What changed in this filing

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Item 1. Financial Statements

2021-11-03 compared with 2021-08-05 · 54 added, 29 removed, 207 unchanged (29% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

(In thousands, except share and per share data)

19 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

(In thousands, except share and per share data)

15 unchanged sentences

Shareholders’ equity:

Common stock - $ 0.10 par value, 280,000,000 shares authorized, 115,810,083 and 117,057,696 shares outstanding at June 30, 2021 and December 31, 2020, respectively

Common stock - $ 0.10 par value, 280,000,000 shares authorized, 115,011,172 and 117,057,696 shares outstanding at September 30, 2021 and December 31, 2020, respectively

Capital in excess of par value

8 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except share and per share data)

15 unchanged sentences

Interest income

Other expense (income), net

Other expense, net

Total non-operating expense

8 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

10 unchanged sentences

Taxes paid in exchange for shares withheld

Forward contract for accelerated share repurchases

Forward contract (settlements) for accelerated share repurchases

Cash paid for fractional shares

9 unchanged sentences

CONDENSED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

2 unchanged sentences

Depreciation and amortization

Loss on disposal of property and equipment

(Gain) Loss on disposal of property and equipment

Provision for deferred income taxes

Changes in operating assets and liabilities, net

5 unchanged sentences

Proceeds from maturities of short-term investments

Other investing, net

Net cash used in investing activities

6 unchanged sentences

Net cash used in financing activities

Increase in cash and cash equivalents

(Decrease) Increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

10 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

11 unchanged sentences

Our operating results are subject to seasonal trends;

therefore, the results of operations for the interim period ended June 30, 2021 are not necessarily indicative of the results that may be expected for the subsequent quarterly periods or the year ending December 31, 2021.

therefore, the results of operations for the interim period ended September 30, 2021 are not necessarily indicative of the results that may be expected for the subsequent quarterly periods or the year ending December 31, 2021.

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, 2020.

1 unchanged sentence

as previously described in our Annual Report on Form 10-K for the year ended December 31, 2020, other than those disclosed in this Form 10-Q.

Certain amounts in prior years have been reclassified to conform prior years’ financial statements to the current presentation.

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.

Stock Repurchase Program

Stock Repurchase Programs

On May 1, 2020, we announced that our Board of Directors had approved a two-year stock repurchase program authorizing us to repurchase up to an aggregate of $ 700.0 million of our outstanding common stock (the “2020 Repurchase Program”).

2 unchanged sentences

Shares of our common stock repurchased under our repurchase programs are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock.

On February 25, 2021, we entered into an accelerated share repurchase agreement (the “ASR Agreement”) with a third-party financial institution as part of our 2020 Repurchase Program.

Under the ASR Agreement, we paid the third-party financial institution $ 275.0 million and received an initial delivery of 960,330 shares of our common stock for $ 206.3 million, representing approximately 75 % of the total value of shares to be received by us under the ASR Agreement.

The remaining shares are expected to settle during the third quarter of 2021.

On July 28, 2021, we announced that our Board of Directors had approved a new stock repurchase program authorizing us to repurchase up to an aggregate of $ 2.0 billion of our outstanding common stock (the “2021 Repurchase Program”).

The 2021 Repurchase Program, which does not have an expiration date, will begin after the completion of the 2020 Repurchase Program.

On May 29, 2020, we entered into an accelerated share repurchase agreement (the “May 2020 ASR Agreement”) with a third-party financial institution.

The May 2020 ASR Agreement was settled during the fourth quarter of 2020, with the final number of shares received based on the daily volume-weighted average share price of our common stock over the term of the agreement, less a negotiated discount.

Under the May 2020 ASR Agreement, we repurchased 683,434 shares for $ 125.0 million.

On February 25, 2021, we entered into an accelerated share repurchase agreement (the “February 2021 ASR Agreement”) with a third-party financial institution.

The February 2021 ASR Agreement was settled during the third quarter of 2021, with the final number of shares received based on the daily volume-weighted average share price of our common stock over the term of the agreement, less a negotiated discount.

Under the February 2021 ASR Agreement, we repurchased 1,101,046 shares for $ 275.0 million.

On August 26, 2021, we entered into an accelerated share repurchase agreement (the “August 2021 ASR Agreement”) with a third-party financial institution.

Under the August 2021 ASR Agreement, we paid the third-party financial institution $ 250.0 million and received an initial delivery of 655,365 shares of our common stock for $ 187.5 million, representing approximately 75 % of the total value of shares to be received by us under the August 2021 ASR Agreement.

The remaining shares are expected to settle no later than the first quarter of 2022.

At final settlement, we may receive additional shares of our common stock, or, under certain circumstances, we may be required to provide the third-party financial institution additional shares or may elect to make a cash payment to the third-party financial institution as part of the final settlement.

The total shares repurchased will be based on the daily volume-weighted average share price of our common stock during the term of the ASR Agreement, less a negotiated discount.

The ASR Agreement was accounted for as a settled treasury stock purchase and a forward stock purchase contract.

The par value of the initial share delivery was recorded as a reduction to common stock, with the excess purchase price recorded as a reduction to retained earnings.

