Ladies and gentlemen, thank you for standing by. Welcome to the ArcBest Corporation's earnings conference call. [Operator Instructions] As a reminder, this conference is being recorded, Thursday, May 1, 2014. I would now like to turn the conference over to David Humphrey, Vice President of Investor Relations. Please, go ahead.

Welcome to the ArcBest Corporation First Quarter 2014 Earnings Conference Call. We'll have a short discussion of the first quarter results, and then we'll open up for a question-and-answer period. Our presentation this morning -- this afternoon will be done by Ms. Judy R. McReynolds, President and Chief Executive Officer of ArcBest Corporation, and Mr. Michael Newcity, Senior Vice President, Chief Financial Officer and Chief Information Officer of ArcBest Corporation. We thank you for joining us today. In order to help you better understand ArcBest Corporation and its results, some forward-looking statements could be made during this call. As we all know, forward-looking statements, by their very nature, are subject to uncertainties and risks. For a more complete discussion of factors that could affect the company's future results, please, refer to the forward-looking statements section of the company's earnings press release and the company's most recent SEC public filings. We will now begin with Mr. Newcity.

Thank you for joining us this afternoon. As you can see from our press release yesterday afternoon, we have made some significant changes with our new corporate name and brand positioning. Judy will talk more about this exciting news in a bit, but the overall takeaway is that our company has an evolving story, one that demonstrates how we're in a much better position than ever before to serve customers across the supply chain. We have an expanding array of services as well as people with the attitude to go above and beyond every day to get the job done. The changes announced yesterday more clearly define our progress and our people. We have never been so excited about the opportunities within our grasp. When most people think about our company, they think about our asset base, best-in-truckload carrier ABF Freight. We're happy ABF Freight has that recognition. And the ongoing hard work there has helped put that company back on a path to its historic profitability. In fact, without the effects of weather and a portion of a nonunion pension settlement charge, ABF Freight would have been profitable in the first quarter for the first time in 6 years. This represents a substantial improvement compared to last year's first quarter operating loss of over $22 million. And at the same time, our emerging businesses, ABF Logistics, Panther and FleetNet generated 27% of total revenue in the first quarter, and EBITDA that more than doubled. Now here are more details of our results for the first quarter of 2014. ArcBest's first quarter 2014 revenue was $577.9 million compared to $520.7 million last year. The first quarter 2014 net loss was $0.20 per share compared to a net loss of $0.52 per share last year. Including an adjustment for a pension…

Thank you, Michael, and good afternoon, everyone. Before turning to more specifics about the quarter, I want to take a moment to discuss some of the highlights from our corporate rebranding press release yesterday afternoon. This is a significant day for our company as we usher in a new era. In case you haven't seen it, here are some of the main points. We changed the name of our parent company to ArcBest Corporation. We unveiled a new brand identity across the entire organization. That includes new logos, a new ticker symbol, a new ad campaign and important updates to our positioning as one unified company. ABF Logistics, which we formed last summer to provide easier access to third-party solutions, also now includes our Household Goods Moving business, which has been renamed ABF Moving. It's important to note that we're continuing to publicly report this segment. Panther Premium Logistics' new name better describes what Panther offers the marketplace. Data-Tronics, our in-house IT solutions group, is now ArcBest Technologies. Why have we done all of this? As the transportation and logistics market changes rapidly, we offer an expanding array of services across the supply chain. But in many cases, people don't know that. We are connecting the dots for them and presenting ourselves to the market as a unified company bound by common DNA. We want to make sure that everyone understands that we're creative problem-solvers who go the extra mile day-in and day-out. For more information, I encourage you to visit our new website, arcb.com. Now on to some additional detail about our quarter. First, the emerging business. As Michael said earlier, these companies represent a significant piece of our evolving story. Panther had a very strong first quarter as improved demand for premium freight services contributed to tightened capacity…

Mike, I think we're ready for some questions.;;;

[Operator Instructions] One moment please for the first question which comes from the line of Chris Wetherbee.

This is Seth Lowry in for Chris. I guess, I'd say if I could start off on pricing. Looks like you guys saw a pretty meaningful acceleration coming out of March into April. I'm just wondering, is there any lingering benefits on the pricing side from tighter weather or maybe can you get a bit of market share? And have you seen that same step-up on the contractual pricing side in April?

Well -- this is Judy. I want to be sure that you picked up on something that we said as we're going through our prepared comments. As you looked to April in comparison to March on the pricing side, you have to keep in mind a couple of things. One of those is that our business mix is affecting that increase level, and also, we put in the general rate increase, really in the last week of March. So it affects the full month of April but not the full month of March. And so when you look at that, you have to keep that in mind.

