What changed in this filing

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Item 1. Financial Statements

2022-05-04 compared with 2021-11-03 · 45 added, 67 removed, 194 unchanged (37% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

(In thousands, except share and per share data)

3 unchanged sentences

Customer receivables, less allowances of $ 12,118 and $ 9,855 , respectively

Income taxes receivable

Other receivables

14 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, 115,011,172 and 117,057,696 shares outstanding at September 30, 2021 and December 31, 2020, respectively

Common stock - $ 0.10 par value, 280,000,000 shares authorized, 113,761,155 and 115,011,172 shares outstanding at March 31, 2022 and December 31, 2021, respectively

Capital in excess of par value

8 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

(In thousands, except share and per share data)

25 unchanged sentences

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Three Months Ended

Nine Months Ended

September 30,

(In thousands)

Common stock:

Beginning balance

Share repurchases

Share-based compensation and share issuances

Taxes paid in exchange for shares withheld

Cash paid for fractional shares

Ending balance

Capital in excess of par value:

Beginning balance

Share-based compensation and share issuances

Retained Earnings

Balance as of December 31, 2021

Share repurchases, including settlements under accelerated share

repurchase programs

Forward contract for accelerated share repurchases

Cash dividends declared

Share-based compensation and share issuances, net of forfeitures

Taxes paid in exchange for shares withheld

Forward contract (settlements) for accelerated share repurchases

Cash paid for fractional shares

Ending balance

Balance as of March 31, 2022

(In thousands)

Retained Earnings

Beginning balance

Balance as of December 31, 2020

Share repurchases

Forward contract for accelerated share repurchases

Cash dividends declared

Ending balance

Total shareholders' equity

Share-based compensation and share issuances, net of forfeitures

Taxes paid in exchange for shares withheld

Balance as of March 31, 2021

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

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(In thousands)

3 unchanged sentences

(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

Cash flows from financing activities:

Proceeds from issuance of long-term debt

Payments for share repurchases

3 unchanged sentences

Net cash used in financing activities

(Decrease) Increase in cash and cash equivalents

Decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

10 unchanged sentences

Three 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 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.

therefore, the results of operations for the interim period ended March 31, 2022 are not necessarily indicative of the results that may be expected for the subsequent quarterly periods or the year ending December 31, 2022.

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, 2021.

1 unchanged sentence

as previously described in our Annual Report on Form 10-K for the year ended December 31, 2021, 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 Programs

Stock Repurchase Program

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”).

The 2020 Repurchase Program became effective upon the termination of our $ 350.0 million repurchase program on May 29, 2020.

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, began after the completion of the 2020 Repurchase Program in January 2022.

Under our repurchase programs, we may repurchase shares from time to time in open market purchases or through privately negotiated transactions.

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.

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.

We entered into accelerated share repurchase agreements with a third-party financial institution on each of February 25, 2021 (the “February 2021 ASR Agreement”), August 26, 2021 (the “August 2021 ASR Agreement”) and February 24, 2022 (the “February 2022 ASR Agreement”).

Under the February 2021 ASR Agreement, we made a prepayment of $ 275.0 million to the financial institution and received an initial delivery of 960,330 shares of our common stock valued at $ 206.3 million.

The remaining balance of $ 68.7 million 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 over the term of the agreement, less a negotiated discount.

Under the August 2021 ASR Agreement, we made a prepayment of $ 250.0 million to the financial institution and received an initial delivery of 655,365 shares of our common stock valued at $ 187.5 million.

The remaining balance of $ 62.5 million was settled during the first quarter of 2022, 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 August 2021 ASR Agreement, we repurchased 778,775 shares for $ 250.0 million.

Under the February 2022 ASR Agreement, we paid the third-party financial institution $ 400.0 million and received an initial delivery of 1,018,157 shares of our common stock for $ 300.0 million, representing approximately 75 % of the total value of shares to be received by us under the February 2022 ASR Agreement.

The remaining balance of $ 100.0 million was settled during April 2022, 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 2022 ASR Agreement, we repurchased 1,390,966 shares for $ 400.0 million.

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 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.

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 Balance Sheets.

During the three months ended March 31, 2022, we utilized cash of $ 438.4 million for repurchases of shares in the open market and under the February 2022 ASR Agreement.

We received total shares of 1,273,060 during the first quarter of 2022, including 123,410 shares for the settlement of the August 2021 ASR Agreement.

At March 31, 2022, we had $ 1.62 billion remaining available under the 2021 Repurchase Program, including $ 100.0 million that was deferred until final settlement occurred on the February 2022 ASR Agreement, leaving $ 1.52 billion remaining available and uncommitted.

Earnings Per Share

6 unchanged sentences

Three 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”) on May 4, 2020.

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.

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 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 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 September 30, 2021 and December 31, 2020, respectively.

There were $ 40.8 million and $ 39.2 million of outstanding letters of credit at March 31, 2022 and December 31, 2021, respectively.

General Debt Provisions

7 unchanged sentences

Short-term Investments

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.

A summary of the fair value of our short-term investments as of March 31, 2022 and December 31, 2021 is shown in the tables below.

(In thousands)

September 30,

March 31, 2022

Certificates of deposit

government securities

Commercial paper

(In thousands)

December 31, 2021

Certificates of deposit

government securities

Commercial paper

2 unchanged sentences

Long-term Debt

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.

The carrying value of our total long-term debt was $ 100.0 million and $ 99.9 million at March 31, 2022 and December 31, 2021, respectively.

The estimated fair value of our total long-term debt was $ 98.1 million and $ 104.5 million at March 31, 2022 and December 31, 2021, respectively.

The fair value measurement of our senior note 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.

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