jbh_10q-063012.htm
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
X
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

OR

__
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-11757

J.B. HUNT TRANSPORT SERVICES, INC.
(Exact name of registrant as specified in its charter)
 
Arkansas
71-0335111
(State or other jurisdiction
(I.R.S. Employer
of incorporation or
Identification No.)
organization)
 

615 J.B. Hunt Corporate Drive, Lowell, Arkansas  72745
(Address of principal executive offices)

479-820-0000
(Registrant's telephone number, including area code)

www.jbhunt.com
(Registrant's web site)

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 the filing requirements for the past 90 days.

Yes   X            No        

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Yes   X            No____

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   X     Accelerated filer _____    Non-accelerated filer _____     Smaller reporting company _____

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

            Yes                 No   X             

The number of shares of the registrant’s $0.01 par value common stock outstanding on June 30, 2012 was 117,549,605.
 
 
 

 
 
J.B. HUNT TRANSPORT SERVICES, INC.
 
Form 10-Q
For The Quarterly Period Ended June 30, 2012
Table of Contents
 
 
   
Page
Part I.    Financial Information
     
     
Item 1.
Financial Statements
 
     
 
Condensed Consolidated Statements of Earnings for the Three and Six Months Ended June 30, 2012 and 2011
3
     
 
Condensed Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011
4
     
 
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011
5
     
 
Notes to Condensed Consolidated Financial Statements as of June 30, 2012
6
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
  10
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
16
     
Item 4.
Controls and Procedures
17
     
     
     
Part II.    Other Information
     
     
Item 1.
Legal Proceedings
17
     
Item 1A.
Risk Factors
17
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
18
     
Item 3.
Defaults Upon Senior Securities
18
     
Item 4.
Mine Safety Disclosures
18
     
Item 5.
Other Information
18
     
Item 6.
Exhibits
18
     
Signatures
19
     
Exhibits
 
 
 
2

 
 
Part I.    Financial Information
 
ITEM 1.   FINANCIAL STATEMENTS
 
J.B. HUNT TRANSPORT SERVICES, INC.
 
Condensed Consolidated Statements of Earnings
(in thousands, except per share amounts)
(unaudited)
 
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Operating revenues, excluding fuel surcharge revenues
  $ 1,005,519     $ 924,689     $ 1,944,202     $ 1,756,289  
Fuel surcharge revenues
    249,611       225,166       476,850       394,346  
Total operating revenues
    1,255,130       1,149,855       2,421,052       2,150,635  
                                 
Operating expenses:
                               
Rents and purchased transportation
    616,723       536,688       1,172,841       990,392  
Salaries, wages and employee benefits
    255,864       255,462       505,909       487,489  
Fuel and fuel taxes
    113,085       120,276       233,638       229,251  
Depreciation and amortization
    56,227       52,551       112,347       103,908  
Operating supplies and expenses
    45,540       40,977       85,351       77,625  
Insurance and claims
    12,595       11,642       23,640       21,489  
General and administrative expenses, net of asset dispositions
    6,356       7,515       10,350       14,396  
Operating taxes and licenses
    7,323       6,883       14,465       13,531  
Communication and utilities
    4,202       4,418       8,699       9,288  
Total operating expenses
    1,117,915       1,036,412       2,167,240       1,947,369  
Operating income
    137,215       113,443       253,812       203,266  
Net interest expense
    6,929       6,706       13,916       15,141  
Earnings before income taxes
    130,286       106,737       239,896       188,125  
Income taxes
    49,835       41,041       91,760       72,334  
Net earnings
  $ 80,451     $ 65,696     $ 148,136     $ 115,791  
                                 
Weighted average basic shares outstanding
    117,226       120,237       117,122       120,607  
                                 
Basic earnings per share
  $ 0.69     $ 0.55     $ 1.26     $ 0.96  
                                 
Weighted average diluted shares outstanding
    120,027       123,285       119,888       123,623  
                                 
Diluted earnings per share
  $ 0.67     $ 0.53     $ 1.24     $ 0.94  
                                 
Dividends declared per common share
  $ 0.14     $ 0.13     $ 0.28     $ 0.26  
 
See Notes to Condensed Consolidated Financial Statements.
 
 
3

 
 
J.B. HUNT TRANSPORT SERVICES, INC.
 
Condensed Consolidated Balance Sheets
(in thousands)
 
   
June 30, 2012
   
December 31, 2011
 
   
(unaudited)
       
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 5,887     $ 5,450  
Trade accounts receivable, net
    472,077       411,479  
Prepaid expenses and other
    62,461       96,613  
Total current assets
    540,425       513,542  
Property and equipment, at cost
    2,777,107       2,658,143  
Less accumulated depreciation
    981,317       931,273  
Net property and equipment
    1,795,790       1,726,870  
Other assets
    29,061       26,920  
Total assets
  $ 2,365,276     $ 2,267,332  
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities:
               
Current portion of long-term debt
  $ 100,000     $ 50,000  
Trade accounts payable
    298,587       251,625  
Claims accruals
    43,980       42,364  
Accrued payroll
    57,683       77,107  
Other accrued expenses
    24,111       17,419  
Total current liabilities
    524,361       438,515  
                 
Long-term debt
    579,462       699,177  
Other long-term liabilities
    49,723       45,382  
Deferred income taxes
    498,457       516,715  
Stockholders' equity
    713,273       567,543  
Total liabilities and stockholders' equity
  $ 2,365,276     $ 2,267,332  
 
See Notes to Condensed Consolidated Financial Statements.
 
 
4

 
 
J.B. HUNT TRANSPORT SERVICES, INC.
 
