Forward Air Corporation (FWRD)
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Earnings Call: Q2 2019

Jul 26, 2019

Operator

Thank you for joining Forward Air Corporation's second quarter 2019 earnings release conference call. Before we begin, I'd like to point out that both the press release and webcast presentation for this call are accessible on the investor relations section of Forward Air's website at www.forwardaircorp.com. With us this morning are CEO, Tom Schmitt, and CFO, Mike Morris. By now, you should have received the press release announcing our second quarter 2019 results, which was furnished to the SEC on Form 8-K and on the wire yesterday after market close.

Please be aware that during this conference call, we will be making forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements, among others, regarding the company's outlook for the second quarter and fiscal year of 2019, the expected impact of growth and strategic initiatives, the expected impact of organizational restructuring, the expected impact of the FSA and OST acquisitions, and those forward-looking statements identified in the presentation. These statements are based on current information and our current expectations. As such, they are subject to risks and other factors that may cause actual operations results to differ materially from the results discussed in the forward-looking statements. For additional information concerning these risks and factors, please refer to our filings with the Securities and Exchange Commission and the press release and webcast presentation relating to this earnings call.

The company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise. Now I'll turn the call over to Tom Schmitt, CEO of Forward Air.

Tom Schmitt
CEO, Forward Air

Thank you, John. Good morning to all of you on the call. Before I turn it over to Mike Morris, our CFO, I do want to give a quick check-in on our profitable growth journey. If you remember on our last call, I talked about our priorities, and two that stand out are nailing 2019, and the second one is getting a compelling beyond 2019 multi-year picture together and getting ready and in game shape for that picture. Last month, many of you were actually there. We had our Investor Day in New York, and we gave specifics on that beyond 2019 picture, and I want to give you just the headlines and highlights of that. The first thing is strategy. We were very explicit about our strategy, in essence saying, if it's bigger than a box, think Forward. When it really matters to you, think Forward.

It's a bit like the UPS golden package or the FedEx absolutely, positively overnight. We want to own the space for that type of critical shipments for everything that's bigger than a box. We were very explicit about that. We started this company 38 years ago, airport to airport, hitting that tight time window every single time with precision execution, and then we took it to pick up and delivery. We're going to talk about that a bit more today. Then into other modes also, into distribution centers, malls, and more recently, also into homes. The second thing we talked about in the investor day in our beyond 2019 picture is a clean structure. Companies expect, our customers expect to deal with one Forward Air, and we put a complete, collectively sales and marketing organization together that's all under one Chief Commercial Officer, Matt Jewell.

We did the exact same thing on the operations side, where we do have focused factories. However, they do adhere to one consistent set of priorities and principles under our Chief Operating Officer, Chris Ruble. The third thing that you saw real-time in New York, we had a four-hour investor day, was our leadership lineup. I couldn't be more proud of that team. Obviously, Mike Morris here is with me. I mentioned Matt Jewell and Chris Ruble. We also had our General Counsel, Michael Hance, our Chief People Officer, Kyle Mitchin, and our new CIO, Jay Tomasello, with us. Very proud about having the right strategy, structure, and the right leadership lineup in place. The most important part, obviously, is we are tag-teaming with thousands of our teammates on that journey, and I know how they are delivering every single day.

Finally, this is an earnings call. We also made a commitment in New York to a top and bottom line growth. We've said, in essence, what we expect and what you should expect is a CAGR of GDP plus 10%, roughly both on top line and bottom line for the medium term. That's an aggressive, continuous, profitable growth journey that we expect. If you ask yourself, how so? That's the theme of untapped upside that we put forth at that investor day. We believe, based on a lot of research that we have access to and that we've done, that of the addressable market that we are operating in, we only own about 5% share today.

There's a lot of untapped upside, a lot of runway, and we're going after it organically, primarily in the LTL space, and inorganically, as you have seen recently, intermodal and obviously also B2C final mile. Having said that's the picture going forward with a commitment to double-digit beyond GDP top and bottom line growth, how are we doing right now? Mike's going to give us a bit more details, but let me just give you a couple of headlines. On the organic growth side with LTL, we're doing exactly what we said we would be doing. Our door-to-door shipments, that's stretching our muscle into pickup and delivery beyond airport to airport. Those shipments have been up 14%. Our door-to-door revenue is up to 40% of our LTL network revenue, and we're growing with our new verticals. 3PL standout, international forwarder standout.

