenue recognition policy. Billed revenue per day has not been adjusted for the portion of revenue deferred for financial statement purposes.

Preliminary sequential trends would be the best in the past 10 years for Revenue/Day and Tons/Day and the third best in the past 10 years for Shipments/Day.

In recent years, excluding 2020, the historical average sequential change in ArcBest’s Asset-Based operating ratio in the second quarter, versus the first quarter, has been an improvement of approximately 350 to 450 basis points.

2Q’21 Other Items

● 63.5 Working Days in both 2Q’21 and 2Q’20

● Projected Innovative Technology Costs in our Asset-Based business associated with the freight handling pilot test program at ABF Freight (non-GAAP item): $6 million vs. $5 million in 2Q’20

2

Asset-Light ArcBest Operating Segment [Excluding FleetNet]

Year-over-Year Monthly Total Daily Business Trends

January 2021

February 2021

March 2021

April 2021(1)(2)

Revenue/Day

+51.6

%

+51.4

%

+62.3

%

+89

%

1) Statistics for the full month of April 2021 have not been finalized.

2) There were 21.5 workdays in both April 2021 and April 2020.  There were 23 workdays in March 2021.

Year-over-year comparisons are less meaningful due to the significant impact in 2020 from the pandemic and the related economic shutdown; therefore, sequential comparisons have also been provided.

April 2021 Sequential Monthly Total Daily Business Trends Versus March 2021

	April 2021(1)(2)
Revenue/Day		-3	%

1) Statistics for the full month of April 2021 have not been finalized.  

2) There were 21.5 workdays in both April 2021 and April 2020.  There were 23 workdays in March 2021.

Preliminary Asset-Light (excluding FleetNet) financial metrics and business trends for April 2021, compared to March 2021, are as follows:

● Purchased transportation expense per day decreased approximately 3%.

● Purchased transportation expense represented approximately 84% of revenues in both periods.

ArcBest Consolidated

2Q’21 – Projected

● Loss in the “Other and eliminations” segment (non-GAAP basis): $5 million vs. $3 million in 2Q’20

● Interest Expense, net of Interest Income: $2 million vs. $2 million in 2Q’20

FY’21 – Projected  

● Loss in the “Other and eliminations” segment (non-GAAP basis): $24 million vs. $13 million in 2020.  The increase versus the 2020 amount primarily reflects actions taken during the pandemic to reduce costs in 2020.  The estimated loss in 2021 is comparable to 2019.

● Interest Expense, net of Interest Income: $8.0 million vs. $8.1 million in 2020

● Income (Expense) in the “Other, net” line (non-GAAP basis): $0.1 million expense vs. $0.1 million income in 2020

3

ArcBest Consolidated Capital Expenditures

● 2021 Total Net Capital Expenditures, including financed equipment: $150 million to $160 million

● Includes revenue equipment purchases (majority for Asset-Based) of $100 million.  The 2021 increase in revenue equipment also reflects trailer purchases for the Asset-Light business, primarily replacements of leased units.  

● The remaining amount of 2021 capital expenditures includes items related to real estate, technology, and dock equipment upgrades and enhancements.

● Depreciation and amortization costs on property, plant and equipment: $115 million to $120 million in 2021.

● Intangible asset amortization: $4 million in 2021

● Preliminary estimates for 2022 revenue equipment to increase by $50 million to $60 million from 2021 projected levels.  This includes an expected increase in fleet size although the number of additional units has not been finalized.

Additional Detailed Information

Asset-Based Segment

Annual Union Profit-Sharing Bonus

As provided in ABF Freight’s current Teamster labor contract, for the full years of 2019 through 2022, ABF Freight’s Teamster employees are eligible for an annual profit-sharing bonus, as shown in the following table. The operating ratio (“OR”) used to calculate the bonus amount is on a GAAP basis. The potential bonus would be based on full-year union employee earnings. While impacted by business and associated labor levels which are subject to change, the estimate of one percent of the annual earnings for the ABF Freight union employees who are eligible for this benefit approximates $5 million - $6 million of union bonus expense.

During years in which ArcBest’s internal forecasts indicate an expectation of paying the union bonus, we will accrue for this expense throughout the year, generally in proportion of the quarterly results as a percentage of the annual projection. As we do not provide public updates on our projected operating ratio or our expectations for paying the union bonus, any details of amounts accrued will not be provided.  If financial models reflect an operating ratio that meets the payout thresholds shown below, ArcBest encourages analysts to include expenses for the union bonus in quarterly and annual earnings per share projections for the company.  

ABF Freight Published Annual OR (GAAP basis)	Bonus Amount
95.1 to 96.0	1%
93.1 to 95.0	2%
93.0 and below	3%

4

ArcBest Consolidated

Tax Rate

ArcBest’s first quarter 2021 effective GAAP tax rate was 25.5%. The “Effective Tax Rate Reconciliation” table of ArcBest’s first quarter 2021 earnings press release in Exhibit 99.1 shows the reconciliation of GAAP to non-GAAP effective tax rates.  The tax rate used to calculate non-GAAP EPS was 26.8% for first quarter 2021.  Under current tax laws, ArcBest expects the full year 2021 tax rate to be 25% to 26%, while the effective rate on a GAAP basis may be impacted by discrete items.