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 
   
Six Months Ended
June 30,
 
   
2012
   
2011
 
             
Cash flows from operating activities:
           
Net earnings
  $ 148,136     $ 115,791  
Adjustments to reconcile net earnings to net cash provided by operating activities:
               
Depreciation and amortization
    112,347       103,908  
Share-based compensation
    16,389       12,633  
Gain on sale of revenue equipment and other
    (9,773 )     (6,129 )
Provision/(benefit) from deferred income taxes
    (13,121 )     13,049  
Changes in operating assets and liabilities:
               
Trade accounts receivable
    (60,598 )     (89,568 )
Other assets
    12,777       24,270  
Trade accounts payable
    50,424       81,055  
Income taxes payable or receivable
    20,334       41,756  
Claims accruals
    1,617       4,205  
Accrued payroll and other accrued expenses
    (17,953 )     6,703  
Net cash provided by operating activities
    260,579       307,673  
                 
Cash flows from investing activities:
               
Additions to property and equipment
    (214,748 )     (240,354 )
Net proceeds from sale of equipment
    43,868       29,391  
Changes in other assets
    24       86  
Net cash used in investing activities
    (170,856 )     (210,877 )
                 
Cash flows from financing activities:
               
Proceeds from issuances of long-term debt
    -       200,000  
Payments on long-term debt
    -       (200,000 )
Proceeds from revolving lines of credit and other
    719,352       412,208  
Payments on revolving lines of credit and other
    (789,843 )     (402,400 )
Purchase of treasury stock
    -       (85,331 )
Stock option exercises and other
    5,073       4,915  
Tax benefit of stock options exercised
    8,912       8,703  
Dividends paid
    (32,780 )     (31,393 )
Net cash used in financing activities
    (89,286 )     (93,298 )
Net change in cash and cash equivalents
    437       3,498  
Cash and cash equivalents at beginning of period
    5,450       7,651  
Cash and cash equivalents at end of period
  $ 5,887     $ 11,149  
                 
Supplemental disclosure of cash flow information:
               
Cash paid during the period for:
               
Interest
  $ 14,324     $ 17,775  
Income taxes
  $ 74,525     $ 8,126  
 
See Notes to Condensed Consolidated Financial Statements.
 
 
5

 
 
J.B. HUNT TRANSPORT SERVICES, INC.

Notes to Condensed Consolidated Financial Statements
(Unaudited)


1.     General

Basis of Presentation

The accompanying unaudited interim Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information.  We believe such statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of our financial position, results of operations and cash flows at the dates and for the periods indicated.  Pursuant to the requirements of the Securities and Exchange Commission (SEC) applicable to quarterly reports on Form 10-Q, the accompanying financial statements do not include all disclosures required by GAAP for annual financial statements.  While we believe the disclosures presented are adequate to make the information not misleading, these unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2011.  Operating results for the periods presented in this report are not necessarily indicative of the results that may be expected for the calendar year ending December 31, 2012, or any other interim period.  Our business is somewhat seasonal with slightly higher freight volumes typically experienced during August through early November in our full-load freight transportation business.

2.     Earnings Per Share

We compute basic earnings per share by dividing net earnings available to common stockholders by the actual weighted average number of common shares outstanding for the reporting period.  Diluted earnings per share reflects the potential dilution that could occur if holders of unvested restricted and performance share units or options exercised or converted their holdings into common stock.  The dilutive effect of restricted share units and performance share units and stock options was 2.8 million shares during the three and six months ended June 30, 2012, compared to 3.0 million shares for the three and six months ended June 30, 2011.

3.     Share-based Compensation

The following table summarizes the components of our share-based compensation program expense (in thousands):
 
     
Three Months Ended
June 30,
     
Six Months Ended
June 30,
 
     
2012
     
2011
     
2012
     
2011
 
Restricted share units:                                
Pretax compensation expense
  $ 6,899     $ 6,706     $ 13,645     $ 11,933  
Tax benefit
    2,639       2,578       5,219       4,589  
Restricted share unit expense, net of tax
  $ 4,260     $ 4,128     $ 8,426     $ 7,344  
Performance share units:                                
Pretax compensation expense
  $ 1,125     $ -     $ 2,249     $ -  
Tax benefit
    430       -       860       -  
Performance share unit expense, net of tax
  $ 695     $ -     $ 1,389     $ -  
Stock options:                                
Pretax compensation expense
  $ 264     $ 424     $ 495     $ 700  
Tax benefit
    101       163       189       269  
Stock option expense, net of tax
  $ 163     $ 261     $ 306     $ 431  
 
 
6

 
 
As of June 30, 2012, we had $35.8 million, $6.3 million and $1.2 million of total unrecognized compensation expense related to restricted share units, performance share units, and stock options, respectively, that is to be recognized over the remaining weighted-average period of approximately 2.8 years for restricted share units, 3.5 years for performance share units, and 1.2 years for stock options. During the six months ended June 30, 2012, we issued 22,687 shares for vested restricted share units and 644,470 shares as a result of stock option exercises, of which 22,687 shares for vested restricted share units and 483,670 shares resulting from stock option exercises were issued during the second quarter 2012.

4.    Financing Arrangements

Outstanding borrowings under our current financing arrangements consist of the following (in millions):
 
   
June 30, 2012
   
December 31, 2011
 
Senior revolving line of credit
  $ 30.0     $ 99.8  
Senior term loan
    200.0       200.0  
Senior notes, net of unamortized discount
    449.5       449.4  
Less current portion of long-term debt
    (100.0 )     (50.0 )
Total long-term debt
  $ 579.5     $ 699.2  

Senior Revolving Line of Credit

At June 30, 2012, we were authorized to borrow up to $500 million under a senior revolving line of credit, which is supported by a credit agreement with a group of banks and expires in August 2016.  This senior credit facility allows us to request an increase in the total commitment by up to $250 million and to request a one-year extension of the maturity date.  The applicable interest rate under this agreement is based on either the Prime Rate, the Federal Funds Rate or LIBOR, depending upon the specific type of borrowing, plus an applicable margin based on our credit rating and other fees.  At June 30, 2012, we had $30.0 million outstanding at an average interest rate of 1.50% under this agreement.