Okay, and then maybe if I can follow up. You guys have quantified the weather effects on freight during the quarter, but could you give us a sense for your non-freight businesses, what the net impact was?

Well, I think we have a mixed impact there if you looked at it. We had some -- some of our emerging businesses that were affected positively. Some of them were affected negatively. And so from that standpoint, I think you have a mix of things that's happening there.

Your next question comes from the line of Todd Fowler.

I did want to ask about the tonnage growth that you saw here in the quarter. This is some of the strongest tonnage that we've seen from you in a couple of quarters, especially when you adjust for the weather. Judy, I'm just kind of curious, in your comments, what you think really is kind of the driver behind that?

Well, I think there's a few things. One of those, being that the economy seems to be a little bit better. I also think that we're positively affected with the tight capacity situation that exists out in the marketplace, probably, as a result of that economy, perhaps, maybe some other things were at play there. But then, really the last thing, I think, is just as we finalize our contract, the union labor contract in November of last year, I think that as we turn the page into 2014, we really don't have that issue to deal with. And I think that, that helps as we have customer conversations going forward, and we're pleased if that's case. And there's a lot to look forward to along those lines both with ABF Freight and the other businesses that we have.

Okay, that helps. And then just my second question. On the operating ratio, I mean, if we adjust it for the weather, a shade below 100 share [ph] per freight during the quarter. That would typically you've seen almost 500 basis points, probably not quite that high of sequential improvement, the effective GRI coming in, you've had the savings from the network consolidation. Is there anything that we should think about that you may not be able to realize the normal sequential improvement from the adjusted operating ratio in the first quarter into the second quarter?

We -- I think that you mentioned all of the things that we were thinking of. You're right, when you think about the kind of the normal sequential as you move from first to second quarter on average was what you said. I mean, that's in the range of what we've experienced in the past. And then also, you had the little bit earlier GRI effect, and we are happy to say that we've got that initial phase of the consolidation of our facilities behind us, and we're looking forward to the benefits of that for the remainder of the year. So, Michael, did you -- is there anything that would you have to add? Okay.

The next question comes from the line of Brad Delco.

This is actually Ben on for Brad. I noticed in the press release, you said that these are new marketing plans in addition to kind of the rebranding. For modeling purposes, is there anything we should be thinking about in terms of cost of the new marketing efforts? [Audio Gap] David, I think we've had trouble hearing Michael.

Okay, I think what happened is Michael was not on.

The numbers are going to be really immaterial. The biggest dollars you see in something like this, for a company that's going off and rebranding existing equipment on the road, and we're not going to do that. As we replace equipment at ABF and at Panther, we're going to have that equipment with the new branding on that. The other dollars spent on this were already internal resources. Some things we have already had planned before the rebranding, like the relaunch of the corporate website was already on the -- has been on the agenda for the last couple of years to redo, so those costs are really immaterial.

Okay, great. And then just one follow-up. Do you guys kind of think about longer term and your focus on the non-asset side of your business? What inning do you think you're in, in terms of investing in and growing those businesses? And will that be, going forward, the priority for capital allocation?

So I would say we're in the maybe the first or second or -- just it's early in the stages of this in terms of our efforts to grow those businesses. We've got a great opportunity, but it is, certainly the case that we're in early stages. And when you say capital allocations, that's an interesting thought when you're talking about non-asset businesses, really. I mean, what -- when you invest in those businesses, what you typically see are sales, additional sales efforts, IT costs, at times, operational support costs, that sort of thing. So in many cases, what you see is those are hitting your operating expense line items. And you see that actually this quarter with ABF Logistics and our Moving business. So that's where you see the investment. We are focused on the investments that are needed in those businesses. But I can tell you, coming from kind of our history of really primarily dealing with the asset base company that we have in ABF Freight, by comparison, the investment dollars that you'll have to have in these emerging businesses is less. So on the ABF Freight side, we do plan to continue to invest in that business because that is our core business. It's the foundation of our company and many of the customer relationships that we will be growing with. And so we have really all of those things going on as you look to the future for our company.

I guess, I was thinking about from an M&A standpoint.

Oh, from an -- good point. Yes. I mean, I think, whenever we're thinking of -- from an M&A standpoint, if we were to make an acquisition, it would be to support those emerging businesses.

And this question comes from the line of David Ross. David G. Ross - Stifel, Nicolaus & Company, Incorporated, Research Division: CapEx seemed a little light in the quarter versus the $90 million to $100 million expectation for '14. Is that expected to ramp up in 2Q through 4Q? Or is that going to come in a little bit lighter?