If you just take the 3PLs, shipments are up 65%, and billable weight is up 100%. We are continuing to rely on domestic forwarders, and we're building out segments such as international forwarders and 3PLs, as I just mentioned. When we talk about our shipment characteristics, they're also improving. Door-to-door weight per shipment is over 700 pounds now, and the average length of haul is almost 1,000 miles. In very simple terms, heavier and longer is better. The inorganic side, we are obviously committed to continued and accelerated M&A. Just to give you a couple of specifics on this one, as you know, we just closed OST. That's getting us into the Baltimore market, gives us more presence along the Atlantic Coast in the premium intermodal drayage space.

We're actually just thrilled to have the OST team members join Team Forward Air and make them part of our family. On the FSA side, this is the B2C M&A deal that closed in spring. This has been a beautiful story since we closed. In fact, our joint final mile team has won four new markets totaling over $10 million in run rate revenue since that close of FSA. I like saying it this way, we are far from done. We remain active on M&A. You also have to look at, yes, as and when freight cycles slow down, there are actually also some advantages to that. We may not like all of that slowdown, but it actually should help us on the M&A front with some of the valuation multiples compressing. We do see that slowdown in some areas.

On the organic side, intermodal, clearly we're seeing a slowdown. Airport to airport, we're seeing a slowdown. Still, what we also are seeing, especially in the most recent weeks and days, when we don't see a pie that's increasing in size. Well, then we got to do what I talked about doing, which is increasing profitably our slice of that pie. That's what we're doing with our Grow Forward initiative, where we're very surgically going after profitable business in the segments that we, for instance, mentioned with 3PLs and international forwarders specifically. In sum, we got a strategy, we got a structure that makes sense, competing as one operationally and commercially. We have the right leadership team, and most importantly, thousands of us executing with high precision every single day. I like where we're headed, and I like the momentum we've got.

With that, a few more specifics on both the results for the second quarter and the first half, the momentum, especially also on the inorganic side, and then also some logic that we deploy when it comes to our capital that we allocate across our businesses. Let me take this to Mike Morris, our CFO, who's the expert in most of those areas. Mike?

Mike Morris
CFO, Forward Air

Thanks, Tom. On June 25th, we filed an 8-K describing a $5 million vehicular reserve that we recorded in the second quarter under our self-insurance program. For your modeling purposes, let me provide some clarity as to how this reserve hit our P&L. On a consolidated basis, the entire $5 million is captured in the insurance and claims line on our income statement. From a business unit perspective, LTL recognized $1 million in its insurance and claims line, since this is the self-insured retention level for the affected business unit. LTL pays corporate and internal insurance premium for coverage above $1 million, which is why the remaining $4 million was recorded in corporate. The impact of this $4 million corporate reserve can be seen on the income from other operations line on page four of our earnings release.

In every case, consolidated business unit or corporate, insurance and claim activity unrelated to this reserve would impact the final amounts recorded for the quarter. Without minimizing the severity of events that can lead to this level of reserve, if one wanted to understand our second quarter performance excluding the reserve, our operating income would have been about $4.1 million higher, which is adding back the $5 million reserve, net of its impacts on incentive compensation. At that level of adjusted consolidated operating income, our operating margin would have been 10%, our incremental margin would have been 12%, our year-over-year operating income growth would have been 5.5%, and our EPS would have been $0.89, up 7.6% from the prior year quarter. Let me continue by providing a quick update on our integration of FSA. As you'll recall, we closed this final mile acquisition in April.

Overall, the integration is going very well. On the revenue side, the combined sales team hit the ground running, and you heard Tom mention some of our recent successes. From an operations perspective, our teams have continued to provide high levels of service during the integration process with no major hiccups. One operating item worth calling out, which we discussed during our last earnings call, is a synergy we're starting to realize in pickup and delivery. In three markets, our LTL organization has begun using final mile contracted service providers to help handle peak LTL pickup and delivery needs, particularly on busy Mondays. This strategy provides additional revenue to our final mile providers while helping us maintain operating leverage on this LTL freight. We expect to expand these combined pickup and delivery activities into more markets in the future.

On the corporate side, our integration of FSA is taking a bit longer, which we expected, given that we are a public company. Overall is progressing on target. While we're on the subject of acquisitive growth, let me provide a few comments about our acquisition of OST. As Tom mentioned, we're thrilled to have the OST team join Forward Air and open up this key port for our drayage customers. On a run rate basis, we expect OST will contribute $32 million of revenue, $2.5 million of operating income, and $3.5 million of EBITDA. For the third quarter, we expect OST will contribute $6 million of revenue, no additional operating income, given closing and integration costs. Finally, regarding our second quarter capital allocation, we spent $27 million to acquire FSA and repurchased $24 million of stock. Our share repurchases have reduced our year-over-year share count by 3.1%.