Senior Term Loan

Our senior term loan at June 30, 2012, consists of a three-year, unsecured $200 million variable-rate agreement, which matures in March 2014.  We are required to make an installment payment of $50 million in March 2013, with the remaining $150 million payable at maturity.  The applicable interest rate under this agreement is based on either the Prime Rate, the Federal Funds Rate or LIBOR, depending upon the specific type of borrowing, plus an applicable margin based on our credit rating and other fees.  At June 30, 2012, we had $200 million outstanding under this variable-rate senior term loan facility at an interest rate of 1.35%.

Senior Notes

Our senior notes consist of two separate issuances.  The first is $200 million of 6.08% senior notes, which mature in July 2014.  Principal payments in the amount of $50 million are due in July 2012 and 2013, with the remainder due upon maturity.  Interest payments are due semiannually in January and July of each year.  The second is $250 million of 3.375% senior notes, which mature in September 2015, with interest payments due semiannually in March and September of each year.  We have the option to redeem for cash some or all of the notes based on a redemption price set forth in the note indenture.

Our financing arrangements require us to maintain certain covenants and financial ratios.  We were in compliance with all covenants and financial ratios at June 30, 2012.

5.    Capital Stock

On April 28, 2010, our Board of Directors authorized the purchase of $500 million of our common stock.  We have purchased 13.2 million shares for approximately $497 million, with $3 million remaining under this authorization at June 30, 2012.  On October 27, 2011, our Board of Directors authorized an additional purchase of up to $500 million of our common stock, resulting in a total of $503 million remaining under our share repurchase authorizations at June 30, 2012.  We did not purchase any shares under our repurchase authorizations during the three months ended June 30, 2012.  On April 26, 2012, our Board of Directors declared a regular quarterly dividend of $0.14 per common share, which was paid on May 25, 2012, to stockholders of record on May 11, 2012.  On July 25, 2012, our Board of Directors declared a regular quarterly dividend of $0.14 per common share, which will be paid on August 17, 2012, to stockholders of record on August 3, 2012.
 
 
7

 

6.     Fair Value Measurements

Our assets and liabilities measured at fair value are based on the market approach valuation technique which considers prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities.

At June 30, 2012, we had $11.4 million of trading investments measured at fair value, based on quoted market prices (Level 1).  Trading investments are classified in other assets in our Condensed Consolidated Balance Sheets and are measured at fair value on a recurring basis.

The carrying amounts and estimated fair values using the income method (Level 2), based on their net present value, discounted at our current borrowing rate of our long-term debt at June 30, 2012, were as follows (in millions):
 
   
Carrying Value
   
Estimated Fair Value
 
Senior revolving line of credit
  $ 30.0     $ 30.0  
Senior term loan
  $ 200.0     $ 200.0  
Senior notes
  $ 449.5     $ 474.8  
 
The carrying amounts of all other instruments at June 30, 2012, approximate their fair value due to the short maturity of these instruments or their variable rate.

7.     Income Taxes

Our effective income tax rate was 38.25% for the three and six month periods ended June 30, 2012, and 38.45% for the three and six month periods ended June 30, 2011.  In determining our quarterly provision for income taxes, we use an estimated annual effective tax rate, which is based on our expected annual income, statutory tax rates, best estimate of nontaxable and nondeductible items of income and expense and the ultimate outcome of tax audits.
 
At June 30, 2012, we had a total of $18.8 million in gross unrecognized tax benefits, which are a component of other long-term liabilities on our balance sheet. Of this amount, $12.2 million represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate.  The total amount of accrued interest and penalties for such unrecognized tax benefits was $3.2 million at June 30, 2012.
 
8.    Legal Proceedings

We are a defendant in certain class-action allegations in which the plaintiffs are current and former California-based drivers who allege claims for unpaid wages, failure to provide meal and rest periods, and other items.  Further proceedings have been stayed in these matters pending the California Supreme Court’s decision in a case unrelated to ours involving similar issues.  In May 2012, the California Supreme Court issued its decision in this unrelated case.  We intend to file motions for summary judgment prior to allowing the case to proceed.  We cannot reasonably estimate at this time the possible loss or range of loss, if any, that may arise from these lawsuits.

We are involved in certain other claims and pending litigation arising from the normal conduct of business.  Based on present knowledge of the facts and, in certain cases, opinions of outside counsel, we believe the resolution of these claims and pending litigation will not have a material adverse effect on our financial condition, results of operations or liquidity.
 
 
8

 

9.  Business Segments

We reported four distinct business segments during the three and six months ended June 30, 2012 and 2011.  These segments included Intermodal (JBI), Dedicated Contract Services® (DCS), Truck (JBT), and Integrated Capacity Solutions (ICS).  The operation of each of these businesses is described in Note 13, Segment Information, of our Annual Report (Form 10-K) for the year ended December 31, 2011.  A summary of certain segment information is presented below (in millions):

   
Assets
(Excludes intercompany accounts)
As of
 
   
June 30, 2012
   
December 31, 2011
 
JBI
  $ 1,395     $ 1,273  
DCS
    517       488  
JBT
    233       250  
ICS
    48       42  
Other (includes corporate)
    172       214  
Total
  2,365     $ 2,267  
 
