Greetings, and welcome to the ArcBest Second Quarter 2019 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded Wednesday, July 31, 2019. I would now like to turn the conference over to David Humphrey, Vice President of Investor Relations. Please go ahead..

Welcome to the ArcBest Second Quarter 2019 Earnings Conference Call. A presentation this morning will be done by Judy McReynolds, Chairman, President and Chief Executive Officer of ArcBest; and David Cobb, Chief Financial Officer of ArcBest.

Today, following Judy and David's opening remarks about the second quarter results, I will conduct a question-and-answer period with them by reading submitted questions that we received last night following our earnings release. We appreciate the questions that we received. We will try to answer as many as we can during the remainder of this call.

We thank you for joining us today. In order to help you better understand ArcBest 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 filing.

In order to provide meaningful comparisons, certain information discussed in this conference call includes non-GAAP financial measures as measured and described in the tables in our earnings press release. We will now begin with Judy..

Thank you, David, and good morning, everyone. We were pleased to report another positive quarter, one that was quite solid in historical terms, but obviously experienced some moderation from last year's record-setting pace.

Throughout the quarter, we saw that some areas of the economy remained strong while others were more volatile, leading to a mixed outlook among our customers and some basis for caution. But generally, the environment was positive.

We have been tracking the rising trend in inventory-to-sales ratio this year, and also note that there is some ongoing concern on the tariff front, while industrial production and manufacturing levels were sequentially soft. All of this, obviously, impacts demand for logistics services.

Overall, however, we are encouraged by the fact that our customers increasingly seek advice and expertise from us about their complex supply chain challenges. Given the expanded and substantial market opportunities available to us, which you've heard me talk about in the past, I am confident we are headed in the right direction.

We have a lot of room to grow. In fact, internal research we recently updated shows us that nearly 8 out of 10 current ArcBest customers have a need for more than one of our logistics services, up from previously indicated levels.

Our growth strategy is directly aligned with these findings and provides a clear pathway forward regardless of the operating environment. The investments we have made and continue to make in people, processes and technology, are enabling greater knowledge, visibility and success with customers.

Our people now have more and better information to have meaningful conversations with decision-makers responsible for transportation and logistics spend. Specifically regarding our service offerings in the quarter, our Asset-Based business once again benefited from rational pricing environment despite lower shipment levels.

The baseline reset we undertook with our accounts 2 years ago remained a solid foundation for ensuring we are properly compensated for the value we provide.

On the Asset-Light side, our ability to offer needed solutions, including managed transportation, added value to customer conversations, offset in part by lower demand for expedited services in a market characterized by expanded truckload capacity.

And now I'll discuss some additional detail on the second quarter performance of these service offerings. In the current lower-demand environment, our Asset-Based business experienced reductions in shipment and tonnage levels that limited revenue growth and contributed to lower second quarter operating profit versus last year.

Industry pricing remain positive and our Asset-Based yield management initiatives continue to be successful, though the rate of increase was impacted by comparisons to last year's second quarter pricing strength.

Operating costs were somewhat above expectations, related to some specific increases that David Cobb will discuss later in the call as well as some reductions in productivity associated with our efforts to maintain service levels.

However, I was pleased to see that during the quarter, we were able to reduce our use of rail, truckload purchased transportation and city cartage resources. On a combined basis, total daily shipment count were below last year's second quarter.

And a reversal of what we experienced in recent quarters, our LTL-rated shipments declined versus last year's second quarter, but we increased the number of truckload-rated shipments moving in our Asset-Based network.

Beginning in May, we once again started having success in securing these larger-sized spot shipments at rate levels below last year, reflective of the current capacity marketplace. These shipments helped us fill empty lanes and positively contributed to reductions in linehaul costs.

Similar to what we experienced last quarter, reduced second quarter tonnage levels versus last year reflected changes in customer mix, and more challenging prior year monthly tonnage comparisons as we move through the quarter.

The year-over-year reduction in total weight per shipment was not as significant as what we experienced in the first quarter, primarily due to the truckload-rated spot shipments be added. However, we did experience some further year-over-year reductions in LTL-rated weight per shipment.

Our consistent efforts to improve price through our yield management actions were met with success as we secured solid price increases from our customer base, including acceptable increases on the contract in deferred pricing deals negotiated throughout the quarter.

Though competitive, as always, the LTL pricing environment remains rational and is currently in a good place. We continue to benefit from the solid pricing foundation that we established with space-based price initiative that was first implemented in August of 2017.