That's just timing. There were some purchases that were planned, and it was -- but we're still sticking to the $90 million to $100 million. David G. Ross - Stifel, Nicolaus & Company, Incorporated, Research Division: And then, after the consolidation of the 30 terminals since last summer, what's the total terminal counted ABF network today?

247. David G. Ross - Stifel, Nicolaus & Company, Incorporated, Research Division: And then, last question is just on the D&A line, depreciation that ABF Freight is down a little over $3 million year-over-year. What drove that?

Well, we had -- if you think about CapEx, for example, coming into '13, we had about -- we kind of stepped down a little bit -- stepped down somewhat in '12 that drove that '13 -- I'm sorry, let me back up here. If you remember, in '13, we actually had CapEx of $24 million, which is only about $3 million of revenue equipment. And it was around just the uncertainty on the labor contract, and we did not make kind of the normal round of purchases that we would have made in that period. And so that's what's causing that comparison difference. David G. Ross - Stifel, Nicolaus & Company, Incorporated, Research Division: I mean, you have a fundamentally the same amount of tractors today than you did a year ago, I just wouldn't understand why...

They're just slightly older.

But you do, Dave, have some that reached a point of being fully depreciated.

Right.

And what we're saying is that there's more -- there's a higher percentage of those than normal in our fleet. And as we move into the latter part -- I mean, not the latter part, really, into, as we speak, really we're taking -- are going to be taken delivery of our 2014 units. And the numbers that we're going to spend in 2014 are much more in line to actually a little bit higher than normal. But that's included in the numbers that we've already given. But I think everybody can understand with the uncertainty that we dealt with in 2013 that we just didn't have a normal CapEx year, and that ended up being a factor in our cost structure as you enter this year.

Your next question comes from the line of Billy Greene.

Judy, can you go over some details around the network realignment? I know in the press release you talked about $10 million to $12 million. Is it as simple as we should think about that having a $4 million benefit in the second quarter? Does it not work that way? What are some of the puts and takes -- kind of think about how that scales up?

Well, I think it is a benefit that we would gain pretty much equally as the months go by in 2014. Where we've identified this, I mean, and it's something that we waited to really provide the detail of because we wanted to ensure that we saw the results really before we were out -- ahead of ourselves saying what they would be. We saw this kind of savings in March. And so as we go through the remaining months of this year, we should see an equal portion of that as we go.

Well, that makes sense. As a -- I want to follow up on just some of the CapEx questions there. So you're seeing some really good tonnage growth numbers. Do you feel you have enough capacity in the network at this point? Or I would assume, if you keep growing at this rate, it's not too far out where we'd have to step up pretty aggressively. Or maybe you can sort of give a sense for what's latent capacity in the network.

So we think we'll be fine based on what we've disclosed already. Our tendency would be to address whatever issues we would have perhaps in the peak seasons with higher utilization of rail or purchase transportation or to rented equipment rather than to add fixed cost to the network that we're not sure would be there all year long, for instance. And so with our new labor contract, we actually have more options available to us with the ability to use an increased level of purchase transportation. And we've seen an increase in use of that as we've gone through each month of the first quarter. So that's a good option for us.

On those things, if I may add, is if you -- if we really got into a crunch there, you just don't sell as many -- you keep some a little longer, too. So that gives you -- you'll always are going to have some flexibility there if you really need to do that.

Your next question comes from the line of Ken Hoexter.

If you look at the network, is there anything else that seems obvious when you look at these 30 service centers that you shut? Anything else that -- any immediate steps that you've looked to add on now that you've seen the success of those?

So we are going through an optimization process as we speak. And I think I spoke to that in my prepared comments that it's an ongoing process. We do see things that we're going to be able to do in the network. We're at an early stage with some of those thoughts, and so we're not in a position to really disclose that at this point. But we see quite a number of things that we're going to able to do to make our -- basically our network run more efficiently and to give better service to customers. And so we're excited about the things that we're seeing. We're just at an early stage and not really ready to fully discuss those or disclose them at this point.

So maybe you can just expand on it. I know there are other freedoms [ph] aside from purchased transportation that you've gained from the contract that you've been able to take advantage of already in terms of cost savings or maybe even more efficient operations.

Well, there are. It really is involved with work reel [ph] flexibility, the utilization of employees and facilities and that sort of thing. But it's a greater ability to do those things, and we do see some benefits from where we are today relative to where we were before we finalized the contract.

