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YRC Worldwide (NASDAQ:YRCW)

Q4 2013 Earnings Call

February 27, 2014 9:30 am ET

Executives

Stephanie D. Fisher - Vice President and Controller

James G. Pierson - Chief Financial Officer and Executive Vice President

James L. Welch - Chief Executive Officer and Director

Darren Hawkins

Analysts

Robert H. Salmon - Deutsche Bank AG, Research Division

David G. Ross - Stifel, Nicolaus & Company, Incorporated, Research Division

Willard P. Milby - BB&T Capital Markets, Research Division

Operator

Good morning, my name is Tracy, and I will be your conference operator today. At this time, I would like to welcome everyone to YRC Worldwide Fourth Quarter Earnings Conference Call. [Operator Instructions] Ms. Stephanie Fisher, Vice President and Controller, you may begin your conference.

Stephanie D. Fisher

Thank you, Tracy. Good morning. Thank you for joining us for the YRC Worldwide Fourth Quarter 2013 Earnings Call. James Welch, Chief Executive Officer of YRC Worldwide; and Jamie Pierson, CFO of YRC Worldwide, will provide comments this morning. James, Jamie, Darren Hawkins, President of YRC Freight; and Phil Gaines, Senior Vice President and CFO of YRC Freight, will be available to answer questions following our comments.

Now for our disclaimer. During this call, we may make some forward-looking statements within the meaning of federal securities laws. These forward-looking statements and all other statements that might be made on this call, which are not historical facts, are subject to uncertainty and a number of risks and thus, actual results may differ materially. This includes statements regarding the company's expectations, assumptions of future events and intentions on strategies regarding the future. The format of this call does not allow us to fully discuss all of these risk factors. For a full discussion of the risk factors that could cause the results to differ, please refer to this afternoon's earnings release and our most recent SEC filings, including our Forms 10-K and 10-Q.

Additionally, please see today's release for a reconciliation of operating income and loss to adjusted EBITDA, and the reconciliation of adjusted EBITDA to net cash flow from operating activities and adjusted free cash flow deficit. During this call, we may refer to the non-GAAP measure of adjusted EBITDA simply as EBITDA.

I will now turn the call over to Jamie to discuss our fourth quarter and full year financial results.

James G. Pierson

Thanks, Stephanie, and good morning, everyone. For the fourth quarter of 2013, we reported consolidated EBITDA of approximately $60 million, which is a decrease of approximately $17 million from the $77 million we reported in 4Q '12. The decrease is primarily a result of 3 items. First, as it came out of the third quarter, we were starting to realize the benefits of the service cycle discipline at YRC Freight. Then in December, the weather disruptions caused increases in purchase transportation and decreases in our core productivity. Secondarily, we experienced a year-over-year decline in yield, primarily driven by an increase in weight per shipment and the residual impact of the network optimization from earlier in the year. And third, as we discussed in the third quarter call, the magnitude of the favorable experience related to workers comp and bodily injury and property damage claims, or BIPD claims, has diminished. On a year-over-year basis declined by $7.7 million from $9.7 million in 4Q '12 to $2 million in 4Q '13.

Now for the year-over-year fourth quarter stats. YRC Freight's tonnage per day was up 3.2%, and Regional tonnage per day was up a staggering 8.9%. YRC Freight's revenue per shipment was down 1.1%, which included a decrease of 3.2% in revenue per hundredweight and an increase in its weight per shipment of 2.3%. While the Regional carriers increased their revenue per shipment by 0.9%, their weight per shipment increased by 1.3%, which in turn cost revenue per hundredweight to decrease by 0.4%.

As for the full year stats, YRC Freight's tonnage per day was down 1.6% due to a third quarter decline of business and Regional tonnage per day was up 4.4%. YRC Freight's revenue per shipment grew by 1.1%, which included a decrease of 0.4% in revenue per hundredweight and an increase in its weight per shipment of 1.6%. While the Regional carriers increased their revenue per shipment by 0.9% and the revenue per hundredweight by 1.2%, their weight per shipment decreased by 0.3%.