    Operating Revenues
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
   
2012
   
2011
   
2012
   
2011
JBI
  $ 762     $ 676     $ 1,456     $ 1,253  
DCS
    267       264       523       503  
JBT
    126       130       254       249  
ICS
    109       89       207       164  
Subtotal
    1,264       1,159       2,440       2,169  
Inter-segment eliminations
    (9 )     (9 )     (19 )     (18 )
Total
  $ 1,255     $ 1,150     $ 2,421     $ 2,151  

    Operating Income  
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
JBI
  $ 93.4     $ 76.5     $ 172.8     $ 139.2  
DCS
    33.2       27.4       61.4       46.0  
JBT
    8.8       6.9       13.7       12.8  
ICS
    2.0       2.6       6.0       5.2  
Other (includes corporate)
    (0.2 )     -       (0.1 )     0.1  
Total
  $ 137.2     $ 113.4     $ 253.8     $ 203.3  
 
    Depreciation and Amortization Expense  
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
JBI
  $ 25.3     $ 22.1     $ 50.0     $ 43.3  
DCS
    19.1       18.4       38.5       36.2  
JBT
    9.3       9.3       18.8       18.7  
ICS
    0.1       0.1       0.1       0.1  
Other (includes corporate)
    2.4       2.7       4.9       5.6  
Total
  $ 56.2     $ 52.6     $ 112.3     $ 103.9  

 
9

 

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should refer to the attached interim Condensed Consolidated Financial Statements and related notes and also to our Annual Report (Form 10-K) for the year ended December 31, 2011, as you read the following discussion.  We may make statements in this report that reflect our current expectation regarding future results of operations, performance and achievements.  These are “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995, and are based on our belief or interpretation of information currently available.  You should realize there are many risks and uncertainties that could cause actual results to differ materially from those described.  Some of the factors and events that are not within our control and could have a significant impact on future operating results are general economic conditions, cost and availability of fuel, accidents, adverse weather conditions, competitive rate fluctuations, availability of drivers, adverse legal decisions and audits or tax assessments of various federal, state or local taxing authorities.  Additionally, our business is somewhat seasonal with slightly higher freight volumes typically experienced during August through early November in our full-load transportation business.  You should also refer to Item 1A of our Annual Report (Form 10-K) for the year ended December 31, 2011, for additional information on risk factors and other events that are not within our control.  Our future financial and operating results may fluctuate as a result of these and other risk factors as described from time to time in our filings with the SEC.

GENERAL

 We are one of the largest surface transportation, delivery and logistics companies in North America.  We operate four distinct, but complementary, business segments and provide a wide range of transportation and delivery services to a diverse group of customers throughout the continental United States, Canada and Mexico.  We generate revenues primarily from the actual movement of freight from shippers to consignees and from serving as a logistics provider by offering or arranging for others to provide the transportation service.  In addition, we offer services that generally are not provided by common truckload or intermodal carriers, including specialized equipment, on-site management, final-mile and home delivery services.  Our local and home delivery services typically are provided through the use of a network of cross dock service centers throughout the continental United States.  We also utilize a network of thousands of reliable third-party carriers to provide comprehensive transportation and logistics services.  We account for our business on a calendar year basis with our full year ending on December 31 and our quarterly reporting periods ending on March 31, June 30 and September 30.  The operation of each of our four business segments is described in Note 13, Segment Information, of our Annual Report (Form 10-K) for the year ended December 31, 2011.

Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that impact the amounts reported in our Condensed Consolidated Financial Statements and accompanying notes.  Therefore, the reported amounts of assets, liabilities, revenues, expenses and associated disclosures of contingent liabilities are affected by these estimates.  We evaluate these estimates on an ongoing basis, utilizing historical experience, consultation with experts and other methods considered reasonable in the particular circumstances.  Nevertheless, actual results may differ significantly from our estimates.  Any effects on our business, financial position or results of operations resulting from revisions to these estimates are recognized in the accounting period in which the facts that give rise to the revision become known.

Information regarding our Critical Accounting Policies and Estimates can be found in our Annual Report (Form 10-K).  The critical accounting policies that we believe require us to make more significant judgments and estimates when we prepare our financial statements include those relating to self-insurance accruals, revenue equipment, revenue recognition and income taxes.  We have discussed the development and selection of these critical accounting policies and estimates with the Audit Committee of our Board of Directors.  In addition, Note 2, Summary of Significant Accounting Policies, to the financial statements in our Annual Report (Form 10-K) for the year ended December 31, 2011, contains a summary of our critical accounting policies.  There have been no material changes to the methodology we apply for critical accounting estimates as previously disclosed in our Annual Report on Form 10-K.
 
 
10

 

RESULTS OF OPERATIONS

Comparison of Three Months Ended June 30, 2012 to Three Months Ended June 30, 2011

    Summary of Operating Segment Results
For the Three Months Ended June 30,
(in millions)
 
   
Operating Revenues
   
Operating Income
 
   
2012
   
2011
   
2012
   
2011
 
JBI
  $ 762     $ 676     $ 93.4     $ 76.5  
DCS
    267       264       33.2       27.4  
JBT
    126       130       8.8       6.9  
ICS
    109       89       2.0       2.6  
Other (includes corporate)
    -       -       (0.2 )     -  
Subtotal
    1,264       1,159       137.2       113.4  
Inter-segment eliminations
    (9 )     (9 )     -       -  
Total
  $ 1,255     $ 1,150     $ 137.2     $ 113.4  
 
Our total consolidated operating revenues increased to $1.26 billion for the second quarter 2012, a 9% increase from the $1.15 billion in the second quarter 2011. Fuel surcharge revenues increased to $249.6 million during the current quarter, compared with $225.2 million in 2011. If fuel surcharge revenues were excluded from both periods, the increase was also 9%.