Your next question comes from the line of Matt Brooklier.

So my question is regarding yield and you indicated you had some mix changes in the quarter and also in April that had influence. So I was just curious to hear -- or if you could talk to what were some of the mix change factors that impacted yield. And I'm trying to get a sense for what's kind of sustainable here?

Well, I'd tell you, as we were moving into the first quarter relative to the fourth quarter, we had a greater influx of spot truckload business in our network. And that actually worked to reduce the yield numbers that you saw on the first quarter. As we moved into April, by design, by us in our actions, we've actually reduced that business because we want to be sure that we're able to best serve our regular LTL customers as we moved into the busier times of the year. And so that's something that we typically do. But because of the tightness in the capacity and the rest of the market, we probably saw a greater influx of that business in the first quarter than we normally would. And therefore, as you move into April, you're seeing a bigger impact of that as we moved basically our spot prices up to address that issue. And so what you see as a negative impact on the yield figures in the first quarter, you see a positive impact of in the month of April.

Okay, that's helpful. And then, I'm just trying to get a sense for how much truckload freight you saw migrate into your network during first quarter? And then it sounds like you did some things to lessen that impact during April. But I'm just curious to hear, the pace of truckload freight coming into the LTL, your network and the industry in general, if that's kind of slowed at this point in April?

So we -- basically, we don't separate those out. We just report total figures. And so what I'm giving you is really the color of what happens. But I can tell you, we had a greater than normal effects from that in the first quarter than -- I mean, if you compare it back to last year's kind of first quarter to fourth quarter relationship. And we also had a greater reduction than you would normally see when you're moving from April compared back to March. And so I don't know necessarily that I would characterize that as a market change or a weakening, for instance, of what's happened in the market. That is more proactive actions on our part to make sure that we're giving the best service that we can to our regular LTL customers.

The next question comes from the line of Scott Group.

Just wanted to follow up on the yield question. Can you just remind us what percent of the business gets a GRI? And give a view on how well that's picking?

35%.

So it's 35% percent of our business is affected by the GRI. And it's very early, but we don't have anything to report but that it's just business as usual.

Okay. I guess, do you think that this yield number is sustainable kind of as we make it to the third quarter and we lap last year's GRI? Trying to think about how this should impact the model for the year.

Well, I just -- I think that if you're looking purely at April, just consider the factors that I just suggested to you. So typically [ph], if you're looking year-over-year, but those are 2 factors: one, that I just fully described to Matt when he asked that question about what's happening with our spot business; and then also the effect of the GRI in the month of April is there against last year because we didn't do a GRI until May of 2013. So as you move through the year, typically, in a normal fashion, we see that discounted away to some extent, and I would expect that to continue to happen as it normally does. I'm not suggesting there'll be anything unusual about it. But as you move through the year, it becomes less of an issue than it is purely in the month of April because it is of a -- it's more than a full month early.

Okay. That makes sense. The Panther results look really good, both top line and margins, and wondering how you think weather offload [ph] or getting help there. And maybe any thoughts on how we should we think about Panther the next few quarters.

I'm pleased to say that that's the best quarter of results that they have had since we've owned them. So we agree that they look good. And I mean, the management team there is really clicking on all fronts, and we're pleased with what they're doing. The weather does, I think, positively affect their business, there is no doubt about that. But that's not what the entire story is. In their auto vertical and in the high-valued products, I mean, the manufacturing vertical they saw improved results above, if you will, normal. But they saw improvements in every vertical that they have. And so I think they have been affected by what's happening in that part of the business. I think the success of their sales force, their ability to find capacity at times when no one else can. And I think they're just viewed very positively in the marketplace. And so this is the kind of environment that they do well in, and so it should be a good year for them.

The next question comes from the line of Rob Salmon.

As a follow-up to Ken's earlier question about the Teamster contract adjustments. Should we think about you guys getting more of a benefit during a softer freight environment or a tighter freight environment as business volumes increase?

I think that when you look at the first quarter, which we would characterize as our softest environment, you're going to see more benefits there than perhaps you would in the other quarters of the year, but I can tell you that based on the figures that we gave when we first announced the contract implementation, we're just really right on target with what we expected within that range. And so we're seeing the results from that be as expected. But again, because of the nature of the costs that we have, you are going to see a good benefit of that in the first quarter, and we did, so.

Judy, that color is really helpful. And then as we think about the ABF Freight segment getting back to those historical margins, obviously, you've got now the benefit of the new Teamster contract, the operational changes, and we're already seeing the impact of the general rate increase as well as the better contractual pricing environment. Has that changed your thought in terms of the timing of how quickly the company can get back there? Or do additional adjustments seem to be made to achieve this?