Moving on to earnings. YRC Worldwide reported consolidated revenue of $1.2 billion in the fourth quarter of '13, an increase of $39.1 million over 4Q '12 due to top line revenue growth at the Regional carriers. Additionally, we reported consolidated operating loss of approximately $1.6 million for 4Q '13, a decrease of $31.6 million when compared to 4Q '12. Finally, as stated earlier, we reported adjusted EBITDA for our fourth quarter '13 of approximately $60 million.

For the year ended December 31, 2013, YRC Worldwide reported consolidated operating income of $28.4 million, an increase of $4.3 million when compared to 2012, primarily due to improvement at both YRC Freight and the Regional carriers, offset by restructuring professional fee during 2013. For 2013, our consolidated adjusted EBITDA was $257.7 million, a $16.5 million increase over the $241.2 million reported in 2012.

On a segment basis. For the fourth quarter of 2013, YRC Freight reported an operating loss of $15.4 million, a decrease of $36.5 million over the prior year, which translates into an operating ratio of 102, a decrease of 470 basis points versus 4Q '12. Further, YRC Freight reported an adjusted EBITDA of $17.4 million, a $32 million decrease from the fourth quarter of 2012 due to increased purchase transportation, decreases in productivity and decrease in the magnitude of the favorable experience from workers' compensation and BIPD of $12 million as compared to 4Q '12.

For the year ended December 31, 2013, YRC Freight's operating loss improved by $6.1 million when compared to 2012 to $31.2 million. Adjusted EBITDA for 2013 was $105.2 million, which is essentially flat when compared to the same period in 2012. Our Regional segment reported operating income of $22.7 million, an increase of $14.3 million over 4Q '12 and an operating ratio of 94.7. Additionally, they reported adjusted EBITDA of $40.7 million, which is an increase of $14.7 million over the fourth quarter of 2012 due to increases in shipments and tonnage per day.

For the year ended December 31, 2013, the Regional carriers reported operating income of $79.9 million, an increase of $9.9 million compared to 2012, and improved their operating ratio by 30 basis points to 95.4. They also improved their adjusted EBITDA to $150.5 million, an increase of $10.3 million when compared to 2012. While the Regional carriers are operating well, we believe there is opportunity for continued growth and improvement in their profitability.

Turning to cash flows and liquidity. We ended the fourth quarter with balance sheet cash and ABL availability of $228 million, which is a slight decrease of $6 million for -- in the third quarter of 2013. Our ability to maintain liquidity at this level is due to our continued active management of our balance sheet and working capital and current seasonality of the business cycle.

As with the last couple of calls, I would like to leave you with what I considered to be key takeaways for the quarter. One, as was the case last quarter, we took delivery of additional new tractors and trailers as a part of the 2013 leasing program we initiated earlier in the year. In 2013, we spent approximately $67 million in capital expenditures primarily for the replacement of engines and trailer refurbishment. Additionally, we entered into new revenue equipment operating lease commitments for another $70 million, for a total of $137 million of CapEx and capital value equivalent delivery. With the recent changes in our capital structure, reinvesting in our equipment, our technology and our workforce will once again be a priority as we move into 2014.

Two, as most of you are aware, we are able to successfully expand our MOU and secure meaningful operating flexibility, which we believe will create significant savings over the 5-year period. Three, on the 31st of January, we successfully completed a series of transactions that reduced our debt by approximately $300 million with the issuance of 250 million of common and preferred stock and the conversion of $15 [ph] million in principal amount of our Series B notes. The proceeds from the equity raise were used to pay off the 6% notes, which were due on February 15, 2014, and the Series A convertible notes, which were due March 31, 2015.

Fourth and finally, just 14 days ago, we've successfully refinanced over $1.1 billion in senior credit facilities. This transaction was the final step in our 2-year journey to provide a holistic solution which simplifies the capital structure, provides an anticipated cash interest savings of approximately $40 million to $50 million per year, and extends the maturity such that the nearest dated maturity is March 2019.

In closing, our overall performance in 2013 was not satisfactory. However, with the runway provided from the new capital structure and the new MOU, we can now focus all of our attention on service and our operational improvement.

Now I'll turn the call over to James for his comments.

James L. Welch

Thanks, Jamie. I will make just a couple of comments about the fourth quarter and year-end results, but will spend most of my time highlighting our priorities and activity to drive positive 2014 results.