Throughout our Asset-Based network, we continue to handle many shipments where proper loadability is essential and careful cargo care is very important. We believe our ability to offer these services distinguishes us in the marketplace. And as a result of space-based pricing, we are more appropriately compensated for those services.

Asset-Based labor costs were somewhat elevated relative to business levels during the recent quarter as we retained some additional labor resources in order to preserve service levels for our customers and to maintain an adequate workforce in the midst of a tight labor market.

In addition, while weight per shipment decreased during the second quarter, the average number of pieces per LTL shipment increased over last year. The combination of these changing shipment profile metrics impacted productivity, which contributed to higher costs.

We continue to evaluate the proper balance between labor resources and customer service in order to achieve a more cost-efficient combination that benefits our customers and positively contributes to our Asset-Based financial results.

On a year-over-year basis, second quarter ArcBest Asset-Light revenue declined due to lower average shipment revenue on fewer shipment. Compared to the same period last year, excess truckload capacity in the marketplace is impacting the demand for our Asset-Light services and the prices we charge for them.

The abundance of lower-cost capacity options available to our customers has especially impacted our expedite business levels relative to last year's record results. The significant decline in expedite revenue and shipment is the primary reason for the reduction in our Asset-Light business.

Though total Asset-Light load counts are below last year, we have experienced some shipment growth in the truckload brokerage portion of our Asset-Light segment. However, average revenue levels on those shipments have also meaningfully declined, thus impacting top line revenue and the profitability of that business.

On a more positive note, as customers seek to more efficiently and cost-effectively transport their goods, we continue to find success in offering managed transportation solutions.

This is an area of our business that continues to grow over prior comparable periods and allows us to more closely partner with our customers to identify and execute on opportunities to improve service levels in a cost-effective manner.

We continue to have success in using our Asset-Based capacity resources to effectively cover customer loads in a way that meets their specific needs, while improving utilization of our owned assets.

As we manage through the impact of oversupply in the marketplace and its effect on the rates we pay for capacity compared to what we're able to charge our customers, Asset-Light operating income has declined relative to last year.

During the second quarter, we continued making long-term strategic investments to solidify our owner operator and contract carrier partnerships. We believe these are important for our future and they enable us to consistently provide dependable, assured capacity solutions to our customers.

These initiatives are benefiting us as we've experienced growth in average overall Asset-Light fleet size, including improving the owner operator equipment count so far this year by over 4%. Event growth at FleetNet drove the increase in revenue compared to last year's second quarter.

Variations in customer mix and the associated changes in business and pricing levels contributed to operating income that was comparable with last year's same quarter. And now I'll turn it over to David Cobb for a discussion of the earnings results and operating statistics..

Thank you, Judy, and good morning, everyone. Let me begin with some consolidated information. Second quarter 2019 consolidated revenues were $771 million compared to $793 million from last year's second quarter, a per day decrease of 2%.

On a GAAP basis, we had second quarter 2019 net income of $0.92 per diluted share compared to $0.05 per share last year. You will recall that last year's second quarter figure included the impact of our withdrawal from the New England multi-employer pension plan.

As detailed in the GAAP to non-GAAP reconciliation table in yesterday afternoon's earnings press release, adjusted second quarter 2019 net income, $0.93 per diluted share compared to $1.12 per share in the same period last year. We ended the second quarter with unrestricted cash and short-term investments of $299 million.

Combined with the available resources under our credit revolver in our receivable securitization agreement, our total liquidity currently equals $500 million.

Our total debt at the end of the second quarter of 2019 of $282 million includes the $70 million balance of our credit revolver, the $40 million borrowed on our receivables securitization and $172 million of notes payable primarily on equipment for Asset-Based operation. Deposit interest rate on all of our debt was 3.4%.

During the second quarter, we continued to take actions to enhance shareholder value that included the payment of $0.08 per share quarterly cash dividend and our purchase of over 94,000 shares of our stock for a total price of $2.5 million. Under our existing repurchase program, we have approximately $17 million repurchase availability remaining.

The full details of our GAAP cash flow are included in our earnings press release. Asset-Based second quarter revenue was $560 million, a per day increase of 1% compared to last year. Asset-Based quarterly total tonnage per day decreased 3.4% versus last year's second quarter.

For second quarter by month, Asset-Based daily total tonnage versus the same period last year decreased by 3.8% in April, decreased by 3.6% in May, and decreased by 3.4% in June.