We incurred $10 million of additional debt during the second quarter, and our leverage at the end of the quarter was roughly one-third of a turn of EBITDA. Over time, we intend to optimize our capital structure by carrying a more permanent level of debt, which we do not expect will exceed one turn of EBITDA. With that, John, let's open the line for Q&A.

Operator

Certainly, ladies and gentlemen, if you would like to ask a question on the call, please press star 1. You'll hear a tone indicating you've been placed in the queue. If your question gets answered or you wish to remove yourself from the queue, please press the pound key. Once again, star 1 if you have a question. First the line of our Jack Atkins with Stephens. Please go ahead.

Speaker 4

Hey, guys. Good morning. Wade on for Jack. Thanks for taking the questions. First of all, great job on a tough environment out there this quarter. First couple on the LTL segment. Tonnage comps in LTL are getting a little easier in the third quarter, but the yield comps are a little harder. What are you guys seeing thus far in July for both metrics? Maybe could you talk about what the guidance assumes for both in the third quarter?

Mike Morris
CFO, Forward Air

Good morning, Wade. I think you're asking the question of what's been the tonnage to date in July for LTL. If that's the first part of your question?

Speaker 4

Yes.

Mike Morris
CFO, Forward Air

Tonnage per day has been down a negative 4.4% thus far in July.

Speaker 4

Okay.

Mike Morris
CFO, Forward Air

The comps do abate relative to the stiff headwind we've had in prior quarters. In the third quarter of 2018, overall tonnage per day was up 1%. That's a much easier comp than what we faced the past couple of quarters. In terms of the tonnage that we're anticipating, I think it goes back to some of Tom's comments where we'll continue to push on the growth on door-to-door, and we'll have to see where the macro takes us in terms of some of the legacy airport-to-airport business, which Tom mentioned in his opening remarks, has been a little under pressure. From a yield perspective, I think we'll see probably less on the yield side than we have in the past couple of quarters. It'll still be positive.

As some we have some mix shifts in our business, I think you'll probably see a little less yield growth than we have in the past couple of quarters.

Speaker 4

Okay, that's great. Thank you. Following up on LTL, you kind of already touched on it. Excluding that charge, looks like margins would have expanded year over year there. We would have seen higher single-digit EBIT growth. Is that the right way to think about it? Is that the right way we should be thinking about it in terms of run rate headed into the third quarter?

Mike Morris
CFO, Forward Air

The charge definitely impacted LTL to the $1 million SIR that they took. Some of those compensation effects, I shouldn't say it's a good guy, but the lower incentive compensation would actually accrue back to them. Net-net, the marginality is not very much changed at LTL as a result of the $1 million SIR that they took. I think in terms of what to expect going forward, it's really going to be driven by your view of the macro, and I'll tell you, this is a challenging environment to forecast into. We feel very confident that we're going to get growth in door-to-door and the initiatives that Tom described. Remember, we've got some final mile of growth in there. FSA's revenue is a big part of the revenue growth that we're forecasting in LTL and as a consolidated entity.

It is not at the marginality that it will be in the next couple of quarters. We're still integrating and standing this up. That's going to pressure margins a little bit. Where we see the macro take us with respect to airport-to-airport and airline could put a little pressure on margins as well. I think it really comes down to your view of the macro and whether you think things are going to abate in terms of the overall market and the overall macro, or whether you think there's going to be continued pressure. That's the vectors at play, if you will.

Tom Schmitt
CEO, Forward Air

Wade, let me just add two points to the ones that Mike made. The first point is a somewhat tactical point, but reinforcing something we talked about in the last few earnings calls. We've gotten very rigorous with understanding the profitability of our customers, of specific industry segments, and also of specific lanes. While we're getting a lot of headwind, and that's the unknown, is a lot 5% down, is a lot 15% down in specific pockets where people shift modes, where people consolidate and take service degradation temporarily for cost gains. We do know we can make up some of that by very surgically pricing for lanes where we underutilized, and that's exactly what we're doing with some of the customer segments that we're talking about also. 3PL is the one that stood out most.

We're watching, obviously, Wade, our tonnage day to day, and we're seeing some of the fruits of that dynamic pricing that we're doing. The second point, frankly, is a much more, in a bigger sense, much more important point. We did talk, and Mike, you talked obviously in your opening comments about a reserve we took. The one thing that everybody on this call, and most important, everybody on the Forward Air team needs to understand and does understand when we're talking about a reserve, when we're talking about taking a few million dollars and putting them aside, this gets you to the topic that's most important, and that's safety. We're spending, rightfully, a tremendous amount of energy led and orchestrated by our Senior VP of Safety, Matt Casey, on making sure every single person comes to work safe and goes home the same way they came to work safe.