First, the MOU extension process. While important to the future of our company and our employees, was no doubt a major workplace distraction as we held literally hundreds of meetings with our employees to explain the urgent need to revise [ph] our debt and the positive opportunity that a successful outcome would bring. The distractions felt by our field workers were also felt by the management team, which has now turned its attention, time and resources to the freight business not financing.

Secondly, I want to highlight the performance of our Regional carriers, Holland, Reddaway and New Penn. As a segment, they delivered financial results that were more than market competitive in the fourth quarter, despite severe winter weather conditions in December. The fourth quarter revenue growth continues to reflect that their customers value the quality of service that each of these carriers provide.

For 2013, the Regional companies delivered solid results and continued to drive positive improvements throughout the year, as well as grow top line revenue. And from an operational perspective, they are executing well on their strategies and continue to deliver outstanding service performance within the different geographic regions that they serve. The Regional companies defined what a successful union carrier can do in this competitive LTL industry. And we are confident that management teams and employees will continue to work together to keep a positive momentum moving in 2014.

YRC Freight's results in the first quarter -- fourth quarter were, on the other hand, just simply not acceptable. We did however, experienced some noticeable operating performance improvements and made progress with changes the our service cycle in the first half of the fourth quarter. But starting with the December 4 ice storm in Texas, we struggled with winter weather on a daily basis somewhere in the YRC Freight network for the remainder of the month, and on into January, February of this year.

In December of 2013, we had 8 major network load pattering adjustments at Freight, with fleet [ph] tonnage diversions of approximately 2 million pounds per day. With no such diversions in 2012 -- of December 2012, so that was a big change just comparing the December months from '13 to '12. Even though the weather was volatile, Freight volumes were stable and shipments and revenue showing growth at YRC Freight during the quarter, reversing trends from earlier in the year.

So judging by a variety of performance measures, 2013 was not the year we forecasted at YRC Freight. Our team is confident while that the short-term, self-inflicted pain that we endured in 2013 will result in long-term improvements as we move forward into 2014 and beyond.

And to lead the way, I'm pleased that this morning we've announced Darren Hawkins' appointment as President of YRC Freight. Darren brings a wealth of experience to the position. He spent 18.5 years within Yellow Freight and Yellow Freight system, in roles of increasing responsibility in operations and sales, then served 4 years at Conway in a major operations role before rejoining YRC Freight in January of 2013. I've known Darren a long time and we're confident that he will continue to build on the momentum that we have established over the past 150 days, and is the right leader to move the YRC Freight forward in 2014. I will be working closely with Darren to ensure a smooth transition.

So let's now move on to our priorities for 2014, which are as follows: One, successfully implement the new MOU; two, solidify the YRC Freight service type of discipline; three, improve our yield management; and four, investment in our technology and revenue equipment.

We are very focused on the full implementation of our new MOU. We have a solid opportunity in 2014 to make YRC Worldwide more profitable. The new national uniform absenteeism policy at YRC Freight, Holland and New Penn, gives us an important tool to reduce costs while improving service to our customers. So instead of trying to manage 100-plus different absenteeism policies, for the first time, we have now a single absenteeism policy.

In addition, the flexibility to run 6% of our over-the-road miles with purchased transportation at YRC Freight, is a big benefit that will allow us to keep our national network in better balance and provide more competitive service. For example, we averaged 15 million line haul miles per month at freight, and we will be able to run approximately 3 million of those miles with purchased transportation.

We will also be able to take down several high-cost rail links by executing line haul trips with purchased transportation, which will have the benefit of improving service. We are also excited about the fact that we believe purchase transportation can help us in our pursuit of improving profitability at YRC Freight.

Also, at YRC Freight, under the new MOU, we will now have the ability to rationalize terminal service areas that were not addressed after the Yellow and Roadway integration in 2009. For example, in the past, when a Yellow and Roadway terminal were combined due to the integration, we were contractually obligated to serve all of the delivery and pickup points that each carrier previously served when they were 2 separate companies. However, some of the points of service simply do not make economic sense with the way the network is now configured, and caused an underutilization of our driver and equipment resources. We now have the ability to narrow line [ph] points 15 miles or more from our terminals, where it makes sense. This is yet another step in finally rationalizing the network at YRC Freight.