However, in second quarter, truckload-rated shipments in the ABF Freight Asset-Based network increased over the prior year, a double-digit percentage increase in June, which has continued through July.

It is important to remember that unlike what we reported in most of the first half of this year, for the remainder of the year, we will be comparing back to monthly periods in 2018 that reflected increases in total pounds per day. Second quarter total shipments per day decreased about 1% compared to last year's second quarter.

Total weight per shipment declined 2% with the average size of an LTL-rated shipment decreasing approximately 4%. Second quarter total billed revenue per hundredweight on Asset-Based shipments was a $35.11, an increase of 4.1% compared to last year.

Including fuel surcharge, the increase in second quarter billed revenue per hundredweight on Asset-Based LTL-rated freight was in the high single digits. We secured an average of 3.1% increase on Asset-Based customer contract renewals, deferred pricing agreements negotiated during the quarter.

As part of the decline in average weight per shipment, total revenue per shipment increased 1.7%, reflecting the impact of solid yield management. We have discussed throughout this year, and Judy referenced earlier, we are now comparing back 2018 in quarterly year-over-year yield increases range between 8% and 10%.

The second quarter growth rates we experienced in our overall Asset-Based pricing in our contract renewals represents our expected return to more normal historical increase levels, as we have previously mentioned.

Year-over-year changes in fuel surcharges have moderated considerably and are not providing the positive year-over-year increase as they have in the past. Also the total yield increased percentage we're reporting was somewhat reduced by the growth of truckload-rated shipments moving in our Asset-Based network at lower pricing levels than last year.

As I mentioned earlier, yield increases on our LTL-rated shipments remained at solid high single-digit increased levels. You will notice on our income statement that the salaries, wages and benefits line increased over last year's second quarter by approximately $10 million.

As we've discussed in the past, our union labor contract includes an approximate annual wage and benefit rate increase of 2% that impacts the year-over-year cost comparison.

contract rate increase combined with higher labor hours associated with ABF's customer service initiatives and reduced productivity increased second quarter cost by approximately $5 million. In addition, as we previously disclosed, cost increases of approximately $2 million related to the reinstatement of union vacation are included here.

Finally, this line reflects a $2 million cost increase related to the development of existing workers' compensation claim.

Relative to the labor increases I just mentioned, these were offset by the $6 million second quarter cost improvements seen in the rents and purchased transportation line associated with the reduced use of rail, truckload purchased transportation and city cartage.

As further described in the information we exhibit through our Form 8-K earnings release, we now expect that the previously disclosed additional technology cost in our Asset-Based business will be approximately $8 million during 2019, a decrease from the previously estimated figure of $10 million.

These additional costs equal approximately $1 million in second quarter of 2019 versus 2018. They're estimated to be approximately $2 million in third quarter of 2019 and approximately $3 million in fourth quarter of 2019.

Creating a best-in-class customer experience is a fundamental part of our growth strategy, and we will continue to make investments in technology, equipment and other areas as customers' needs evolve. A successful ArcBest expects there would be future benefits from the broader application of these initiatives in its business.

On an adjusted basis, our Asset-Based second quarter operating ratio was 93.5% compared to 92.6% in last year's second quarter. Total Asset-Light average daily revenue decreased 5% compared to last year's second quarter, reflecting lower revenue in the ArcBest segment and top line revenue growth at FleetNet.

Second quarter total Asset-Light operating income was $3.1 million compared to $4.7 million last year.

As Judy referenced earlier, elevated costs associated with long-term strategic spending needed to build ArcBest owner operator and contract carrier capacity will continue for the remainder of the year and will increase the expenses of the Asset-Light ArcBest segment approximately $0.5 million in both the third and fourth quarters of 2019 compared to the same periods in 2018.

Yesterday afternoon, we filed an 8-K that included our second quarter 2019 earnings release, along with an exhibit that provided some additional information about our current quarterly financial results, along with our recent business levels and our future expectations on certain financial metrics.

This information should be helpful in modeling expectations for our 2019 financial results. Now I'll turn it over to Judy for some closing comments..

Thanks, David. Now for the quarterly company highlights. In May, we were pleased to announce that ArcBest had once again moved up on the Fortune 1000 list to number 745. Since 2013, we have moved up from #927, an accomplishment we are proud of and that derives from our ability to provide full logistics solutions.

