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): September 7, 2016 (September 7, 2016)

 

ARCBEST CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-19969

 

71-0673405

(State or other jurisdiction of

 

(Commission

 

(IRS Employer

incorporation or organization)

 

File Number)

 

Identification No.)

 

3801 Old Greenwood Road

Fort Smith, Arkansas 72903

(479) 785-6000

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

the registrant’s principal executive offices)

 

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.

 

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

 

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

 

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

 

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

 

 

 



 

ITEM 7.01 — REGULATION FD DISCLOSURE

 

ArcBest Corporation® (Nasdaq: ARCB) (“ArcBest”) is providing the following update on the most recent information related to its third quarter 2016 financial results and business trends.  ArcBest’s operating companies, which include ABF Freight System, Inc. (“ABF Freight®”) and its asset-light logistics businesses, provide transportation services to commercial shippers and household goods moving services to consumers and companies.  ArcBest’s asset-light logistics businesses include: ABF Logistics®, Panther Premium Logistics®, FleetNet America® and ABF Moving®.

 

For the third quarter of 2016 through the end of August, compared to the same period last year, ABF Freight’s preliminary financial metrics and business trends are as follows:

 

·                  ABF Freight’s billed revenue per day decreased approximately 1.5%.

·                  ABF Freight’s tonnage per day decreased approximately 3%.

·                  ABF Freight’s shipments per day increased approximately 1%.

·                  ABF Freight’s total billed revenue per hundredweight, including fuel surcharge, increased approximately 1.5%.  This comparison continues to be affected by lower fuel surcharges versus the same period last year.

·                  Excluding fuel surcharge, ABF Freight’s revenue per hundredweight increase is in the low single digits. These metrics are being positively impacted by changes in freight profile including lower weight per shipment.

 

As previously announced on its website, ABF Freight increased its general rates and charges effective August 29, 2016.  Rates increased about 5.25 percent, although the effect on specific lanes and shipments varied.

 

Asset-light logistics businesses’ preliminary figures for the third quarter of 2016 through the end of August compared to the same period last year:

 

·                  Combined asset-light logistics revenue decreased by approximately 1%.

·                  Panther’s revenue decreased approximately 1%.

·                  ABF Logistics revenue increased approximately 35% due to the effects of the December 2015 acquisition of Bear Transportation Services.

·                  FleetNet’s revenue decreased approximately 15%.

·                  ABF Moving’s revenue is below last year by approximately 30% related to a reduction in government shipments and associated revenue that will likely continue through the remainder of the year.

 

As previously announced, ABF Logistics acquired Logistics & Distribution Services, LLC in Sparks, Nevada on September 2nd.  Third quarter 2016 transaction-related expenses associated with this acquisition are expected to approximate $0.02/share on an after-tax basis.

 

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The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995:  Certain statements and information in this report 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 forward-looking 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: 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; union and nonunion employee wages and benefits, including changes in required contributions to multiemployer plans; competitive initiatives and pricing pressures; governmental regulations; environmental laws and regulations, including emissions-control regulations; the cost, integration, and performance of any future acquisitions; relationships with employees, including unions, and our ability to attract and retain employees and/or independent owner operators; 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; 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; potential impairment of goodwill and intangible assets; availability and cost of reliable third-party services; litigation or claims asserted against us; self-insurance claims and insurance premium costs; 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; 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 and fuel and related taxes; the loss of key employees or the inability to execute succession planning strategies; the impact of our brands and corporate reputation; the cost, timing, and performance of growth initiatives; default on covenants of financing arrangements and the availability and terms of future financing arrangements; timing and amount of capital expenditures; seasonal fluctuations and adverse weather conditions; regulatory, economic, and other risks arising from our international business; and other financial, operational, and legal risks and uncertainties detailed from time to time in our Securities and Exchange Commission public filings.

 

For additional information regarding known material factors that could cause our actual results to differ from our projected results, refer to “Risk Factors” in Part I, Item 1A in our 2015 Annual Report on Form 10-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.

 

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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 hereunto duly authorized.

 

 

ARCBEST CORPORATION

 

(Registrant)

 

Date:

September 7, 2016

 

/s/ Michael R. Johns

 

 

Michael R. Johns

 

 

Vice President — General Counsel

 

 

and Corporate Secretary

 

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