UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to ________ .
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 3, 2023 there were
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
OLD DOMINION FREIGHT LINE, INC.
CONDENSED BALANCE SHEETS
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September 30, |
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2023 |
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December 31, |
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(In thousands, except share and per share data) |
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(Unaudited) |
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2022 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Short-term investments |
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— |
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Customer receivables, less allowances of $ |
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Income taxes receivable |
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Other receivables |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment: |
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Revenue equipment |
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Land and structures |
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Other fixed assets |
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Leasehold improvements |
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Total property and equipment |
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Accumulated depreciation |
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Net property and equipment |
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Other assets |
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Total assets |
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$ |
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$ |
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Note: The Condensed Balance Sheet at December 31, 2022 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements.
The accompanying notes are an integral part of these condensed financial statements.
1
OLD DOMINION FREIGHT LINE, INC.
CONDENSED BALANCE SHEETS
(CONTINUED)
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September 30, |
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2023 |
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December 31, |
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(In thousands, except share and per share data) |
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(Unaudited) |
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2022 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Compensation and benefits |
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Claims and insurance accruals |
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Other accrued liabilities |
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Current maturities of long-term debt |
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Total current liabilities |
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Long-term liabilities: |
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Long-term debt |
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Other non-current liabilities |
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Deferred income taxes |
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Total long-term liabilities |
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Total liabilities |
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Shareholders’ equity: |
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Common stock - $ |
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Capital in excess of par value |
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Retained earnings |
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity |
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$ |
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$ |
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Note: The Condensed Balance Sheet at December 31, 2022 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements.
The accompanying notes are an integral part of these condensed financial statements.
2
OLD DOMINION FREIGHT LINE, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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(In thousands, except per share data) |
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2023 |
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2022 |
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2023 |
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2022 |
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Revenue from operations |
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$ |
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$ |
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$ |
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$ |
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Operating expenses: |
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Salaries, wages and benefits |
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Operating supplies and expenses |
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General supplies and expenses |
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Operating taxes and licenses |
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Insurance and claims |
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Communications and utilities |
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Depreciation and amortization |
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Purchased transportation |
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Miscellaneous expenses, net |
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Total operating expenses |
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Operating income |
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Non-operating (income) expense: |
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Interest expense |
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Interest income |
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( |
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Other expense, net |
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Total non-operating (income) expense |
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Income before income taxes |
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Provision for income taxes |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Earnings per share: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted average shares outstanding: |
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Basic |
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Diluted |
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Dividends declared per share |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed financial statements.
3
OLD DOMINION FREIGHT LINE, INC.
(UNAUDITED)
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Three Months Ended September 30, 2023 and 2022 |
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Capital in |
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Common Stock |
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Excess of |
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Retained |
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(In thousands) |
Shares |
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Amount |
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Par Value |
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Earnings |
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Total |
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Balance as of June 30, 2023 |
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$ |
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$ |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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Share repurchases, including net excise tax |
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( |
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( |
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— |
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( |
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( |
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Cash dividends declared ($ |
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— |
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— |
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— |
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( |
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Share-based compensation and share issuances, net of |
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— |
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Taxes paid in exchange for shares withheld |
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— |
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( |
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— |
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Balance as of September 30, 2023 |
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$ |
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$ |
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$ |
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$ |
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Balance as of June 30, 2022 |
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$ |
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$ |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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Share repurchases |
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( |
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( |
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— |
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( |
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( |
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Cash dividends declared ($ |
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— |
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— |
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— |
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( |
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Share-based compensation and share issuances, net of |
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— |
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— |
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— |
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Taxes paid in exchange for shares withheld |
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— |
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— |
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( |
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— |
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( |
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Balance as of September 30, 2022 |
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$ |
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$ |
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$ |
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$ |
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Nine Months Ended September 30, 2023 and 2022 |
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Capital in |
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Common Stock |
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Excess of |
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Retained |
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(In thousands) |
Shares |
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Amount |
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Par Value |
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Earnings |
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Total |
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Balance as of December 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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Share repurchases, including net excise tax |
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( |
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— |
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( |
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( |
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Cash dividends declared ($ |
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— |
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— |
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— |
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( |
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( |
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Share-based compensation and share issuances, net of |
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— |
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Taxes paid in exchange for shares withheld |
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( |
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( |
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( |
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— |
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( |
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Balance as of September 30, 2023 |
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$ |
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$ |
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$ |
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$ |
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Balance as of December 31, 2021 |
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$ |
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$ |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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Share repurchases, including settlements under accelerated |
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( |
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( |
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( |
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Cash dividends declared ($ |
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— |
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— |
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— |
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( |
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( |
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Share-based compensation and share issuances, net of |
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— |
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Taxes paid in exchange for shares withheld |
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( |
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( |
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( |
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— |
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( |
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Balance as of September 30, 2022 |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed financial statements.