In June, ABF recognized 5 service centers with the President's Quality Award for achievements in 2018. Those locations were Dothan, Alabama; Portland, Oregon; Norristown, Pennsylvania; Dayton, Ohio; and San Juan, Puerto Rico. Congratulations again to all of the dedicated people in these services who respond to our customers' needs in exceptional ways.

Also in June, we announced the launch of Retail+, an innovative compliance solution for vendors to help them better meet large retailers' stringent shipping and delivery requirements.

This solution, combining process enhancements with improved software, is a great example of the collaboration we have with customers, where we listen to their needs and co-create solutions that fit the times and the environment we're all operating within.

We have had great feedback to date from Retail+, in one case enabling a customer to report saving $250,000 in just 1 quarter in charge-back penalties from unmet requirements. We are now seeing some customers generally outperforming industry compliance standards by 25%.

It's been interesting to us to see that this solution is also resonating somewhat higher up in our customers' organization. For example, at the CFO level, as decision-makers seek out every opportunity to create efficiencies in their supply chain spending. And now I'll talk a little bit about the rest of the year.

Last quarter, we talked about the loosened capacity we were seeing in truckload, and that certainly gained momentum in the second quarter. General expectations are for that to continue. Although, we will monitor for any tightening that may occur and adjust accordingly.

We're also keeping an eye on labor costs in the Asset-Based network, while making sure that we provide the service levels our customers expect. As I mentioned earlier, the overall environment remains positive.

But in any environment, because of the broad sources of capacity we have available for our customers in both Asset-Based and Asset-Light modes, we're in a good place when it comes to meeting customer needs for full supply chain solutions.

Our people are more proactive in their ability to provide expert advice on all aspects of the supply chain spectrum, leading to better results for customers and for us.

And finally, I will conclude by noting that we are pushing ahead with process and technology initiatives to improve our operations and ensure greater visibility so that account managers are able to capture more business and grow our company. These investments that David Cobb mentioned are ongoing and expected to provide future benefits.

I'll now turn it over to David Humphrey to conduct our question-and-answer session..

within the Asset-Based business, can you talk about the dynamic between the LTL-rated and the truckload-rated freight in July? Please provide some color specifically around the increase in TL-rated spot shipments.

Is this a function of prior year comparisons or a strategic initiative to handle more truckload-rated freight? They also ask about the June tonnage decline and what has been the trend so far in July? How does July tonnage compare to normal seasonality? Judy, do you want to take that one?.

Sure. Those are a number of good questions. And I'll start with the dynamic between LTL-rated and the truckload-rated freight.

As I mentioned earlier, we experienced a reversal of what we had seen in recent quarters, and our LTL-rated shipment did decline versus last year's second quarter and we increased the number of truckload-rated shipments moving in our Asset-Based network.

We experienced a high single-digit year-over-year decline in LTL-rated shipments in the month of June and that continued in July. So in order to fill the empty capacity that we have available, we attracted a greater number of truckload-rated shipments and those helped us balance our network and they reduced linehaul costs.

And this compares to the period in 2018, where we were experiencing tighter capacity, and we were very focused on serving our LTL customers' needs. With respect to the sequential trends, both the LTL- and truckload-rated shipments are -- the trends for those are in line with historical June to July comparisons..

Okay. Chris, Jack Atkins of Stephens and Ravi Shanker of Morgan Stanley also ask about Asset-Based spot shipments. Increased truckload-rated spot shipments throughout the quarter seem to have continued into July.

Can you tell us what's driving this trend? How would you expect the divergence in LTL- and truckload-rated growth rates to impact the Asset-Based operating ratio? Is truckload freight profitable in the network as -- is it as profitable in the network as LTL freight? And also regarding weight per shipment, the press release referenced that this was driven by the growth in truckload-rated shipments.

Do you see weight per shipment turning positive in the second half of the year?.

Okay. David, since we talked about the dynamic between the LTL-rated and the truckload-rated freight already, I want to remind everybody about the important work that we've been doing in 2017 and 2018 to improve LTL yield and the fact that, that puts us in a much better place in terms of the profitability of our overall account base.

We're still experiencing good rate increases on our LTL business. And as we said yesterday in the 8-K, our LTL billed revenue per hundredweight, excluding fuel surcharge, increased in the high single digits. Truckload-rated, non-U-Pack business in general isn't as profitable as the LTL business.

However, it can be in certain lanes as it really helps us balance the network and lowers our linehaul costs. But the profit level associated with these truckload-rated, non-U-Pack business shipment is really in line with longer-term historical averages, with the exception of what we experienced last year.