JBI segment revenue increased 13%, to $762 million during the second quarter 2012, compared with $676 million in 2011.  This increase in segment revenue was primarily a result of a 13% increase in load volume with the effect of traffic mix, customer rate increases and fuel surcharges keeping revenue per load virtually flat compared to a year ago.  Load volume in our eastern network increased 21% and transcontinental loads grew by 8% over the second quarter 2011.  Operating income of the JBI segment increased to $93.4 million in the second quarter 2012, from $76.5 million in 2011, primarily due to steady demand, overall load growth and lower office personnel compensation costs, partially offset by increases in outsourced drayage costs, rail purchase transportation costs, fleet maintenance costs and driver wages.

DCS segment revenue increased 1%, to $267 million in 2012, from $264 million in 2011.  Excluding fuel surcharges, revenue also increased 1% compared to the second quarter 2011, primarily due to increased truck count from new accounts.  Productivity, which is defined as revenue per truck per week, decreased slightly compared to second quarter 2011.  Operating income of our DCS segment increased to $33.2 million in 2012, from $27.4 million in 2011.  The increase in operating income was primarily due to the transfer of assets to more profitable accounts and the decline in fuel costs throughout the quarter.  Higher safety costs, toll road charges and maintenance costs compared to 2011, partially offset the increase in operating income.

JBT segment revenue totaled $126 million for the second quarter 2012, a decrease of 3% from the $130 million in the second quarter 2011.  Excluding fuel surcharges, segment revenue also decreased 3%, primarily due to a 4% reduction in tractors year-over-year.  Rates per mile, excluding fuel surcharges, increased 3%, while length of haul declined 10%.  Our JBT segment operating income was $8.8 million, compared to $6.9 million in the second quarter 2011.  This 27% increase in operating income was the result of favorable changes in freight mix, strong seasonal spot pricing, steadily declining fuel costs and improvements in fuel efficiency.  This increase in operating income was partially offset by increases in driver wages, independent contractor costs, lower utilization and higher empty miles compared to second quarter 2011.
 
ICS segment revenue grew 23%, to $109 million in the second quarter 2012, from $89 million in the second quarter 2011, due to a 16% increase in load volume in contractual business, while transactional volumes remained relatively flat.  Operating income of our ICS segment decreased to $2.0 million, from $2.6 million in 2011, primarily due to a decline in gross profit margin.  Our gross profit margin decreased to 10.6% in the current quarter vs. 12.3% in the second quarter 2011, due to increased purchase transportation costs.
 
 
11

 

Consolidated Operating Expenses

The following table sets forth items in our Condensed Consolidated Statements of Earnings as a percentage of operating revenues and the percentage increase or decrease of those items as compared with the prior period.
 
     
Three Months Ended June 30,
     
Dollar Amounts as a
Percentage of Total
Operating Revenues
   
Percentage Change
of Dollar Amounts Between Quarters
      2012    
2011
   
2012 vs. 2011
Total operating revenues
    100.0 %     100.0 %     9. 2 %
Operating expenses:                        
Rents and purchased transportation
    49.2       46.7       14. 9  
Salaries, wages and employee benefits
    20.4       22.2       0. 2  
Fuel and fuel taxes
    9.0       10.5       (6. 0 )
Depreciation and amortization
    4.5       4.6       7. 0  
Operating supplies and expenses
    3.6       3.6       11. 1  
Insurance and claims
    1.0       1.0       8. 2  
General and administrative expenses, net of asset dispositions
    0.5       0.5       (15. 4 )
Operating taxes and licenses
    0.6       0.6       6. 4  
Communication and utilities
    0.3       0.4       (4. 9 )
Total operating expenses
    89.1       90.1       7. 9  
Operating income
    10.9       9.9       21. 0  
Net interest expense
    0.5       0.6       3. 3  
Earnings before income taxes
    10.4       9.3       22. 1  
Income taxes
    4.0       3.6       21. 4  
Net earnings
    6.4 %     5.7 %     22. 5 %
 
Total operating expenses increased 7.9%, while operating revenues increased 9.2%, during the second quarter 2012, from the comparable period 2011. Operating income increased to $137.2 million during the second quarter 2012, from $113.4 million in 2011.

Rents and purchased transportation costs increased 14.9% in 2012.  This increase was primarily the result of the increase in load volume, which increased services provided by third-party rail and truck carriers within our JBI and ICS segments.

Salaries, wages and employee benefit costs remained flat during the second quarter 2012, compared with 2011, due to increases in driver pay offset by decreases in office personnel compensation costs.
 
Fuel costs decreased 6% in 2012, compared with 2011, due to decreases in the cost of fuel, offset by increases in freight volume.  It is not meaningful to compare the amount of fuel surcharge revenue or the change in fuel surcharge revenue between reporting periods to fuel and fuel taxes expense, or the change of fuel expense between periods, as a significant portion of fuel cost is included in our payments to railroads, dray carriers and other third parties.  These payments are classified as purchased transportation expense.

Depreciation and amortization expense increased 7% in 2012 primarily due to additions to our JBI segment container and chassis fleet to support additional business demand, as well as truck and tractor growth and trades within our JBI and DCS segments.  Operating supplies and expenses increased 11.1%, driven primarily by toll rate increases and increased tire cost and usage.  Insurance and claims expense increased 8.2% in 2012 compared with 2011, primarily due to increased accident severity.

General and administrative expenses decreased 15.4% for the current quarter from the comparable period in 2011, primarily due to an increase in net gains from asset sales.  Net gains from sale of revenue equipment were $4.1 million in 2012, compared with $1.8 million in 2011.
 
 
12

 

Net interest expense slightly increased in 2012, primarily due to increased debt levels.  Total debt increased to $679.5 million at June 30, 2012, from $664.3 million at June 30, 2011.

Comparison of Six Months Ended June 30, 2012 to Six Months Ended June 30, 2011
 
    Summary of Operating Segment Results
For the Six Months Ended June 30,
(in millions)
 
   
Operating Revenues
   
Operating Income
 
   
2012
   
2011
   
2012
   
2011
 
JBI
  $ 1,456     $ 1,253     $ 172.8     $ 139.2  
DCS
    523       503       61.4       46.0  
JBT
    254       249       13.7       12.8  
ICS
    207       164       6.0       5.2  
Other (includes corporate)
    -       -       (0.1 )     0.1  
Subtotal
    2,440       2,169       253.8       203.3  
Inter-segment eliminations
    (19 )     (18 )     -       -  
Total
  $ 2,421     $ 2,151     $ 253.8     $ 203.3  
 
Our total consolidated operating revenues increased to $2.42 billion for the first six months 2012, a 13% increase from the $2.15 billion for the comparable period 2011. Higher fuel prices during the first half of the period and overall increased load volume resulted in fuel surcharge revenues of $476.9 million during the first six months 2012, compared with $394.3 million in 2011. If fuel surcharge revenues were excluded from both periods, the increase of 2012 revenue from 2011 was 11%.

JBI segment revenue increased 16%, to $1.46 billion during the first six months 2012, compared with $1.25 billion in 2011.  This increase in revenue was primarily a result of increased load volume in both our eastern and transcontinental networks.  Excluding fuel surcharge, revenues increased 15% over the comparable prior year period.  Operating income of the JBI segment increased to $172.8 million in the first six months 2012, from $139.2 million in 2011, primarily due to increased load volume and lower office personnel compensation costs over the prior year, partially offset by increased purchased transportation cost and driver wages.

DCS segment revenue increased 4%, to $523 million in 2012, from $503 million in 2011.  This revenue increase was primarily attributable to new contracts.  Operating income of our DCS segment increased to $61.4 million in 2012, from $46.0 million in 2011.  This increase in operating income was primarily due to the increased revenue, transfer of assets to more profitable accounts and increased gains on equipment dispositions, partially offset by increased driver wages and maintenance costs.  Additionally, our DCS segment operating income for the 2011 period was reduced by a $1.6 million charge related to a customer bankruptcy.

JBT segment revenue totaled $254 million for the first six months 2012, an increase of 2% from $249 million in the same period in 2011.  Excluding fuel surcharges, revenue for the first six months 2012 was flat compared to the same period 2011, on a 4% reduction in tractors year-over-year.  Increases in customer rates and load volume were offset by less paid empty miles and a reduction in average length of haul.  Our JBT segment operating income increased to $13.7 million during the first six months 2012, from $12.8 million in 2011.  This increase in operating income was due to overall cost decreases related to the reduction in the segment’s tractor fleet, offset by increased independent contractor costs and fewer gains on equipment sales.

ICS segment revenue grew 26%, to $207 million in 2012, from $164 million in 2011, primarily due to a 15% increase in loads and higher pricing in our contractual and transactional business.  Operating income of our ICS segment increased to $6.0 million, from $5.2 million in 2011, primarily due to increased revenues.  ICS gross profit margin declined slightly to 12.4% for the first six months 2012 from 13.4% for the comparable period 2011 due to increased rates paid to carriers due to a tighter supply of qualified purchased transportation providers.  Our ICS employee count increased 7% during the first six months 2012, compared with 2011, and our third-party carrier base increased 13% over 2011.
 
 
13

 

Consolidated Operating Expenses

The following table sets forth items in our Condensed Consolidated Statements of Earnings as a percentage of operating revenues and the percentage increase or decrease of those items as compared with the prior period.
 
   
Six Months Ended June 30,
   
Dollar Amounts as a
Percentage of Total
Operating Revenues
 
Percentage Change
of Dollar Amounts Between Periods
    2012  
2011
 
2012 vs. 2011
Total operating revenues
    100.0 %     100.0 %     12. 6 %
Operating expenses:
                       
Rents and purchased transportation
    48.4       46.1       18. 4  
Salaries, wages and employee benefits
    20.9       22.7       3. 8  
Fuel and fuel taxes
    9.7       10.7       1. 9  
Depreciation and amortization
    4.6       4.8       8. 1  
Operating supplies and expenses
    3.5       3.6       10. 0  
Insurance and claims
    1.0       1.0       10. 0  
General and administrative expenses, net of asset dispositions
    0.4       0.6       (28. 1 )
Operating taxes and licenses
    0.6       0.6       6. 9  
Communication and utilities
    0.4       0.4       (6. 3 )
Total operating expenses
    89.5       90.5       11. 3  
Operating income
    10.5       9.5       24. 9  
Net interest expense
    0.6       0.8       (8. 1 )
Earnings before income taxes
    9.9       8.7       27. 5  
Income taxes
    3.8       3.3       26. 9  
Net earnings
    6.1 %     5.4 %     27. 9 %
 
Total operating expenses increased 11.3%, while operating revenues increased 12.6%, during the first six months 2012, from the comparable period of 2011. Operating income increased to $253.8 million during the first six months 2012, from $203.3 million in 2011.

Rents and purchased transportation costs increased 18.4% in 2012.  This increase was primarily the result of the increase in load volume which increased services provided by third-party rail and truck carriers within our JBI and ICS segments.

Salaries, wages and employee benefit costs increased 3.8% in 2012 from 2011.  This increase was primarily related to increases in driver and other labor pay due to increased business demand and a tighter supply of qualified drivers, offset by decreases in office personnel compensation costs.
 
Fuel costs increased 1.9% in 2012, compared with 2011, due to a net increase in the cost of fuel, as well as an increase in freight volume.  It is not meaningful to compare the amount of fuel surcharge revenue or the change in fuel surcharge revenue between reporting periods to fuel and fuel taxes expense, or the change of fuel expense between periods, as a significant portion of fuel cost is included in our payments to railroads, dray carriers and other third parties.  These payments are classified as purchased transportation expense.

Depreciation and amortization expense increased 8.1% in 2012 primarily due to additions to our JBI segment container and chassis fleet to support additional business demand, as well as truck and tractor growth and trades in our JBI, DCS and JBT segments.  Operating supplies and expenses increased 10.0% driven primarily by toll rate increases and increased tire cost and usage.  Insurance and claims expense increased 10.0% in 2012 compared with 2011, primarily due to increased accident severity and increased cargo claims.
 
 
14

 

General and administrative expenses decreased 28.1% from the comparable period in 2011, primarily as a result of a decrease in bad debt expense due to a 2011 customer bankruptcy and an increase in net gains from asset sales.  Net gains from sale of revenue equipment were $9.8 million in 2012, compared with $6.1 million in 2011.

Net interest expense decreased 8.1% in 2012, due to lower interest rates, offset by increased debt levels.  Total debt increased to $679.5 million at June 30, 2012, from $664.3 million at June 30, 2011.

Liquidity and Capital Resources

Cash Flow

Net cash provided by operating activities totaled $261 million during the first six months of 2012, compared with $308 million for the same period 2011.  Operating cash flows decreased primarily due to timing of payments of trade accounts payable and other accrued expenses, offset by increased earnings and the timing of trade receivables collections.  Net cash used in investing activities totaled $171 million in 2012, compared with $211 million in 2011.  The decrease related to the timing of equipment purchases and sales.  Net cash used in financing activities decreased to $89 million in 2012, compared to $93 million in 2011.  Financing expenditures consisted primarily of payments on outstanding debt and dividends in 2012, while net financing expenditures in 2011 were primarily for stock repurchases and dividends.  Cash paid for income taxes during the current period increased $66.4 million when compared to the first six months of 2011 due to the effect of timing differences caused by the use of 100% bonus depreciation within the Company’s 2011 corporate tax filings.

Debt and Liquidity Data
 
   
June 30, 2012
 
December 31, 2011
 
June 30, 2011
Working capital ratio
    1.03       1.17       1.14  
Current portion of long-term debt (millions)
  $ 100.0     $ 50.0     $ 15.0  
Total debt (millions)
  $ 679.5     $ 749.2     $ 664.3  
Total debt to equity
    0.95       1.32       1.11  
Total debt as a percentage of total capital
    49 %     57 %     53 %
 
Liquidity

Our need for capital has typically resulted from the acquisition of containers and chassis, trucks, tractors and trailers required to support our growth and the replacement of older equipment.  We are frequently able to accelerate or postpone a portion of equipment replacements depending on market conditions.  We have, during the past few years, obtained capital through cash generated from operations, revolving lines of credit and long-term debt issuances.  We have also periodically utilized operating leases to acquire revenue equipment.

We believe our liquid assets, cash generated from operations and revolving line of credit will provide sufficient funds for our operating and capital requirements for the foreseeable future.  The following table summarizes our expected obligations and commitments as of June 30, 2012 (in millions):
 
   
Total
   
One Year Or Less
   
One to Three Years
   
Three to Five Years
   
After Five Years
 
Operating leases
  $ 19.3     $ 7.4     $ 8.5     $ 3.0     $ 0.4  
Debt obligations
    680.0       100.0       300.0       280.0       -  
Interest payments on debt (1)
    49.2       20.7       25.9       2.6       -  
Commitments to acquire revenue equipment and facilities
    164.1       164.1       -       -       -  
Total
  $ 912.6     $ 292.2     $ 334.4     $ 285.6     $ 0.4  
 
(1)
Interest payments on debt are based on the debt balance and applicable rate at June 30, 2012.
 
 
15

 

Our net capital expenditures were approximately $171 million during the first six months of 2012, compared with $211 million for the same period 2011.  Our net capital expenditures include net additions to revenue equipment and non-revenue producing assets that are necessary to contribute to and support the future growth of our various business segments.  Capital expenditures in 2012 were primarily for tractors, additional intermodal containers and chassis, and other trailing equipment.  We are currently committed to spend approximately $164 million during the remainder of 2012.  We expect to spend in the range of $375 million to $400 million for net capital expenditures during calendar year 2012.  The table above excludes $22 million of potential liabilities for uncertain tax positions which are recorded on our Condensed Consolidated Balance Sheets.  However, we are unable to reasonably estimate the ultimate timing of any settlements.
 
Off-Balance Sheet Arrangements
 
Our only off-balance sheet arrangements as of June 30, 2012 were operating leases related to facility lease obligations.

Risk Factors

You should refer to Item 1A of our Annual Report (Form 10-K) for the year ended December 31, 2011, under the caption “Risk Factors” for specific details on the following factors and events that are not within our control and could affect our financial results.
 
·   Our business is subject to general economic and business factors, any of which could have a material adverse effect on our results of operations.  Economic trends and tightening of credit in financial markets could adversely affect our ability, and the ability of our suppliers, to obtain financing for operations and capital expenditures.  
       
·   We depend on third parties in the operation of our business.  
       
·
  Rapid changes in fuel costs could impact our periodic financial results.  
       
·   Insurance and claims expenses could significantly reduce our earnings.  
       
·   We derive a significant portion of our revenue from a few major customers, the loss of one or more of which could have a material adverse effect on our business.  
       
·   We operate in a regulated industry, and increased direct and indirect costs of compliance with, or liability for violation of, existing or future regulations could have a material adverse effect on our business.  
       
·
  Difficulty in attracting and retaining drivers, delivery personnel and third-party carriers could affect our profitability and ability to grow.  
       