In the second quarter of 2021, ArcBest may experience volatility in its income tax provision and effective tax rate as a result of recording excess tax benefits for the settlement of share-based payment awards; however, the amount of the tax benefit will depend on ArcBest’s stock price when the awards vest later this month and, therefore, cannot be determined at this time.

“Other and eliminations” within Operating Income on the Operating Segment Data and Operating Ratios statement

The “Other and eliminations” line includes expenses related to shared services for the delivery of comprehensive transportation and logistics services to ArcBest’s customers. Shared services represent costs incurred to support all segments including sales, yield, customer service, marketing, capacity sourcing functions, human resources, financial services, information technology, legal and other company-wide services. Shared services are primarily allocated to the reporting segments based upon resource utilization-related metrics, such as shipment levels, and therefore fluctuate with business levels. As a result, the loss in “Other and eliminations” tends to be higher in periods when business levels are lower, and consequently allocations to operating segments are lower, which is typically during the first and fourth quarters of the year.

“Other, net” line within Other Income (Costs) on the Consolidated Statements of Operations

The “Other, net” line of ArcBest’s income statement primarily includes the costs associated with postretirement plans and changes in cash surrender value of life insurance.  After excluding non-GAAP items detailed in the table below, ArcBest expects the 2021 non-GAAP “Other net” expense to approximate the 2020 expense.  

Changes in cash surrender value of life insurance reflected an increase of $1.3 million in first quarter 2021 compared to a decrease of $3.8 million in first quarter 2020.  This change was an indication of the first quarter 2021 market gains experienced on these assets that are invested much like pension plan assets.  ArcBest excludes changes in cash surrender value when presenting non-GAAP net income and EPS.

	Three Months Ended
	March 31
	2021		2020
	(in millions)
Other, net
Amounts on GAAP basis - income (costs)	$	1.2	$	(3.9)
Non-GAAP Adjustments:
Supplemental benefit plan settlement expense, pre-tax		—		0.1
Life insurance proceeds and losses/(gains) in cash surrender value(1)		(1.3)		3.8
Non-GAAP amounts - income (costs)	$	(0.1)	$	—

1) Amounts in parentheses indicate gains.

5

Forward-Looking Statements

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Certain statements and information in this exhibit may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “foresee,” “intend,” “may,” “plan,” “predict,” “project,” “scheduled,” “should,” “would,” and similar expressions and the negatives of such terms are intended to identify forward-looking statements. These statements are based on management’s beliefs, assumptions, and expectations based on currently available information, are not guarantees of future performance, and involve certain risks and uncertainties (some of which are beyond our control). Although we believe that the expectations reflected in these forward-looking statements are reasonable as and when made, we cannot provide assurance that our expectations will prove to be correct. Actual outcomes and results could materially differ from what is expressed, implied, or forecasted in these statements due to a number of factors, including, but not limited to: widespread outbreak of an illness or disease, including the COVID-19 pandemic and its effects, or any other public health crisis, as well as regulatory measures implemented in response to such events; external events which may adversely affect us or the third parties who provide services for us, for which our business continuity plans may not adequately prepare us; a failure of our information systems, including disruptions or failures of services essential to our operations or upon which our information technology platforms rely, data breach, and/or cybersecurity incidents; interruption or failure of third-party software or information technology systems or licenses; untimely or ineffective development and implementation of, or failure to realize potential benefits associated with, new or enhanced technology or processes, including the pilot test program at ABF Freight; the loss or reduction of business from large customers; the ability to manage our cost structure, and the timing and performance of growth initiatives; maintaining our corporate reputation and intellectual property rights; competitive initiatives and pricing pressures; increased prices for and decreased availability of new revenue equipment, decreases in value of used revenue equipment, and higher costs of equipment-related operating expenses such as maintenance, fuel, and related taxes; availability of fuel, the effect of volatility in fuel prices and the associated changes in fuel surcharges on securing increases in base freight rates, and the inability to collect fuel surcharges; relationships with employees, including unions, and our ability to attract, retain, and develop employees; unfavorable terms of, or the inability to reach agreement on, future collective bargaining agreements or a workforce stoppage by our employees covered under ABF Freight’s collective bargaining agreement; union employee wages and benefits, including changes in required contributions to multiemployer plans; availability and cost of reliable third-party services; our ability to secure independent owner operators and/or operational or regulatory issues related to our use of their services; litigation or claims asserted against us; governmental regulations; environmental laws and regulations, including emissions-control regulations; default on covenants of financing arrangements and the availability and terms of future financing arrangements; self-insurance claims and insurance premium costs; potential impairment of goodwill and intangible assets; general economic conditions and related shifts in market demand that impact the performance and needs of industries we serve and/or limit our customers’ access to adequate financial resources; seasonal fluctuations and adverse weather conditions; and other financial, operational, and legal risks and uncertainties detailed from time to time in ArcBest Corporation’s public filings with the Securities and Exchange Commission (the “SEC”).

For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.

6

XML

Document and Entity Information	May 04, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 04, 2021
Entity Registrant Name	ARCBEST CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	0-19969
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $0.01 Par Value
Trading Symbol	ARCB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000894405
Amendment Flag	false