And regarding the outlook for weight per shipment for the rest of the year, it's really difficult for us to know for sure as that will be influenced by the change in mix between LTL and truckload-rated business, and whether the recent trend of accelerated truckload growth continues in our Asset-Based business..

Can you talk generally about the LTL pricing environment? Was LTL freight rates declining in early third quarter? Has there been any change in your ability to capture pricing? On this topic, Dave Ross of Stifel ask whether the LTL pricing environment was good enough to allow us to cover cost increases.

David, do you want to take that one?.

Yes, David. Yes, thank you. I'll start with, as Judy mentioned earlier, in our view the LTL pricing environment remains rational. And as Judy just mentioned again, the increase in the billed revenue per hundredweight, excluding the fuel surcharge, on the Asset-Based LTL-rated freight was in the high single digits in the second quarter and into July.

So we believe these price increases were adequate when you consider our major cost elements. However, the changing profile of our business with lower LTL weight per shipment does make it more difficult to align costs with revenue levels, as labor is typically managed to the shipment levels.

But I do want to also point out that as we enter the third quarter, we are facing tougher comps as our third quarter 2018 total billed revenue per hundredweight increased 10.1% versus the third quarter of 2017..

Okay. Ravi asked about the fears raised last quarter regarding LTL pricing getting more aggressive.

How has pricing been trending overall? How much pressure is being exerted by 3PLs, and are new entrants being particularly aggressive in any particular areas? Judy?.

David, I think Ravi's question about the fears raised last quarter have really been addressed in our comments so far. We really believe the LTL pricing environment is rational. And so what I'll do is I'll move on to address his other questions. You can always find anecdotal stories about price aggression.

We haven't seen a consistent pattern of aggression by any competitor, whether that competitor is really a carrier or a 3PL. What we have seen are some nonincumbents be competitive on new business, but that's really not unusual in any environment. We're always seeing that as the months go by. So....

Okay. Similarly, Chris, Matt and Jack asked related pricing questions.

How does July LTL pricing compare to the second quarter 3.1% increase of customer contract renewals? Are you seeing any signs of competitive pricing in any lanes or regions throughout the network? David?.

Yes. I would say, referring to the customer contract renewals, although that increase of 3.1% that we had in the second quarter was less than what we've earned in the last couple of quarters, we're still seeing solid pricing from across the broader customer base, as we've been talking about.

And as we've mentioned, we would characterize the environment -- pricing environment as rational. As we continue to price business for the value we bring, our most recent information indicates that we are maintaining market share..

Okay. Second quarter OR improved at a rate below normal seasonality. Can you describe the puts and takes there? How should we think about the cadence of OR looking forward? I think on that one, we'd say that our Asset-Based results were impacted by our technology and innovations investments and some of the elements of our union contract.

The 8-K supplement that we released yesterday afternoon with our earnings release provides more detail on the various cost impact on the quarter's results. As well as factors to consider going forward into the third quarter.

I also want to mention that we did have a few other questions that were dressed in the 8-K, so I would direct you to the additional information that we provided there. We also received a couple of requests for information that we don't normally provide. Moving on now, next, Chris and Jack asked about the other and eliminations line.

This serves as a tailwind versus previous quarters, and was better than your initial expectations.

Can you provide more detail around what drove this? Was low tax spending a factor?.

David, I'll take that. The costs in our other segment were below the initial projections due to some lower incentive levels and management of operating cost, along with the movement in the business levels as we expected there.

So we have seen -- we've also had some lower tax spending within the other segment, but that was probably more related to the timing of those initiatives..

All right. Did you record for the annual union profit-sharing bonus in the second quarter.

If so, how much did you record?.

David, let me take that again. In the 8-K we released yesterday afternoon with our earnings release, we provided some additional details and information on how this mechanism will work. And I would reiterate some of that information, starting with that the payout could be from 1% to 3% of annual earnings for qualifying union employees.

And in estimating that impact, remember to understand that 1% of ABF Freight's annual union employee earnings would equal approximately $5 million to $6 million of bonus -- of union bonus expense.

But we internally project a payout of this bonus, we would accrue for that expected annual expense throughout the year and it will be included in our quarterly results. However, as you all know, we don't provide public updates on our projected operating ratio, and so we won't be commenting on our expectations for paying the union bonus.

However, if your financial models reflect an operating ratio that meets the bonus payout ratio, then we would encourage you to include expenses for the union bonus in your quarterly and annual earnings projections of our company. And just as a reminder, our Asset-Based operating ratio in the first half of the year was 95.3%..