Frankly, we are just somewhere between frustrated and just shocked when we have a slip, and it doesn't work out perfectly, and we actually are not 100% safe. Let me just make very certain, this is an earnings call, but the single most important thing and the thing we always talk about first is safety. We spent, even with our board earlier this week, that was the number 1 deep dive. We can talk about financials and customer service profit for the rest of this call, and we should. We are a for-profit enterprise. I want you to understand that there's a human component that always comes first and foremost.

Speaker 4

Just real quick, last one. Could you talk just a little bit about what you're hearing from customers as far as how peak season could look?

Tom Schmitt
CEO, Forward Air

Sorry, Wade, what we hear from customers about outlook?

Speaker 4

About how peak season could look.

Tom Schmitt
CEO, Forward Air

Yeah, it's actually interesting. The general statement, and again, we're basically taking a bunch of impressions, and I probably do about as many customer calls as you could possibly imagine. I think last week, between three or four customers we went, some one on one, some in groups. There's tens of them that we covered. The short answer would be, and I'm not sure there's precise logic behind this, Wade. The Q3 sentiment is much more cautious and much more conservative than the peak season and Q4 sentiment. If you want to get it in the headline, people are hesitant about Q3, perhaps a dip, perhaps that's just a very short-term dip, and fairly positive and bullish about Q4. Perhaps, if you want to put it this way, somewhat moderate Q3 and a pretty solid Q4.

That's the sentiment that I'm picking up from customers in different segments.

Speaker 4

Okay, great. Thanks, guys.

Mike Morris
CFO, Forward Air

Thanks, Wade.

Operator

Our next question is from Scott Group with Wolfe Research. Please go ahead.

Scott Group
Analyst, Wolfe Research

Hey, thanks. Morning, guys.

Mike Morris
CFO, Forward Air

Morning, Scott.

Scott Group
Analyst, Wolfe Research

We got the July tonnage. Can you give us the months in 2Q for the LTL tonnage, just so we have it?

Mike Morris
CFO, Forward Air

Yep. In April, we were down 6.1% tonnage per day. In May, we were down 7.5%, and in June, we were down 4.8%. Scott, just to round out the answer, sorry to cut you off. As a point of comparison, in the second quarter of 2018, the comp was up 8.6%.

Scott Group
Analyst, Wolfe Research

Okay, helpful. Okay. I want to understand the guidance for the third quarter a little bit, because if you back out the charge in two Q and then the charge in three Q, sort of you're going from a high $0.80 range to a high $0.70 range, two Q to three Q. We don't typically see that drop off. Is that just what you were talking about customers being cautious about the third quarter, or is there something else from a cost standpoint or something changing two Q to three Q?

Tom Schmitt
CEO, Forward Air

Let me start with very specific items, and then Mike, I think we are going to tag team this one. Scott, the first thing is there are very specific things that we, I think, also pointed out that are happening. If you look at the guidance where we have a revenue going up by 9% and EPS, if you look at the $0.76 versus last year being flat, that doesn't sit right. Now a couple of items that make up a good part of that is the one that Mike talked about just a few moments ago. Whenever we have an integration of an acquisition, in this case it's OST.

The first, and it depends on whether they're on the same operating system or not, the first two to six months is when you run the cost of integration and when you incur kind of the dip that gets you to a better place ultimately. We have that in Q3 full force. So you get some revenue lift from OST, and you get zero profitability in Q3. We expect quite a bit of profitability, as Mike mentioned, obviously, in the medium and long term, starting in Q4. The second thing is, and we also pointed that out in Q3, we have, over the last several months, done a review and, to some extent also a reset of making sure we have the right structure and then the right people in those seats going forward.

There is still, if you look at the notes that we send out, there's still transition and severance related charges that are in Q3. I expect that the team that we have in place now is our team that we're taking forward, and that's what I mentioned also when I talked about the Investor Day. I feel extremely confident and proud about this leadership team. We do have costs of transition that also go into Q3. The last point before I turn it over to Mike.

Between the OST integration, that's revenue accretive but not profit accretive yet in Q3, between the transition cost on the leadership front, and what we just talked about, overall us just having to be realistic about the size of pie short term, frankly, hitting us to some extent where our slice of pie, our market share game, our dynamic pricing game still is catching up with that negative headwind, will lead to somewhat of a cautious Q3 outcome. Again, between very specific activities and initiatives that we are taking very consciously, and between tailwind with our initiatives, not quite fully compensating yet for the headwind that we are seeing, the math adds up to what you just pointed out and what we just published. That's my take on kind of putting gives and takes together. Anything else, Mike, that I did not say?

