1.

Tax Cuts and Jobs Act of 2017

2.

U.S. Generally Accepted Accounting Principles

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended 

March 31

2018

2017

(Unaudited)

($ thousands, except share and per share data)

REVENUES

$

700,001

$

651,088

OPERATING EXPENSES⁽¹⁾

687,276

660,988

OPERATING INCOME (LOSS)⁽¹⁾

12,725

(9,900)

OTHER INCOME (COSTS)

Interest and dividend income

526

274

Interest and other related financing costs

(2,059)

(1,315)

Other, net⁽¹⁾

(2,201)

(1,706)

(3,734)

(2,747)

INCOME (LOSS) BEFORE INCOME TAXES

8,991

(12,647)

INCOME TAX BENEFIT

(963)

(5,240)

NET INCOME (LOSS)

$

9,954

$

(7,407)

EARNINGS (LOSS) PER COMMON SHARE⁽²⁾

Basic

$

0.39

$

(0.29)

Diluted

$

0.37

$

(0.29)

AVERAGE COMMON SHARES OUTSTANDING

Basic

25,642,871

25,684,475

Diluted

26,596,376

25,684,475

CASH DIVIDENDS DECLARED PER COMMON SHARE

$

0.08

$

0.08

^{____________________________________}

¹⁾

Effective January 1, 2018, the Company retrospectively adopted an amendment to ASC Topic 715, Compensation – Retirement Benefits, which requires changes to the financial statement presentation of certain components of net periodic benefit cost related to pension and other postretirement benefits accounted for under ASC Topic 715. As a result of adopting this amendment, the service cost component of net periodic benefit cost continues to be included in Operating Expenses, but the other components of net periodic benefit cost, including pension settlement expense, are presented in Other Income (Costs) for the three months ended March 31, 2018 and 2017.

²⁾

ArcBest uses the two-class method for calculating earnings per share. This method requires an allocation of dividends paid and a portion of undistributed net income (but not losses) to unvested restricted stock for calculating per share amounts.

ARCBEST CORPORATION

CONSOLIDATED BALANCE SHEETS

March 31

December 31

2018

2017

(Unaudited)

Note

($ thousands, except share data)

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$

124,652

$

120,772

Short-term investments

54,669

56,401

   Accounts receivable, less allowances (2018 - $7,837; 2017 - $7,657)

289,366

279,074

   Other accounts receivable, less allowances (2018 - $936; 2017 - $921)

19,262

19,491

Prepaid expenses

24,891

22,183

Prepaid and refundable income taxes

10,267

12,296

Other

9,029

12,132

  TOTAL CURRENT ASSETS

532,136

522,349

PROPERTY, PLANT AND EQUIPMENT

Land and structures

338,346

344,224

Revenue equipment

790,685

793,523

Service, office, and other equipment

189,055

179,950

Software

132,088

129,589

Leasehold improvements

8,948

8,888

1,459,122

1,456,174

Less allowances for depreciation and amortization

884,959

865,010

574,163

591,164

GOODWILL

108,320

108,320

INTANGIBLE ASSETS, NET

72,336

73,469

DEFERRED INCOME TAXES

6,095

5,965

OTHER LONG-TERM ASSETS

65,033

64,374

$

1,358,083

$

1,365,641

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable

$

139,830

$

129,099

Income taxes payable

93

324

Accrued expenses

202,656

211,237

Current portion of long-term debt

56,057

61,930

  TOTAL CURRENT LIABILITIES

398,636

402,590

LONG-TERM DEBT, less current portion

196,425

206,989

PENSION AND POSTRETIREMENT LIABILITIES

36,984

39,827

OTHER LONG-TERM LIABILITIES

12,320

15,616

DEFERRED INCOME TAXES

48,244

49,157

STOCKHOLDERS' EQUITY

Common stock, $0.01 par value, authorized 70,000,000 shares;
issued 2018: 28,498,971 shares; 2017: 28,495,628 shares

285

285

Additional paid-in capital

321,265

319,436

Retained earnings

450,267

438,379

   Treasury stock, at cost, 2018: 2,857,460 shares; 2017: 2,851,578 shares

(86,265)

(86,064)

Accumulated other comprehensive loss

(20,078)

(20,574)

  TOTAL STOCKHOLDERS' EQUITY

665,474

651,462

$

1,358,083

$

1,365,641

Note:  The balance sheet at December 31, 2017 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.