Okay. We had a couple of questions about management of Asset-Light costs.

Within Asset-Light, are there cost measures that can be employed to help offset the decline in net revenues highlighted in the 8-K for July? Also given a decline in the results of the Asset-Light segment year-over-year, why were costs flexing down more aggressively in response? Are there steps that you can take to reduce SG&A expenses in particular in this business to help offset the ongoing capacity investments.

Judy?.

Well, these are all good questions about our Asset-Light business and the strategy that we're deploying. So let's start with some of the actions that we're taking. And the fact that then -- so as we're, I guess, late in the second quarter and early into the third quarter as we're looking at things, we're seeing productivity improve.

And productivity is measured by shipments per employee per day, and that's within our carrier- and our customer-facing role. This productivity improvement is really driven by investments that we've made in technology and some staffing reductions that we've made.

But we do continue to make investments in technology and capacity, which are focused on improving service and the overall customer experience, which again should allow us to grow. But a significant portion of our capacity investment is also tied to improving safety and claims experience, which again would be targeting better performance in our cost.

But our primary focus is on growth and retention strategies with new and existing customers. And our research shows 8 out of 10 customers need 2 or more of our solutions, and we're very focused on that opportunity.

So a large portion of our Asset-Light cost structure is fixed because of our expectations that we can grow within our customer base and the overall market. So as we're growing, we should see that improvement really in the bottom line..

Okay. All right.

Next, Matt asked, what was the second quarter '19 year-over-year change in final-mile volumes, specifically residential non-U-Pack shipments? What are management's expectations for the second half of 2019?.

David, I'll take that. And I appreciate the questions about the service lines. We've served customers in the residential pickups and deliveries for over 20 years with our products that we have there. And as a result, we have solutions and technology to meet the stringent shipper requirements for these.

But in the second quarter, I'd just add that our non-U-Pack residential delivery shipments were flat compared to last year. And then just as a reminder, we don't give guidance on expectations going forward..

Okay. The next question was about e-commerce.

How much of ArcBest current freight would be classified as e-commerce related? And how much of the total corporate revenue is with Amazon? Judy, you want to take that one?.

Sure. It's difficult to determine a specific percentage of our business that is purely e-commerce, and that's because of the omnichannel nature of retail. But how -- we are well-positioned to address these customers that need multiple solutions, to address their complex supply chain challenges. So that's a really good thing.

We know we have a number of e-commerce-influenced accounts that are growing, and we have a substantial presence with retail, which is really increasingly influenced by e-commerce. The level of e-commerce business has grown to over $500 billion and it's been growing at about 15% on an annual basis for a few years now.

So we increasingly anticipate that it will impact our business. We have several examples of customers in our customer base that are digitally born companies that we do business with, and some of them are handled through our managed solutions group, and the customer satisfaction with those customers is high.

With respect to your question about Amazon, no single customer accounted for more than 3% of our consolidated revenues. And our 10 largest customers on a combined basis accounted for approximately 11% of our consolidated revenues. I think that gives you some perspective and otherwise, we really don't comment on specific customer business..

Okay.

We were asked if expedite shipments must start to improve in order to directionally improve revenue at ArcBest moving forward? How much of ArcBest total revenue is derived from the expedite business?.

It's clear that expedite is a significant contributor to our Asset-Light business and it did have an impact on the quarter's results. The current demand environment doesn't result in as much true expedite business. But with that being the case, we're still able to utilize our capacity resources in positive ways.

The way that we've been utilizing them, that's outside of that traditional expedite business, is to serve truckload and dedicated needs of our customers. Expedite is about 35% to 40% of our Asset-Light revenue and even a greater percentage our net revenue.

But we believe we've positioned our company to serve our customers regardless of the environment, utilizing a number of solutions, including managed solutions and truckload solutions as well as our dedicated offering; and when you combine those offerings with what we have when they need is there for the ground expedite business, we have a good set of solutions regardless of the customer need or incorporating any customer need..

Okay. Jack and Todd asked for an update on 2019 net CapEx, breakout by rolling stock, term loan and IT.

And what color, if any, can we provide on 2020 CapEx?.

David, I'll take that. And just a reminder, we haven't updated our 2019 CapEx guidance from what we've previously provided which was a range of $170 million to $180 million. Although now we currently expect to finish probably in the lower end of that range.