The above priorities will enhance our efforts to running more cost-efficient network at YRC Freight and allow our daily service cycle to be standardized and permanently instituted, taking a regimented approach to working through the 24-hour cycle and making all transitions timely and produces network standardization for shipments flow through the system and arrive on time, and customer satisfaction as the end result. This service cycle not only brings efficiencies through the network, but it also offers opportunities for customer gains.

Lastly, the new MOU will allow us to be more competitive while still providing our employees with a top tier wage and benefit package. With our 5-year contract extension and the noise of the ratification process behind us, we believe the new MOU gives us a competitive package to recruit new drivers to our team. Implementing all pieces of the new MOU will not be accomplished overnight and we'll take consistent management and execution, but we are convinced we'll be a more profitable and competitive company once we complete the implementation.

Additionally, our yield management efforts will be an increased focus area in 2014 at YRC Freight and the Regional carriers. With the MOU completed and the financial runway clear, we can concentrate on making sure we have the right business on board. With YRC Freight in a better service cycle, we should be in a position to expect timely execution of customer-specific negotiations to help improve yield performance, and in fact, are meeting and exceeding our yield targets so far in 2014.

Finally, during the refinancing process we highlighted that one of our priorities was to shift our financial resources from interest payments to investing in our workforce equipment and technology. And we plan to do just of that. For example, we literally just completed a 5x5 dimensioning pallet in our national distribution center, where we compared the top 2 manufacturers with the dimensioning technology. They plan to make the decision the next 2 weeks, which technology we'll use. So we plan to install 30 to 40 of these units in our 20 DCs across the country by the end of the year.

Our commitment to delivering market competitive and consistent service across all 4 operating companies is the cornerstone of what we do. Our commitment to find a new level of cost efficiency is unwavering, and is the key to improving our overall financial performance and profitability. So all in all, the fourth quarter closed out with some challenges. And I'll speak for the entire management team when I said that we are pleased to be finishing up with financing so that we can, once again, focus our time and resources on the freight business.

So with these comments by Jamie and myself, we're ready to take your questions and look forward to the discussion.

Question-and-Answer Session

Operator

[Operator Instructions] Your first question comes from Justin Yagerman with Deutsche Bank.

Robert H. Salmon - Deutsche Bank AG, Research Division

It's Rob Salmon, on for Justin. We're thinking about 2014, I think you guys, in an 8-K, had put out expectations for adjusted EBITDA of roughly $350 million to $360 million. And then just -- are doing some back of the envelope calculations, it looks like the soft -- the latest and greatest kind of MOU you guys signed with the Teamster, that's about $70 million of annualized savings you guys expect to achieve there. Can you walk us through how you expect to bridge that remaining $40 million to $50 million from the adjusted 2013, including that $70 million savings from the Teamster up to your next year expectations?

James G. Pierson

Rob, it's Jamie. I'll certainly address that. A lot of this is just going to be organic improvement in the business. Keeping in mind that 2013, as Jim said, had its challenges. So if we were simply just to take those challenges out of '13 and make it in more normalized level without the change of operations and the network optimization, I think we can clearly bridge that $40 million to $50 million gap. We can actually decrease our churn and actually hold our productivities, I think we're squarely in that range.

Robert H. Salmon - Deutsche Bank AG, Research Division

Jamie, that's really helpful. When I think about just some of the headwinds, could you elaborate a little bit more in terms of what you think the cost of weather was in the month of December, what's been experienced year-to-date, as well as remind us what the cost was for the network optimization you guys had completed during the summer?

James G. Pierson

Sure. Before I get into the details of the weather, I need to say that, yes, this is as much as an art, probably more of an art than it is a science, certainly, with the conditions that everyone experienced, not just us. But what I would say is that for the fourth quarter, we probably had a negative weather impact to somewhere in the $10 million to $15 million range on EBITDA. And then for the first quarter, knowing that February is not yet closed that we're only 2/3 of the way through the quarter, we think we're probably already in that $15 million plus or minus range.

Robert H. Salmon - Deutsche Bank AG, Research Division

Okay. And then any additional thoughts in terms of just the optimization that was completed over the summer?

James G. Pierson

Thoughts in what sense, Rob?