Mike Morris
CFO, Forward Air

No. We've got acquisitive revenue driving a lot of the growth that does not have the profit characteristics it'll be going forward. We've got growth in door to door that's still building density. Some caution in the guidance around the macro climate, which is going to tug at other parts of our business.

Scott Group
Analyst, Wolfe Research

That's all really helpful. You guys just gave us long-term, double-digit annual earnings growth. You must have some visibility to when it's coming. When do you think we get there? Is it not third? Do we get there in fourth? Do we get there next year?

Mike Morris
CFO, Forward Air

We gave a medium-term outlook, Scott. A lot of it, as we said during the meeting, a lot of it'll depend upon the shaping of the overall macro climate over the medium term. We do definitely feel like we are heading down the right path, which is building density in verticals that let us exert our operating leverage in LTL. That's a key part of it. As Tom talks about building share in other verticals and other modes that give us an inorganic growth push.

Tom Schmitt
CEO, Forward Air

We also should look at, Scott, we were last year at 9.2%. We're going to go to a GDP plus 8%-12% going forward in that medium-term perspective. We are within a fairly limited range. It's not like we're looking to go from low single digits to double digits. We're looking to go from 9.2% to GDP plus 8%-12%, so that's the journey. That's a DNA trait that we share here. We are very constructively impatient, so sooner is better than later.

Scott Group
Analyst, Wolfe Research

Okay. Very helpful. Just last one quickly. On the truckload side, the rev per mile and cost per mile both fell sequentially from the first quarter. Any signs of either of those starting to move in the higher direction in the third quarter?

Mike Morris
CFO, Forward Air

Yeah. With truckload spot rates down 20%, it's a pretty difficult operating environment. I think it's really just going to depend on where the overall truckload macro evolves. As we mentioned earlier, we have some caution in our guidance around that aspect of the macro.

Tom Schmitt
CEO, Forward Air

The one thing, this is more a qualitative thing, but it's important, Scott. Having all four kind of operations factories in the same operations team does help. Between specifically truckload and LTL, whether it's on covering loads or other operating synergies, there are things that we're obviously looking to do while we're experiencing those very soft spot rates.

Scott Group
Analyst, Wolfe Research

All right. Thanks so much for the time, guys.

Mike Morris
CFO, Forward Air

Thanks, Scott.

Tom Schmitt
CEO, Forward Air

Thank you, Scott.

Operator

Next, we'll go to Todd Fowler with KeyBanc. Please go ahead.

Todd Fowler
Analyst, KeyBanc

Great. Good morning. I guess just going back and looking at the second quarter, adjusting for the insurance reserve, you would have been above the high end of the guidance and the revenue trend were a little bit at the lower end and the macro didn't feel great. Do you just have a sense of what was different in the actual 2Q results versus your initial guidance when we adjust out the reserve? Was there anything unusual there that benefited you that we wouldn't see going forward?

Mike Morris
CFO, Forward Air

No, I think part of, and I'll be completely transparent in the answer. Part of the variance that you're touching upon was our success in guessing what the decline in the overall range would be. We did our best with the information we had, but as we got into quarter end, we learned a little more. The other part of it is we did have stronger LTL performance than we expected, and we had a couple of good guys on other insurance-related matters, not related to this reserve, other matters that were helpful.

Tom Schmitt
CEO, Forward Air

The one thing I should say in terms of perhaps also kind of guessing correctly, on the actual business side, on the revenue growth side, we're kind of executing the game plan that we talked about where we said, like, we're going to put kind of a Find, Keep, Expand initiatives, going more business in other industry verticals, doing more with under-penetrated large accounts, going for smaller accounts that are actually highly profitable and do more with them, retention programs, cross-selling in some cases, which we're doing much more. This is a playbook that I know how to kind of use and we're using it. We do know pretty exactly when it comes to getting compensated fairly on the surcharge front or with GRIs, kind of what the take rate will be. That's more almost like a scientific math exercise.

With those initiatives that I just sketched out, we kind of know the speed and pace with which they'll take. It may sometimes be a month or two slower versus faster, but they are working. That's why I'm also very, very bullish on when we talk about top-line growth going forward. These initiatives and what I call the slice of pie game is going to be very effective. The playbook that we are putting in place is being executed very well by our sales teams. We do have a program manager with our VP of growth who also has done this before. Again, I feel very, very good about, we're not in the surprise business. We're actually executing precisely what the game plan and the playbook tells us.

Todd Fowler
Analyst, KeyBanc

Sure. No, understood. Tom, to that point in your prepared remarks when you talked about the pie shrinking, is the higher level way to think about that if the tonnage environment isn't as conducive, you're focused on more profitable freight, and so if we see tonnage declines, we maybe wouldn't see as much variability in the margin as what we've seen historically. Is that ultimately kind of the end game with what you're going at with that comment?