And $90 million of that CapEx guidance was expected to replace revenue equipment for our Asset-Based operations. And then the increase that we are having in 2019 is primarily associated with real estate projects, some dock equipment, including forklifts, technology investment.

And as we typically do, we'll provide an estimate for our 2020 CapEx in our fourth quarter earnings call..

Okay. The next question is from Jason Seidl of Cowen and Todd, were about Asset-Based cost management.

Are the city pickup dock handling and final shipment delivery costs that were called out as elevated this quarter expected to remain higher for the rest of the year? What is your ability to adjust costs to a softer-volume environment in the second half of 2019 and in 2020? Judy?.

Yes, I mentioned in my earlier comments that our Asset-Based labor costs were somewhat elevated relative to business levels, and some of that was because of the tight labor market.

We've brought on some additional labor resources in order to preserve service levels for our customers, and we needed to do that a little bit earlier again because of this environment. We also experienced weight per shipment decline during the second quarter. But at the same time, the average number of pieces for LTL shipment increased.

The combination of these changing shipment profile metrics really impact productivity, which contributed to the higher costs we referenced. But we continue to evaluate the proper balance between these labor resources and serving our customers in order to achieve a more cost-effective or efficient combination.

We want to benefit our customers in terms of service, but we also know that we have to effectively manage these costs. Some of the actions that we've taken, and we'll continue to evaluate our reduction of overtime.

We also are making some changes to scheduling so that our labor hours are better matched to shipment levels but I do want to point out that we had some cost improvements in some variable cost areas, our rents and purchased transportation; reductions that you see when you look at the earnings release are due to some reduced rail costs, city cartage and rentals.

And again, those are all more variable costs that we can flex up or down as we need them, depending on the environment..

Okay.

Jason asked, what are your expectations for peak season in 2019? And Dave asked, what are your customers saying about the second half of 2019 and the demand? Judy, what about that one?.

We're pretty -- are adequately staffed for a seasonal uptick. But we are continuing to optimize and match resources to business levels, as I just described. We feel like with our Asset-Based and Asset-Light solutions, that we really are uniquely positioned to serve our customers' peak season needs.

With respect to our customers, we feel good about the momentum we're currently seeing within our existing customer base. Our largest active accounts continue to grow with us, albeit at a slower pace in 2019 when you compare it to last year. We are seeing some organic growth within our account base through the services or solutions that they are using.

And we continue to see some of our largest accounts wanting to work with us to become more efficient. Many of our largest accounts have asked us to bring stability to their supply chains because they are really feeling an uncertain freight environment, an uncertain environment with respect to their supply chain planning.

And it really presents a great opportunity for us with our managed solutions and other solutions to come in and help them work through that. And so I think our customers maybe are somewhat like us in that as we look forward to the second half, there is a level of uncertainty as to the environment that we'll face.

But we feel like having these good, close conversations with them really benefits us in terms of what we'll experience and it benefits them in terms of the solutions that they can tap into, really kind of regardless of the environment..

Can you provide additional detail on technology investments? Are costs expected to remain elevated in 2020? And when would you expect to see efficiency benefits from these investments?.

Historically, we've invested in a number of technology initiatives. For example, improvements in our city operations, our work to increase awareness of our customers, multiple logistics needs through a single view from us, and then also to enhance our website capabilities for more direct access to our solution.

So those are kind of the few examples of how we invest in our business to promote growth and to optimize our costs.

The $8 million of additional costs that we point out in 2019 for the Asset-Based business are over and above kind of our normal technology spend, and those are related to developmental technologies and processes that we believe will help improve operations and the customer experience.

These investments that we highlight there reflect the fact that shippers are expecting increasingly faster delivery times and greater shipment visibility and cost-effective solutions.

So this work involves some facility modifications, some equipment alterations, some software development and modification; and other costs to facilitate these testing activities. The incremental costs this year are necessary in order to expand our live testing and the feedback and the ongoing developments that's involved in that.

So if successful, we expect there would be some future benefits, for sure; looking maybe late 2020 and into 2021 from the broader application of these initiatives in our business. But because it's still in the early stages, there's not much more detail to provide at this time until we do more testing and have time to analyze those results..

Okay.

Regarding network capacity, Todd asked about where it is currently, and if we have any plans to add or close service centers? Dave Ross also wondered what our LTL network will look like in 5 years?.

Yes, I understand the questions. And for our Asset-Based business, we have available capacity in the system -- or at the system level. But it's always important to remember that some locations have more [indiscernible] pressure than others.