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended 

March 31

2018

2017

Unaudited

($ thousands)

 OPERATING ACTIVITIES

Net income (loss)

$

9,954

$

(7,407)

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

      Depreciation and amortization

25,352

24,258

  Amortization of intangibles

1,134

1,136

  Pension settlement expense

654

1,957

  Share-based compensation expense

1,870

1,731

  Provision for losses on accounts receivable

445

442

  Deferred income tax provision

(2,749)

(4,197)

  Gain on sale of property and equipment

(221)

(613)

  Changes in operating assets and liabilities:

  Receivables

(10,260)

3,345

  Prepaid expenses

(2,587)

(5,174)

  Other assets

2,732

(3,357)

  Income taxes

1,938

(1,205)

  Accounts payable, accrued expenses, and other liabilities

3,513

(9,155)

 NET CASH PROVIDED BY OPERATING ACTIVITIES

31,775

1,761

 INVESTING ACTIVITIES

Purchases of property, plant and equipment, net of financings

(7,177)

(12,273)

Proceeds from sale of property and equipment

1,050

1,692

Purchases of short-term investments

(4,410)

(6,223)

Proceeds from sale of short-term investments

6,245

6,125

Capitalization of internally developed software

(2,164)

(2,440)

 NET CASH USED IN INVESTING ACTIVITIES

(6,456)

(13,119)

 FINANCING ACTIVITIES

Payments on long-term debt

(16,558)

(17,297)

Net change in book overdrafts

(2,572)

(981)

Payment of common stock dividends

(2,058)

(2,066)

Purchases of treasury stock

(201)

—

Payments for tax withheld on share-based compensation

(50)

(325)

 NET CASH USED IN FINANCING ACTIVITIES

(21,439)

(20,669)

 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

3,880

(32,027)

Cash and cash equivalents and restricted cash at beginning of period

120,772

115,242

 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD

$

124,652

$

83,215

 NONCASH INVESTING ACTIVITIES

Equipment financed

$

121

$

694

Accruals for equipment received

$

883

$

440

ARCBEST CORPORATION

FINANCIAL STATEMENT OPERATING SEGMENT DATA AND OPERATING RATIOS

Three Months Ended 

March 31

2018

2017

Unaudited

($ thousands, except percentages)

REVENUES

Asset-Based

$

482,115

$

464,356

ArcBest

181,933

152,876

FleetNet

47,759

40,238

  Total Asset-Light

229,692

193,114

Other and eliminations

(11,806)

(6,382)

  Total consolidated revenues

$

700,001

$

651,088

OPERATING EXPENSES⁽¹⁾

Asset-Based⁽²⁾

Salaries, wages, and benefits

$

269,779

56.0

%

$

279,380

60.2

%

Fuel, supplies, and expenses

62,193

12.9

58,390

12.6

Operating taxes and licenses

11,756

2.4

11,823

2.5

Insurance

6,628

1.4

7,118

1.5

Communications and utilities

4,521

0.9

4,517

1.0

Depreciation and amortization

20,930

4.3

20,519

4.4

Rents and purchased transportation

46,133

9.6

46,426

10.0

Shared services⁽²⁾

45,607

9.4

43,503

9.4

Gain on sale of property and equipment

(133)

—

(617)

(0.1)

Other

1,299

0.3

1,505

0.3

Restructuring costs⁽³⁾

—

—

140

—

Total Asset-Based

468,713

97.2

%

472,704

101.8

%

ArcBest⁽²⁾

Purchased transportation

148,372

81.6

%

121,987

79.8

%

Supplies and expenses

3,230

1.8

3,670

2.4

Depreciation and amortization⁽⁴⁾

3,408

1.9

3,266

2.1

Shared services⁽²⁾

21,868

12.0

19,586

12.9

Other

1,881

1.0

2,464

1.6

Restructuring costs⁽³⁾

9

—

810

0.5

178,768

98.3

%

151,783

99.3

%

FleetNet

46,238

96.8

%

39,217

97.5

%

  Total Asset-Light

225,006

191,000

Other and eliminations⁽⁵⁾

(6,443)

(2,716)

  Total consolidated operating expenses

$

687,276

98.2

%

$

660,988

101.5

%

OPERATING INCOME (LOSS)⁽¹⁾

Asset-Based

$

13,402

$

(8,348)

ArcBest

3,165

1,093

FleetNet

1,521

1,021

  Total Asset-Light

4,686

2,114

Other and eliminations⁽⁵⁾

(5,363)