Tom Schmitt
CEO, Forward Air

Yeah, this is a bit of a sausage making Todd, where I can't exactly tell you kind of at what pace, which of the impact is going to kind of add two percentage points here or take two away. What I mean specifically, some of our customers are giving up service that they medium- and long-term need for their kind of value proposition with their customer for cost savings because they are cautious in the current environment. In some pockets, that costs us five, 10, 15, in some cases, even up to 20% of the current business. That I do know. I just don't know whether it's 5% here, 8% there, 12% there.

I also do know that the pricing initiatives are worth a certain number of percentage points, and I know these Grow Forward kind of find, keep, expand initiatives are worth double-digit % of revenue over the one to two-year term. Between those different pieces, that's why it's called a guess or a guide or a forecast. It's a bit of a mathematical assumption game. Is this going to be -8% and that's going to be +6? Is this going to take two months to kick in or is it going to be three and a half months? Overall, the guidance that we put forth on Investor Day is something that Mike and I are very, very confident in because it's a math game that we know how to play out, and we have a team that executes tremendously well.

I'm not sure that gives you much more color, but the only thing I'm telling you back is we know all the impacts, the puts and takes. We just don't know the exact % going this way and that way, respectively, and the timing of those. That's where for Q3 we had to be somewhat cautious because we are seeing the headwinds. We are seeing the tailwinds and the fruit of labor that we're putting in. We just know it's going to take a few months for some of them to bear full fruit, and that's why Q3, we are a bit more cautious. In the medium term guidance that we gave on the IR day, we are rightfully very confident because we know it's going to play out that way.

Todd Fowler
Analyst, KeyBanc

No, understood. That's helpful. I guess it's just trying to put it together in the context of what we're seeing with tonnage and then, I think what most people would agree was a relatively strong margin performance here in the second quarter. Just trying to square some of those things. Just for my follow-up, Tom, in your response to the previous question about the sequential cadence with the third quarter. I'm sure you don't want to give fourth quarter guidance at this point or thoughts into 2020 or specific thoughts into 2020, but for some of the things that you laid out, are those things that you see as impacting 3Q? I'm not talking about the macro things, I'm talking about some of the company specific integration and costs, or do those have tails into the fourth quarter and you get beyond those into 2020?

Just how long do we expect some of these integration costs to be in the numbers? Is that something that's in one quarter or do we have more of a tail than that?

Mike Morris
CFO, Forward Air

I'll start, Todd and Tom.

Tom Schmitt
CEO, Forward Air

I can correct you afterwards.

Mike Morris
CFO, Forward Air

Okay, great. The one cost that we talked about last quarter, we indicated would carry through the year is the investments we're making to upgrade our corporate capabilities. We pegged that at, call it a million and a half a quarter, something like that. That's going to carry through the rest of this year as we upgrade our systems and build out our platforms to accommodate our future growth and play a little catch up relative to our past investment. The acquisitions tend to have an integration cost of a quarter. Especially if you do the transaction in the middle of the quarter, you're going to pick up some legal fees and things like that, some integration costs, and then you'll pick up some incremental amortization of intangibles once you figure out that math. The acquisition related ones, FSA is largely done.

They cleared that hurdle last quarter, actually produced a little margin. That'll start to get ramped up. OST last quarter, and then that should start to get ramped up. Those are the acquisitions we've done, barring any new ones. I think all this should be cleared out by the end of the year. Did I get anything wrong?

Tom Schmitt
CEO, Forward Air

The only thing I would do more now, obviously when it comes to numbers, I'm not going to do a beauty contest. I would say, specifically to the integration of OST and FSA, I think, Mike, it's fair to say that Q3 should see the bulk of that being.

Mike Morris
CFO, Forward Air

Yeah. OST for the third quarter. FSA is done.

Tom Schmitt
CEO, Forward Air

Yeah. Q4, and in fact, to retalk to that part of the question, of what we did so far acquisition-wise, that should be processed, so to speak, within Q3 and should not impact negatively Q4.

Mike Morris
CFO, Forward Air

Yeah.

Todd Fowler
Analyst, KeyBanc

Okay, got it. We can make our assumptions about what the environment's going to look like, but it sounds like from a company cost standpoint, it's more of a cleaner sequential ramp going forward after 3Q at this point.

Tom Schmitt
CEO, Forward Air

Perfect. Yes.

Mike Morris
CFO, Forward Air

Yeah.

Todd Fowler
Analyst, KeyBanc

Great. Hey, thanks a lot for the time today and all the detail.

Tom Schmitt
CEO, Forward Air

Thank you, Todd.