I still think we have some adjustments to make. I mean, it's -- we're on a path, executing on a plan to attempt to get ABF Freight back to it's historical profitability. But there's some execution involved in getting that done. And it is going to take some time, and I think it was right when we initially said this to say that the full realization of the contract savings will come really over a 24-month period from the date of implementation, not so much just within a 12-month period. So I think there's still more to come on that front. And then, again, just in the opportunities that we see, both with cost and with the business we have and our ability to grow, those are all factors that are going to contribute to the restoration of ABF Freight's historic profitability. But there is work involved, and it will take some time.

The next question comes from the line of Todd Fowler.

I just wanted -- the follow-up I had was on the rental and purchased transportation during the quarter. It looks like there's about 11% of freight revenue. And Judy, I think you made some earlier comments that you are actually seeing that increase on a monthly basis sequentially during the quarter. I guess I was curious, is the 11% -- is that kind of the right number that we should think about? Was that impacted by some of the rail service disruptions here in the quarter? And if that doesn't move up salaries and wages then, kind of trend down a little bit to offset some of that?

I would expect that as we use purchased transportation that it would offset against the reduction in the salaries and wages lines. The rail percentage that we saw for the full quarter was increased just a little bit. So it wasn't off. But as we move through the first quarter, we had a continuous increase in the use of purchased transportation in that -- that was included in that line item as well. And so by the end of the first quarter in March, we had about 3% of purchased transportation that we were using. And the previous, 2 months, it was 1.8%, and then in January, it was just not even 1%. So that's what of -- part of what we're talking about as we're phasing in the use of purchased transportation that's allowed under the contract. And we can go up to 6%. And so we've begun to use that.

And Todd, that's just an example of what we've talked about. Some of this stuff, we're going to phase in over 2 years, and that's an example of -- as we're just kind of fading [ph] in and any additional opportunities to use more of that. But that's an example of the phasing in example.

Yes, that makes sense with your last comment. And then the other one I got -- Michael, do you have a depreciation and amortization full-year number for freight that we should think about?

Yes, it's $85 million to $90 million for the company.

We now have another question from Scott Group.

I just want to clarify something here. I thought I heard you say at some point during when you put their comments up, some of the cost savings were doing better than expected. I just missed that. If you could elaborate on that. And then also, if you can just remind us the case of labor savings that you expected from the deal and when the first wage increase starts again.

Okay. What I was referring to was the savings associated with the consolidation of facilities was better, somewhat better than we have -- had originally expected. Although, we hadn't said a number publicly on that. What we're talking about is our internal projections for that number. And so that -- hope that clarifies that. And then I am going to let Michael give you a refresher on the contract savings. And then we can talk about the waging -- the wage increase that goes into play for the union labor contract.

Yes. What we talked about before is that the net savings from the contracts in the $55 million to $65 million range on an annualized basis, and as Judy mentioned, we're kind of -- we're hitting right there in the fairway on that right now that we believe in terms of what we'd expect for the savings to be; 75% of that amount, however, is realized kind of -- that's around the wage reductions and vacation reductions, and that's kind of Day 1. The remaining 25% of that is something that we would expect to realize over the 24 months -- the next 24 months. And we mentioned that -- as David mentioned, we start to see some of that in the purchased transportation benefit in the quarter as well. There's a July 1 increase of 2% on wages. And we think about that -- the way we look at that is -- we've got actually on an annualized kind of compounded growth rate, the current contract we project to be about kind of 2.3% to 3% annual increase as we look at wages, health, welfare, and pension. Those levels on health, welfare, and pension are determined on an annual basis based on the need for that. And that compares to our prior contract, which was about 3.4%. So it compares favorably to the prior contract amount, so we should see continued benefit of that lower rating preschedule over the next few years. So that's another element of the contract that will add the benefit to the company.

That's great color. Is that 2% -- what is it, 2.5% increase, is that included in the $55 million to $60 million of savings?

Yes, the way to look at the savings is that's kind of the -- the $55 million to $65 million is basically the cost reset of the company. And so that's the cost reset of ABF Freight in that reduction, and then as you have cost increases after that first year of savings, then our expectation is that, that will offset that with yield improvement.

We have no other questions at this time. I will now turn the call back to you. Please, continue the presentation and the closing remarks.

Okay. Well, we appreciate your interest in ArcBest Corporation, and we will -- this concludes our first quarter earnings conference call. Thanks a lot.