4
OLD DOMINION FREIGHT LINE, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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Nine Months Ended |
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September 30, |
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(In thousands) |
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2023 |
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2022 |
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Cash flows from operating activities: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Gain on disposal of property and equipment |
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( |
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Deferred income taxes |
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Other, net |
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Changes in operating assets and liabilities, net |
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( |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Purchase of property and equipment |
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( |
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( |
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Proceeds from sale of property and equipment |
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Purchase of short-term investments |
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— |
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( |
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Proceeds from maturities of short-term investments |
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Net cash used in investing activities |
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( |
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( |
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Cash flows from financing activities: |
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Payments for share repurchases |
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( |
) |
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( |
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Principal payments under debt agreements |
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( |
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— |
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Dividends paid |
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( |
) |
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( |
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Other financing activities, net |
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( |
) |
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( |
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Net cash used in financing activities |
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( |
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( |
) |
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Increase (decrease) in cash and cash equivalents |
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( |
) |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed financial statements.
5
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note 1. Significant Accounting Policies
Business
We are one of the largest North American less-than-truckload (“LTL”) motor carriers. We provide regional, inter-regional and national LTL services through a single integrated, union-free organization. Our service offerings, which include expedited transportation, are provided through an expansive network of service centers located throughout the continental United States. Through strategic alliances, we also provide LTL services throughout North America. In addition to our core LTL services, we offer a range of value-added services including container drayage, truckload brokerage and supply chain consulting.
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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(In thousands) |
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2023 |
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2022 |
|
|
2023 |
|
|
2022 |
|
||||
LTL services |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other services |
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|
|
|
|
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Total revenue from operations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Basis of Presentation
The accompanying unaudited, interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and, in management’s opinion, contain all adjustments (consisting of normal recurring items) necessary for a fair presentation, in all material respects, of the financial position and results of operations for the periods presented. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements.
The preparation of condensed financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Our operating results are subject to seasonal trends; therefore, the results of operations for the interim period ended September 30, 2023 are not necessarily indicative of the results that may be expected for the subsequent quarterly period or the year ending December 31, 2023.
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, 2022. There have been no significant changes in the accounting principles and policies, long-term contracts or estimates inherent in the preparation of the condensed financial statements of Old Dominion Freight Line, Inc. as previously described in our Annual Report on Form 10-K for the year ended December 31, 2022, unless otherwise disclosed in this Form 10-Q.
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
On July 28, 2021, we announced that our Board of Directors had approved a stock repurchase program authorizing us to repurchase up to an aggregate of $
We entered into accelerated share repurchase agreements with a third-party financial institution on each of August 26, 2021 and February 24, 2022. 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 shares received 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 Balance Sheets. The
6
Company's accelerated share repurchase agreements are each settled 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.
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Agreement |
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Agreement |
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Settlement |
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Amount |
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Initial Shares |
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Shares Received |
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Total Shares |
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Date |
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Date |
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(In millions) |
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Received |
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at Settlement |
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Received |
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$ |
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$ |
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