We have an ongoing process of evaluating our network for its appropriateness relative to the business volumes, and that is going to be relative to what's happening in certain or in different geographic regions of the country. So we continue to do that in this lower-freight environment, as Judy talked about managing those costs.

But the decisions that we make around this capacity are really long term in nature. So we've reacted to changes in shipment levels over longer periods of time but haven't significantly changed our number of facilities in a few years.

Personnel can always be a limiting factor or can be a limiting factor, but we know we can handle probably at least 10% more business. In summary, I would say that no significant changes are in the works at this time. However, we are constantly looking for ways to improve the efficiency and reliability in the network.

And as a result, the network will continue to evolve as needed over the next 5 years to meet our customers' needs..

Okay, we've got a question about whether there was any update from Washington, D.C. on multiemployer pension reform.

Judy, you want to take that one?.

Sure. Thanks on the number of conversations that we've had with other interested parties, after passing in the house, we believe the likelihood that the Butch Lewis Act will be passed in the Senate is low.

We're continuing to work with those other interested parties to explore both the Butch Lewis approach and alternative approaches to address the impending insolvency of many of these pension plans. And we certainly remain hopeful that some solution will be found to address this problem.

But we do stay close to these issues, we stay involved in the process and we'll continue to provide updates as we have them..

While we were asked to discuss our current thoughts on acquisitions, also on this topic, Dave asked about M&A opportunities in a soft market.

Are they at more attractive valuations?.

We continue to see a good number of deals come across our desk this year and we're actively reviewing them, as we have been for the last several years.

We're interested in companies that bring technology advancements that would positively impact our customers' experience or the operational efficiencies that we hope to gain as we've been discussing already on this call.

Certainly, the strength of the management team and the cultural fit are really important factors in advancing our interest on any company that we would evaluate for acquisition. There really haven't been a lot of completed transactions this year, and the valuations don't seem to have moved much from where they've been over the last, say, year or so.

So David, I think those are the comments related to those questions..

Okay.

What drove shipments turning negative? Given your comments in the press release that you expect a continuation of current trends in the second half, should we expect negative year-over-year shipment growth for the balance of 2019? Judy?.

Well, available truckload capacity in the current environment contributed to the reduction in shipment account that we experienced. Also, the manufacturing and industrial customer business is weaker and that's really reflective of the inventory-to-sales ratio trend that we've seen this year.

History would tell you that the trend of the manufacturing TMI leads our business by about 4 to 6 months and it's been at a steady decline in the first half of this year. Still in a place of growth, but lesser growth short from where things started in the year. And so that will have an impact as well.

Just a reminder, we do have increasingly tougher comparisons for LTL tonnage and shipments as we move toward the end of 2019..

Okay. Judy, our final questions are about the current demand environment.

What are you seeing out there? Are any end markets particularly strong or weak?.

Well, we've experienced a growth trend in construction and housing in 2017 and 2018, but that was on the heels of some weather events, and we're not seeing as much of that now. We are seeing new home sale flowing, and we haven't seen those -- again, those weather events that we saw in the last few years.

I am encouraged about the overall unemployment rate being near historic lows, and that really plays into a consumption level that remains strong. We've been talking on this call already about e-commerce and retailers and retail vendors. They are looking for ways to increase velocity and improve transparency to the end-user.

And we're well positioned within our solutions to address these trends. The larger retailers are shrinking their delivery windows with tight or acceptable compliance standards, and other retailers are paying close attention and will likely follow suit. So those trends are going on within these larger retailers.

We continue to hear chatter regarding vendor compliance and delivery windows. But as I discussed in my prepared comments, we've recently announced the launch of Retail+ to respond to these retail delivery trends that so many of our customers are having to deal with.

And we're really encouraged by the positive customer response that we've received related to this innovative solution. The development of our Retail+ solution is really an example of the work that we do with our customers. We are in those relationships where we can co-create, we can work on these most difficult challenges and develop solutions.

And in this case, it involves technology and process, a lot of testing, and making sure things are really moving along to meet the needs of our retail customers. And as I mentioned earlier, we've seen some really good results in this area.

And again, I'd just call this out as an example of the type of work that we can do with our customers and how we positioned our company with the solution set to really have these conversations..

Right. Well, that's all the questions that we've received, and we appreciate everyone that submitted them. We thank you for joining us this morning, and we appreciate your interest in ArcBest. This concludes our call..

That does conclude the conference call for today. We thank you for your participation, and ask that you please disconnect your line..