Robert H. Salmon - Deutsche Bank AG, Research Division

In terms of the costs incurred as well as the network disruption from a loss revenue perspective where you wouldn't be getting the incremental margins that you would typically expect for the business?

James G. Pierson

Yes. No real incremental effect, Rob. And that was back in May and we worked our way through that. And we're really focusing on the service cycle from here on forward.

Robert H. Salmon - Deutsche Bank AG, Research Division

Okay. But can you give us a sense of how much that cost the company in 2013 in total from the optimization? And if you don't have it, I understand, because there is a lot of kind of moving parts there.

James G. Pierson

Yes. No, we really don't. We disclosed what it costs in terms of what we wrote off, but no real income statement impact, sorry.

James L. Welch

I mean, we certainly know the impact of this from an over time standpoint, the lack of resources at service standpoint. We know that we certainly missed out on some opportunities to keep and maintain some business. So it was definitely a negative impact, I just don't think -- know that we have a solid number we could put in front of you that would make sense. But it's definitely not one of our finer moments, I can tell you that.

Robert H. Salmon - Deutsche Bank AG, Research Division

Understand. I guess, as we look forward, the tonnage performance in the fourth quarter was frankly stronger than we expected at both the 2 segments. How are you thinking about the optimal tonnage and yield mix? In your preferred comments you had highlighted a bunch of yield optimization that you're going to be focusing on for 2014. I would imagine the dimensionals, when you install them will provide a nice step-up in yield looking out to next year. But how are you trying to kind of find that optimal mix between the 2?

James L. Welch

I'll make a couple of general comments, Jamie may want to jump in or Phil or Darren. But one of the things that's been driving me crazy is the fact that we haven't had this network at YRC Freight in the motion, in the rhythm that we need it. And we know that, that's hurt some of our opportunities on the yield side. The good thing is that when we've had clear days, the network has run very well. And we'd also note that the MOU noise from a labor standpoint with customers, and we know that the financial noise were concerns, but we are very impressed with the way that we hung on to the business that we have and obviously missed some opportunities there to improve our yield. But coming out of the gate, we've done a really good job on the customer-specific negotiated contracts that we've negotiated this year. Darren, I think we've negotiated 200 and...

Darren Hawkins

647.

James L. Welch

Excuse me, 647 with an average increase of 4.1%. So we were exceeding our internal targets. And I really think that the noise factor has subsided considerably once we got this refinancing done. But we want to do the right combination of yield management mix as we look at each one of these individual 4 companies, and they all have a different nuance between them and they need different things depending on the balance and situation of where they are geographically located, but I think all 4 companies are squarely focused on yield management. We know that we had some hiccups with the change of operations and then the MOU and refinancing noise, but just very impressed with our sales team as how we did hang on to our tonnage and in fact, really grow it at the Regionals.

Operator

[Operator Instructions] Your next question is from David Ross with Stifel, Nicolaus.

David G. Ross - Stifel, Nicolaus & Company, Incorporated, Research Division

Jamie, CapEx has been -- you've been reluctant to talk about past years on calls because you had such a limit in your old financing agreements. Now that the cap has been raised on CapEx, are there any comments you have on guidance for this year in terms of what you're maybe spending on tractors, trailers, IT, dimensioners versus the growth number?

James G. Pierson

No, no guidance David. But in terms of our -- our intent is to continue to do what we did in 2013. As long as we can find favorable rates and counterparties enter in to those operating leases, we continue to do that. I think, we showed that 2013 we are not only capable of entering into those, but we were pretty damn successful in doing so.

David G. Ross - Stifel, Nicolaus & Company, Incorporated, Research Division

And does the new cap structure change that lease versus the buy decision for tractor purchases at all?

James G. Pierson

It makes it more difficult, actually, which is a good thing. Because the expanded debt rate is not getting closer to what we actually experienced in 2013 on the operating leases. So to the extent that we can bring that rate down, that certainly makes my decision point a little bit different, but that's a positive thing not a negative.

David G. Ross - Stifel, Nicolaus & Company, Incorporated, Research Division

Definitely. And then James on the purchased transportation side, you talked about 6% of miles now eligible for PT, is that -- I guess when we look at the cost savings opportunity there, what would you say would be the cost difference between a purchased transportation line haul run and a YRC company line haul run? And then is it only a factor of kind of that cost differential or are you also going to be able to reduce empty miles in the system because you won't have to run a tractor out and back, and you can just buy a one way PT move?