Operator

Next we'll go to, Seldon Clarke with Deutsche Bank. Please go ahead.

Seldon Clarke
Analyst, Deutsche Bank

Hey, thanks for the question. I just want to ask a longer term question. Are there any other logistics services that you're considering offering, whether it be shared distribution model or postal injection, anything along those lines? Whether you do it through M&A or by leveraging your existing infrastructure?

Tom Schmitt
CEO, Forward Air

I'm going to go first and then Mike is moonlighting as a chief marketeer sometimes also. He can go second. I do believe, and this goes back, Seldon, to what I talked about before, which you also saw on the Investor Day. Of the markets that we actually defined as the space that we are addressing today, we believe in the U.S. we have 5% market share. That's airport to airport, getting stretched into pickup and delivery. That's where I said we have 40% of our total LTL network revenue today in a door-to-door environment. However, collectively between our intermodal, between our LTL pool and TL business in the premium space, we only own about 5% market share. There are extensions within that shoebox that we are definitely going to get into.

For instance, we've been saying there's nothing that tells us that our terminal from LTL should be confined to airport or near airport locations. You'll see some of that playing out where our lanes and beginnings and endings of journeys could be outside airport areas and will be at some point soon. That's definitely a stretch that we feel very comfortable with. Again, if we have a profitable business model with a double-digit margin commitment in spaces that we know how to tremendously execute, and we only have 5% of the market share. My sense is that we should be going for these other 95% with as much rigor, precision, pace, and constructive impatience as possible, and that's the best way to create maximum shareholder value.

Again, we have made quite a bit of stretches with the B2C space now being tripled in terms of our own presence with the FSA acquisition. I believe let's focus on keep the main thing, the main thing. Build out from 5% to 10% to 15% to 20% market share in the areas that we know to nail at double-digit profitability levels. The short answer would be, I think we got enough goodness to go after, within the space that we started occupying and that we started sketching out on Investor Day a bit more in detail.

Seldon Clarke
Analyst, Deutsche Bank

Okay, that's helpful. Thanks. Then getting back to LTL, if you go back and look for the last several quarters, your tonnage growth has significantly outpaced the industry. I realize the characteristics, the mix characteristics are a little bit different, but, obviously more recently you start to see a little bit steeper declines. You talked about growing with your international 3PLs and your door-to-door service. What is the key reason for that driving the recent weakness? Like what's offsetting the growth you guys are talking about, and when do you think you should expect to get back to positive LTL volumes?

Mike Morris
CFO, Forward Air

I'll start, and Tom, you can chime in. I think Tom touched upon it earlier, is we obviously have the growth initiatives in door-to-door. We're still building density in that. It's important to note, and I think this goes back to an earlier question, we're not compromising the freight characteristics to get to that objective. We're going after heavy, dense freight. We're in the early innings of that growth initiative, making a lot of progress. The broader macro can tug at some of the legacy businesses. It can tug at the domestic forwarder. It can tug at airlines. It's really a tug of war between the two. One, the legacy business has a bigger base. If it goes down a few %, that mathematically is a larger number than a smaller base, which is growing more than a few %.

It's really that tug that's the challenge in terms of looking into the third quarter in particular. I think that's a little bit, Seldon, of what's been going on over the past quarter.

Seldon Clarke
Analyst, Deutsche Bank

It's nothing to do with freight collection or anything like that. It's just the underlying demand.

Mike Morris
CFO, Forward Air

I'm sorry, nothing to do with?

Seldon Clarke
Analyst, Deutsche Bank

With freight collection, culling freight, anything like that. You're not foregoing your existing business to pick up some of the other heavier goods.

Mike Morris
CFO, Forward Air

Not in a material respect. Sometimes when you know we did some GRIs and we had some targeted price actions around odd-sized freight and whatnot. No, big picture, it's just the macro pulls at certain parts of our business while we're growing others. Looking through the cycle, we think they're going to be additive to each other as we put density on top of density and grow as a network.

Tom Schmitt
CEO, Forward Air

Yeah. Perhaps if you step back a little bit, Seldon, the one thing I would say is, we are making conscious decisions to focus on the kind of premium services that we provide and get compensated fairly for that. As and when in the short term, some of our customers, as I said before, choose to forgo service position for lower cost, we're holding firm, and we are surgically looking for profitable business to complement and fill out capacity that we still have available. At the same time, we're doing what the best companies in our industry and other industries do, which means we hold firm when it comes to pricing. We want to be compensated fairly for the service that we provide.