(3,666)

  Total consolidated operating income (loss)

$

12,725

$

(9,900)

__________________________________

¹⁾      

In accordance with an amendment to ASC Topic 715, Compensation – Retirement Benefits, which the Company retrospectively adopted effective January 1, 2018, the components of net periodic benefit cost other than service cost are presented within Other Income (Costs) in the consolidated financial statements for all periods presented and, therefore, excluded from the presentation of operating segment data within this table. The detail of the Company's net periodic benefit costs are presented in Note F to the consolidated financial statements included in Part I, Item I of the Company's first quarter 2018 Quarterly Report on Form 10-Q.

²⁾      

The presentation of segment expenses allocated from shared services was modified during third quarter 2017 and reclassifications have been made to the prior period operating segment expenses to conform to the current year presentation. Previously, expenses allocated from company-wide functions were categorized in individual segment expense line items by type of expense. Allocated expense is now presented on a single "Shared services" line within the Company's operating segment disclosures. There was no impact on each segment's total expenses as a result of the reclassifications.

³⁾     

Restructuring charges relate to the realignment of the Company's organizational structure as announced on November 3, 2016.

⁴⁾     

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

⁵⁾      

"Other" corporate costs include $0.4 million and $0.7 million of restructuring charges for the three months ended March 31, 2018 and 2017, respectively. (See Segment Operating Income Reconciliations of GAAP to Non-GAAP Financial Measures table.) Other corporate costs also include additional investments to provide an improved platform for revenue growth and for offering ArcBest services across multiple operating segments.

Three Months Ended 

March 31

2018

2017

(Unaudited)

($ thousands, except per share data)

ArcBest Corporation - Consolidated

Operating Income (Loss)

Amounts on GAAP basis

$

12,725

$

(9,900)

Restructuring charges, pre-tax⁽¹⁾

376

1,631

Non-GAAP amounts

$

13,101

$

(8,269)

Net Income (Loss)

Amounts on GAAP basis

$

9,954

$

(7,407)

Deferred tax adjustment for 2017 Tax Reform Act⁽²⁾

(2,591)

—

Impact of 2017 Tax Reform Act on current tax expense⁽²⁾

(59)

—

Restructuring charges, after-tax⁽¹⁾

277

991

Nonunion pension expense, including settlement, after-tax⁽³⁾

1,520

1,171

Life insurance proceeds and changes in cash surrender value

(114)

(580)

Tax benefit from vested RSUs⁽⁴⁾

(20)

(75)

Alternative fuel tax credit⁽⁵⁾

(1,203)

—

Non-GAAP amounts

$

7,764

$

(5,900)

Diluted Earnings (Loss) Per Share

Amounts on GAAP basis

$

0.37

$

(0.29)

Deferred tax adjustment for 2017 Tax Reform Act⁽²⁾

(0.10)

—

Impact of 2017 Tax Reform Act on current tax expense⁽²⁾

—

—

Restructuring charges, after-tax⁽¹⁾

0.01

0.04

Nonunion pension expense, including settlement, after-tax⁽³⁾

0.06

0.05

Life insurance proceeds and changes in cash surrender value

—

(0.02)

Tax benefit from vested RSUs⁽⁴⁾

—

—

Alternative fuel tax credit⁽⁵⁾

(0.05)

—

Non-GAAP amounts

$

0.29

$

(0.22)

_________________________________

¹⁾

Restructuring charges relate to the realignment of the Company's organizational structure as announced on November 3, 2016.

²⁾

Impact on current and deferred income tax expense as a result of recognizing a reasonable estimate of the tax effects of the Tax Cuts and Jobs Act ("2017 Tax Reform Act") that was signed into law on December 22, 2017.

³⁾

Nonunion pension expense is presented as a non-GAAP adjustment with pension settlement expense, for all periods presented, because expenses related to the plan have been excluded from the financial information management uses to make operating decisions, as an amendment to terminate the nonunion defined benefit pension plan with a termination date of December 31, 2017 was executed in November 2017. Plan participants will have an election window in which they can choose any form of payment allowed by the plan for immediate commencement of payment or defer payment until a later date with pension settlements related to the plan termination likely to occur in the second half of 2018.

⁴⁾

The Company recognized the tax impact for the vesting of share-based compensation resulting in excess tax benefit during the three months ended March 31, 2018.