The total shares repurchased will be based on the daily volume-weighted average share price of our common stock over the term of the agreement, less a negotiated discount.

The Company’s accelerated share repurchase agreements are each accounted for as a settled treasury stock purchase and a forward stock purchase contract.

The par value of the initial share delivery is recorded as a reduction to common stock, with the excess purchase price recorded as a reduction to retained earnings.

The forward stock purchase contract is accounted for as a contract indexed to our own stock and is classified within capital in excess of par value on our Condensed Statements of Changes in Shareholders’ Equity.

During the three and six months ended June 30, 2021, we repurchased 159,485 shares of our common stock for $ 40.0 million and 1,286,517 shares of our common stock for $ 280.2 million under our 2020 Repurchase Program, respectively, including shares repurchased under the ASR Agreement.

At June 30, 2021, our 2020 Repurchase Program had $ 275.0 million remaining available, including $ 68.7 million that is deferred until the third quarter when the final settlement occurs on our current ASR Agreement, leaving $ 206.3 million remaining available and uncommitted.

The new repurchase program, which does not have an expiration date, will be effective upon the completion of our 2020 Repurchase Program.

During the three and nine months ended September 30, 2021, we repurchased 796,081 shares of our common stock for $ 256.3 million and 2,082,598 shares of our common stock for $ 536.5 million under our repurchase programs, respectively, including shares repurchased under our accelerated share repurchase agreements.

At September 30, 2021, our repurchase programs had $ 2.02 billion remaining available, including $ 62.5 million that is deferred until final settlement occurs on the August 2021 ASR Agreement, leaving $ 1.96 billion remaining available and uncommitted.

Earnings Per Share

6 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Weighted average shares outstanding - basic

4 unchanged sentences

(In thousands)

September 30,

Revolving credit facility

6 unchanged sentences

The Note Agreement, which is uncommitted and subject to Prudential’s sole discretion, provides for the issuance of senior promissory notes with an aggregate principal amount of up to $ 350.0 million through May 4, 2023.

Pursuant to the Note Agreement, we issued $ 100.0 million aggregate principal amount of senior promissory notes (the “Series B Notes”), the proceeds of which are available for capital expenditures, share repurchases, dividends, acquisitions, or general corporate purposes.

Pursuant to the Note Agreement, we issued $ 100.0 million aggregate principal amount of senior promissory notes (the “Series B Notes”) on May 4, 2020.

Borrowing availability under the Note Agreement is reduced by the outstanding amount of the existing Series B Notes, and all other senior promissory notes issued pursuant to the Note Agreement.

1 unchanged sentence

Principal payments are required annually beginning on May 4, 2023 in equal installments of $ 20.0 million through May 4, 2027 .

The Series B Notes are senior unsecured obligations and rank pari passu with borrowings under our Credit Agreement or Note Agreement.

The Series B Notes are senior unsecured obligations and rank pari passu with borrowings under our second amended and restated credit agreement with Wells Fargo Bank, National Association serving as administrative agent for the lenders, which we entered into on November 21, 2019 (the “Credit Agreement”) or Note Agreement.

Credit Agreement

On November 21, 2019, we entered into a second amended and restated credit agreement with Wells Fargo Bank, National Association serving as administrative agent for the lenders (the “Credit Agreement”).

The Credit Agreement provides for a five-year, $ 250.0 million senior unsecured revolving line of credit and a $ 150.0 million accordion feature, w hich if fully exercised and approved, would expand the total borrowing capacity up to an aggregate of $ 400.0 million.

6 unchanged sentences

For periods covered under the Credit Agreement, the applicable margin on LIBOR loans and letter of credit fees were 1.000 % and commitment fees were 0.100 %.

There were $ 39.2 million and $ 42.1 million of outstanding letters of credit at June 30, 2021 and December 31, 2020, respectively.

There were $ 39.2 million and $ 42.1 million of outstanding letters of credit at September 30, 2021 and December 31, 2020, respectively.

General Debt Provisions

7 unchanged sentences

Short-term Investments

A summary of the fair value of our short-term investments as of June 30, 2021 is shown in the table below.

A summary of the fair value of our short-term investments as of September 30, 2021 and December 31, 2020 is shown in the tables below.

(In thousands)

September 30,

Certificates of deposit

1 unchanged sentence

Commercial paper

(In thousands)

Certificates of deposit

government securities

Commercial paper

Our certificates of deposit are measured at carrying value including accrued interest, which approximates fair value due to their short-term nature.

1 unchanged sentence

Long-term Debt

The carrying value of our total long-term debt was $ 99.9 million at June 30, 2021 and December 31, 20 20 .

The estimated fair value of our total long-term debt was $ 104.0 million and $ 105.4 million at June 30, 2021 and December 31, 2020 , respectively.

The carrying value of our total long-term debt was $ 99.9 million at September 30, 2021 and December 31, 2020.

The estimated fair value of our total long-term debt was $ 104.8 million and $ 105.4 million at September 30, 2021 and December 31, 2020, respectively.

The fair value measurement of our Series B Notes was determined using a discounted cash flow analysis that factors in current market yields for comparable borrowing arrangements under our credit profile.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements