Arcbest Corporation · NASDAQ:ARCB
Arcbest — Arkansas Best — Merger or Acquisition (June 2012)
17 slides from Arcbest's merger presentation, Jun 14, 2012
Slide 1: Investor Presentation
June 14, 2012 Investor Presentation
Slide 2: Arkansas Best Corporation contact information
Arkansas Best Corporation Post Office Box 10048 (72917-0048) 3801 Old Greenwood Road Fort Smith, Arkansas 72903 Judy R. McReynolds President & Chief Executive Officer Michael E. Newcity Vice President - Chief Financial Officer David Humphrey Vice President, Investor Relations and Corporate Communica
Slide 3: Forward-Looking Statements
Forward-Looking Statements The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Statements contained in this report that are not based on historical facts are “forward-looking statements.” Terms such as “anticipate,” “believe,” “estimate,” “expect,”
Slide 4: Transaction Summary
Transaction Summary Type Transaction Purchase Price Financing Expected Close Acquisition of Panther Expedited Services, Inc. Stock purchase Seller will use a portion of their proceeds to payoff all of Panther’s outstanding debt $180M cash consideration 7.6x 2011 Adjusted EBITDA1 Subject to working c
Slide 5: Corporate Growth Strategy
Corporate Growth Strategy Growth and diversification strategy Focus on providing integrated logistics solutions to customers Growth through organic investment and strategic acquisitions Methodical, multi-year analysis of options for diversification Strategic advisory group engaged in 2008 to help as
Slide 6: Why We Are Acquiring Panther Expedited Services
Why We Are Acquiring Panther Expedited Services Significantly advances ABC’s long-term growth and diversification strategy Asset-light premium logistics platform Provides enhanced end-to-end logistics solutions that our customers increasingly demand $215M reported revenue, $24M Adjusted EBITDA1 in F
Slide 7: Panther at a Glance
Panther at a Glance Business Description Key Facts Revenue by Service and End Market Historical Financial Profile Panther is North America’s largest independent expedited transportation provider Expanding platform in premium freight logistics and freight forwarding Significant diversification of cus
Slide 8: Panther Market Size and Opportunity
Panther Market Size and Opportunity Exclusive-use vehicles for time-critical, door-to-door shipments Pick up within 90 minutes and delivery within 15 minutes of customer specifications Delivery anywhere and by any mode to meet required transit time Narrow pick up & delivery windows Specialized requi
Slide 9: Combined ABF / Panther Market Size and Opportunity
Combined ABF / Panther Market Size and Opportunity 8 Sources: Armstrong & Associates, Arkansas Best Economic Analysis, management estimates Transportation Management market size measured in total freight under management (1) Approximate Total Opportunity: $200B
Slide 10: Opportunities for ABF / Panther Customers
Opportunities for ABF / Panther Customers Shipments primarily move through ABF's LTL network; currently outsource "hot shot" shipments to providers like Panther. ABF customers gain better access to Panther “hot shot” service. Expedited Transportation Direct door-to-door service via exclusive-use veh
Slide 11: Combined Company Investment Highlights
Combined Company Investment Highlights 10 Enhanced End-to-End Solutions Offering for Customers Diversified Revenue Stream and End Markets Served Cohesive Approach to Market Attractive Financial Profile Strong Balance Sheet Experienced Management Team ABF LTL, ground expedited, freight forwarding, tr
Slide 12: Organizational Structure
Organizational Structure Panther Expedited will operate as a subsidiary of Arkansas Best Corporation Sister company with ABF Freight System, Inc. Andy Clarke will report to Judy McReynolds Panther will be managed independently from ABF Locations will remain in place Management to be retained Maintai
Slide 13: Combined Financial Data
Combined Financial Data Revenue 1 Adjusted EBITDA 2 Cash Flow from Operations Net Capital Expenditures 12 $1,854 $2,123 $48.7 $123.3 $36.2 $112.3 Revenue before intercompany eliminations Panther’s EBITDA adjusted for management fees / expenses (2010 and 2011) and IPO preparatory costs (2010 only) ($
Slide 14: Combined Capitalization
Combined Capitalization 13 Arkansas Best Corporation 2011 Standalone Multiple of EBITDA Adjusted Combined 2011 Multiple of Combined Adj. EBITDA2 Cash and short term investments 1 Capital lease obligations Notes payable New term loan Total debt Net debt $175.3 44.3 26.7 - $71.0 ($104.3) - 0.4x 0.3x -
Slide 15: New Term Loan Summary
14 New Term Loan Summary Facility Syndication Maturity Amortization $100.0M Senior Secured Term Loan U.S. Bank (Bookrunner, Lead Arranger, Administrative Agent) BB&T, PNC Bank (Agents) Five Years $10.0M in Year 1; $12.5M in Year 2; $15.0M in Year 3; $17.5M in Year 4; $17.5M in Year 5 (all payments i
Slide 16: Recent Core Business Improvements
15 Recent Core Business Improvements Operating Ratio 1 Billed Revenue / CWT Tonnage (thousands of tons) (1) Adjusted for pension settlement expense (pre-tax) and goodwill impairment (2009 only) 2011 pricing efforts improved ABF’s broad base of accounts Primed for more profitable growth with existing
Slide 17: APPENDIX I: Non-GAAP Reconciliation
16 APPENDIX I: Non-GAAP Reconciliation Panther Arkansas Panther Arkansas Expedited ($ Millions) Best Expedited Total Best Services, Inc. Total Corporation Services, Inc. Combined Corporation (unaudited) Combined NON-GAAP RECONCILIATION Net Income (Loss) $ (32.7) $ (8.4) $ 6.2 $ (3.4) Interest Expens