James L. Welch

Great observation and great question. We are in Phase I of the roll out. We started last weekend. We're seeing $0.57 a mile improvement versus what we're getting from purchased transportation quotes versus what it costs us to run this [ph] on the network. And we're also seeing several opportunities just as you pointed out to run a purchased transportation in lieu of our own equipment, and not be faced with rebalancing on the network with returning on empty. And some of those are high-cost rail links that are even above what our over-the-road cost are, but we save on the repositioning via rail. So this is a win-win-win for this company. And keep in mind that, that 6% is on annual basis, so there'll be months that will reflect up or down, depending on vacation season, peak business times, really, gives us an added dimension to both lower our cost, improve our service, balance our network and we're going to take full advantage of it.

David G. Ross - Stifel, Nicolaus & Company, Incorporated, Research Division

And then last question is just on tone of business. There's been a lot of moving parts with the December and January to February weather just being terrible all over the country. We hear things that are pretty strong and pricing isn't off to a very good start in the new year. Do you guys have a sense for that because we're moving the same amount of freight over fewer days or just feels stronger when the network is open or do you think that there is some underlying demand growth that once we get out of a more normal environment will continue the strong capacity crunch or pricing momentum?

James L. Welch

You're almost answering your own question when you’re asking that very, very good observation. And you're right, when the network is free and clear, business is strong. And then you get bogged down for a couple of days and everything gets screwed up and you get out of balance and out of whack, and it's just been -- this has been the worse winter I can remember since December 4. I mean, we've just been fighting it everyday. But it feels pretty good when we get a few days of just like this. We've been on about a 4, 5 days stretch that it's been pretty clear, and it feels pretty good. But we'll have to see once we get into a little more stretch of clear weather, but I was pretty happy with how the volume held up in December and there have been days -- like I said, it's looked pretty good this year. So just try to get your head around.

Operator

Your next question is from Willard Milby with BB&T Capital Markets.

Willard P. Milby - BB&T Capital Markets, Research Division

First question deals with the current network and capacity. How much capacity will you say your current network has and how do you think about balancing maybe a further terminal reduction and improving freight in 2014?

James L. Welch

Well, the Regionals are -- they're busy, no doubt about it. We still have capacity at YRC Freight, not as much as we did. Certainly, the change of operation has consolidated 29 terminals and took down 3 DCs. So we think we're set up pretty good. We're probably going to have to back and actually open a couple of terminals where we consolidate it, because we were getting out of some building rents that were extraordinarily high. So you'll see us tinker with the network a little bit here and there, but you won't see any big changes of operations at all. Our service rationalization benefit that we get out of MOU will be something we'll be working throughout the year because that's something that can provide a big cost benefit as well. So I'm okay with what we're at right now from a network standpoint, but we'll see how business levels go in March. And I certainly don't see us doing any more consolidating, that's for sure. If anything, like I said, you'll see opening up a few spots where we intentionally change the geographic location of our terminals based on what we were having to pay for some of these buildings rents.

Willard P. Milby - BB&T Capital Markets, Research Division

Also, quick a modeling question. With the debt refinancing and the new $700 million facility that you have secured. How should we think about interest expense and I guess timing of payments how that works in Q1 given it was debt in the middle in the quarter? Can you help us out there?

James G. Pierson

Yes. Interest payments, lower. From -- if you look at back the entire capital structure, the new rates are going to be, just on the term loan, L+700 with a floor of 1%. And then the new ABL is going to be an L2 to 250 [ph] depending on our pricing grid. So we're going anywhere from, previously, on a fully funded basis from 10.5% to 11% down to 7.5% in total.

Operator

At this time, there are no further questions in queue. I turn the call back over to the presenters for any closing remarks.

Stephanie D. Fisher

Thanks, Tracy. That concludes our call for today. Thanks, everyone, for joining us. Please contact me with any follow-up questions you may have. I'll turn the call back to you, Tracy.

Operator

Ladies and gentlemen, thank you for joining. This concludes today's conference call. You may now disconnect.

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