·   We operate in a competitive and highly fragmented industry.  Numerous factors could impair our ability to maintain our current profitability and to compete with other carriers and private fleets.  
       
·
  Extreme or unusual weather conditions can disrupt our operations, impact freight volumes and increase our costs, all of which could have a material adverse effect on our business results.  
       
·
  Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties.  
 
ITEM 3.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We had $679.5 million of debt outstanding at June 30, 2012, including our senior revolving line of credit, senior term loan and senior notes issuances.  Our senior notes have fixed interest rates of 3.375% and 6.08%.  These fixed-rate facilities reduce the impact of changes to market interest rates on future interest expense.  Our senior revolving line of credit and senior term loan have variable interest rates, which are based on the Prime Rate, the Federal Funds Rate, or LIBOR, depending upon the specific type of borrowing, plus any applicable margins.  Risk can be quantified by measuring the financial impact of a near-term adverse increase in short-term interest rates.  Our earnings would be affected by changes in these short-term variable interest rates.  At our current level of borrowing, a one percentage point increase in our applicable rate would reduce annual pretax earnings by $2.3 million.
 
 
16

 

Although we conduct business in foreign countries, international operations are not material to our consolidated financial position, results of operations or cash flows.  Additionally, foreign currency transaction gains and losses were not material to our results of operations for the three or six months ended June 30, 2012.  Accordingly, we are not currently subject to material foreign currency exchange rate risks from the effects that exchange rate movements of foreign currencies would have on our future costs or on future cash flows we would receive from our foreign investment.  As of June 30, 2012, we had no foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.

The price and availability of diesel fuel are subject to fluctuations due to changes in the level of global oil production, seasonality, weather and other market factors.  Historically, we have been able to recover a majority of fuel price increases from our customers in the form of fuel surcharges.  We cannot predict the extent to which high fuel price levels may occur in the future, or the extent to which fuel surcharges could be collected to offset such increases.  As of June 30, 2012, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations.

ITEM 4.        CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our internal controls and disclosure controls.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures were effective as of June 30, 2012, in alerting them on a timely basis to material information required to be disclosed by us in our periodic reports to the SEC.

In addition, there were no changes in our internal control over financial reporting during our first six months of 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II.    Other Information
 
ITEM 1.        LEGAL PROCEEDINGS

We are a defendant in certain class-action allegations in which the plaintiffs are current and former California-based drivers who allege claims for unpaid wages, failure to provide meal and rest periods, and other items.  Further proceedings have been stayed in these matters pending the California Supreme Court’s decision in a case unrelated to ours involving similar issues.  In May 2012, the California Supreme Court issued its decision in this unrelated case.  We intend to file motions for summary judgment prior to allowing the case to proceed.  We cannot reasonably estimate at this time the possible loss or range of loss, if any, that may arise from these lawsuits.

We are involved in certain other claims and pending litigation arising from the normal conduct of business.  Based on present knowledge of the facts and, in certain cases, opinions of outside counsel, we believe the resolution of these claims and pending litigation will not have a material adverse effect on our financial condition, results of operations or liquidity.

ITEM 1A.     RISK FACTORS

Information regarding risk factors appears in Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report on Form 10-Q and in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011.

 
17

 



ITEM 2.        UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On April 28, 2010, our Board of Directors authorized the purchase of $500 million of our common stock.  We have purchased 13.2 million shares for approximately $497 million, with $3 million remaining under this authorization at June 30, 2012.  On October 27, 2011, our Board of Directors authorized an additional purchase of up to $500 million of our common stock, resulting in a total of $503 million remaining under our share repurchase authorizations at June 30, 2012.  We did not purchase any shares under our repurchase authorizations during the three months ended June 30, 2012.

ITEM 3.        DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.        MINE SAFETY DISCLOSURES
 
Not applicable.

ITEM 5.        OTHER INFORMATION

Not applicable.

ITEM 6.        EXHIBITS

Index to Exhibits
 
 
Exhibit
Number
  Exhibits
       
3.1     Amended and Restated Articles of Incorporation of J.B. Hunt Transport Services, Inc. dated May 19, 1988 (incorporated by reference from Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2005, filed April 29, 2005)
       
3.2     Restated Bylaws of J. B. Hunt Transport Services, Inc. dated February 4, 2010 (incorporated by reference from Exhibit 3.0 of the Company’s Current Report on Form 8-K, filed February 10, 2010)
       
10.1     Second Amended and Restated Management Incentive Plan
       
31.1
    Rule 13a-14(a)/15d-14(a) Certification
       
31.2
    Rule 13a-14(a)/15d-14(a) Certification
       
32.1     Section 1350 Certification
       
32.2     Section 1350 Certification
       
101.INS
    XBRL Instance Document
       
101.SCH
    XBRL Taxonomy Extension Schema Document
       
101.CAL
    XBRL Taxonomy Extension Calculation Linkbase Document
       
101.DEF
    XBRL Taxonomy Extension Definition Linkbase Document
       
101.LAB
    XBRL Taxonomy Extension Label Linkbase Document
       
101.PRE
    XBRL Taxonomy Extension Presentation Linkbase Document
 
 
18

 
 
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 thereunto duly authorized, in the city of Lowell, Arkansas, on the 31st day of July, 2012.
 

 
 
J.B. HUNT TRANSPORT SERVICES, INC.
                               (Registrant)
 
       
       
       
       
       
 
BY:
/s/ John N. Roberts, III  
    John N. Roberts, III  
    President and Chief Executive Officer  
    (Principal Executive Officer)  
       
       
  BY:  /s/ David G. Mee   
    David G. Mee  
    Executive Vice President, Finance and  
    Administration and Chief Financial Officer  
    (Principal Accounting Officer)  
 
 
19