⁵⁾

Represents the amount of the alternative fuel tax credit related to the year ended December 31, 2017 which was recorded in first quarter 2018 due to the February 2018 retroactive reinstatement.

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, 2018

Income

Income

Other

Before

Tax

Operating

Income

Income

Provision

Net

Effective Tax

Income

(Costs)

Taxes

(Benefit)

Income

(Benefit) Rate

Amounts on GAAP basis

$

12,725

$

(3,734)

$

8,991

$

(963)

$

9,954

(10.7)

%

Deferred tax adjustment for 2017 Tax Reform Act⁽¹⁾

—

—

—

2,591

(2,591)

—

Impact of 2017 Tax Reform Act on current tax expense⁽¹⁾

—

—

—

59

(59)

—

Restructuring charges⁽²⁾

376

—

376

99

277

26.3

Nonunion pension expense, including settlement⁽³⁾

—

2,046

2,046

526

1,520

25.7

Life insurance proceeds and changes in cash surrender value

—

(114)

(114)

—

(114)

—

Tax benefit from vested RSUs⁽⁴⁾

—

—

—

20

(20)

—

Alternative fuel tax credit⁽⁵⁾

—

—

—

1,203

(1,203)

—

Non-GAAP amounts

$

13,101

$

(1,802)

$

11,299

$

3,535

$

7,764

31.3

%

Three Months Ended March 31, 2017

Loss

Income

Other

Before

Tax

Operating

Income

Income

Provision

Net

Effective Tax

Loss

(Costs)

Taxes

(Benefit)

Loss

(Benefit) Rate

Amounts on GAAP basis

$

(9,900)

$

(2,747)

$

(12,647)

$

(5,240)

$

(7,407)

(41.4)

%

Restructuring charges⁽²⁾

1,631

—

1,631

640

991

39.2

Nonunion pension expense, including settlement⁽³⁾

—

1,916

1,916

745

1,171

38.9

Life insurance proceeds and changes in cash surrender value

—

(580)

(580)

—

(580)

—

Tax benefit from vested RSUs⁽⁴⁾

—

—

—

75

(75)

—

Non-GAAP amounts

$

(8,269)

$

(1,411)

$

(9,680)

$

(3,780)

$

(5,900)

39.0

%

______________________________________

¹⁾ 

Impact on current and deferred income tax expense as a result of recognizing a reasonable estimate of the tax effects of the Tax Cuts and Jobs Act ("2017 Tax Reform Act") that was signed into law on December 22, 2017.

²⁾

Restructuring charges relate to the realignment of the Company's organizational structure as announced on November 3, 2016.

³⁾

Nonunion pension expense is presented as a non-GAAP adjustment with pension settlement expense, for all periods presented, because expenses related to the plan have been excluded from the financial information management uses to make operating decisions, as an amendment to terminate the nonunion defined benefit pension plan with a termination date of December 31, 2017 was executed in November 2017.

⁴⁾

The Company recognized the tax impact for the vesting of share-based compensation resulting in excess tax benefit during the three months ended March 31, 2018.

⁵⁾

Represents the amount of the alternative fuel tax credit related to the year ended December 31, 2017 which was recorded in first quarter 2018 due to the February 2018 retroactive reinstatement.

ARCBEST CORPORATION

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES – Continued

Three Months Ended 

March 31

2018

2017

Segment Operating Income Reconciliations

(Unaudited)

($ thousands, except percentages)

Asset-Based

Operating Income (Loss) ($) and Operating Ratio (% of revenues)

Amounts on GAAP basis

$

13,402

97.2

%

$

(8,348)

101.8

%

Restructuring charges⁽¹⁾

—

—

140

—

Non-GAAP amounts

$

13,402

97.2

%

$

(8,208)

101.8

%

Asset-Light

ArcBest

Operating Income ($) and Operating Ratio (% of revenues)

Amounts on GAAP basis

$

3,165

98.3

%

$

1,093

99.3

%

Restructuring charges⁽¹⁾

9

—

810

(0.5)

Non-GAAP amounts

$

3,174

98.3

%

$

1,903

98.8

%

FleetNet

Operating Income ($) and Operating Ratio (% of revenues)

Amounts on GAAP basis

$

1,521

96.8

%

$

1,021

97.5

%

Restructuring charges⁽¹⁾

—

—

—

—

Non-GAAP amounts

$

1,521

96.8

%

$

1,021