Again, even if you just look at this earnings call cycle and you look at the types of companies that actually did what they said they would do, and they made or beat consensus, there's something that's common to us and those companies, which is we're very disciplined about sticking to our playbook, sticking to firm pricing, and getting compensated for the level of service that we provide. Making sure that we work very closely with our customers so that they can actually also get compensated from their customers for that service. You'll see some of that going on, and when you have macro headwind, yes, that's sometimes putting you short term into a little bit of a challenging situation, but I'm very, very confident that we are playing that slice of pie game extremely effectively, and we will see that build.

Seldon Clarke
Analyst, Deutsche Bank

Okay. That's helpful. Thanks. Then just a quick one. My last question. Given all the moving pieces of insurance, how should we think about just corporate costs for the back half of the year?

Mike Morris
CFO, Forward Air

I would just keep in mind the incremental spend that we've talked about of about a million and a half a quarter as we round out the upgrade in our corporate capabilities like we talked about in prior calls.

Seldon Clarke
Analyst, Deutsche Bank

Is that incremental or just the run rate?

Mike Morris
CFO, Forward Air

It was year-on-year growth. Incremental, but it's not going to be repeating at that level. It's just a one-time step up relative to prior year. Growth is more merit-driven type of stuff after that.

Tom Schmitt
CEO, Forward Air

Let me build that out, perhaps building on, Mike, what you just said. Over time, to be very clear, we expect corporate cost as a % of total revenue to go down, not up.

Mike Morris
CFO, Forward Air

Yeah. That's the point.

Seldon Clarke
Analyst, Deutsche Bank

Got it. I guess stay at a similar % for the remainder of this year and then come down in 2020. Yeah.

Mike Morris
CFO, Forward Air

Yeah. Once we stand up the automation and get process improvement and things like that, then we can grow without adding more cost.

Seldon Clarke
Analyst, Deutsche Bank

Got it. Okay. That's all. That's it for me. Thanks.

Mike Morris
CFO, Forward Air

Thanks, Seldon.

Tom Schmitt
CEO, Forward Air

Thank you, Seldon.

Operator

Next, we'll go to Kevin Sterling with Seaport Global Securities. Please go ahead.

Kevin Sterling
Analyst, Seaport Global Securities

Thank you. Good morning, Tom and Mike.

Tom Schmitt
CEO, Forward Air

Morning, Kevin.

Kevin Sterling
Analyst, Seaport Global Securities

Hey, Tom, can I ask a big picture question for you, if you don't mind? I hear you on the macro, and you talk about the slowdown, and we can all see that. You talk about a little bit of a slowdown in your core airport-to-airport business. If I step back and think conceptually of that business and what we're seeing going on in the marketplace with this move to expedited freight, with this move to supply chain speeding up, Amazon obviously continues to push the envelope for speed. Conceptually, I would think that business should do well because it essentially is an expedited service offering that would be attractive to a lot of your customers. Maybe that's on the come, could you help me bridge the gap conceptually how I'm thinking about that business with your expedited service offering?

As supply chains get faster, I would think over time that business might be able to buck some of the general freight weakness, or maybe I'm not thinking about it right. If you could help me there, I'd appreciate it.

Tom Schmitt
CEO, Forward Air

Actually, that's a very quick answer. Yes, you are thinking about it right. Perhaps a bit more color on that answer is, what's happening with supply chains in terms of more transparency, we look at our smartphones, and we see exactly where something is along the way, and then we get the picture confirmation of like, "Oh, here's the picture of where it was delivered." That level of transparency, the level of reliability and the level of speed all are moving in a direction that actually is working very well for us. What you do typically see, and especially when there's conservatism, hesitation about the robustness of the economy, this is where people make trade-offs that I believe, given where supply chains are headed, which is exactly, Kevin, what you're talking about, it is that faster, it is that more visibility to where's my shipment.

It is that higher reliability where what you expect to happen actually happens every single time. This position execution at a high-speed level, which is the supply chain trend overall, is playing exactly towards our strength. Yes, do you see a little bit of a peak and valley with the economy getting more hesitant and slowdowns happening? Yes, you do. However, these medium-term trends that you sketched out that I just reaffirm are playing to our strengths in a tremendous way. I like where we're sitting, and I like where we're heading with that.

Kevin Sterling
Analyst, Seaport Global Securities

Okay. Yeah, no, that makes sense. I was just thinking big picture, I don't see this dynamic changing at all. With your expedited service offering, I'd imagine longer term, you're just going to be well-positioned. Okay. Thank you.

Tom Schmitt
CEO, Forward Air

You and me share that belief.

Kevin Sterling
Analyst, Seaport Global Securities

Okay. Well, great minds think alike, right?

Tom Schmitt
CEO, Forward Air

That may be a bit presumptive.

Kevin Sterling
Analyst, Seaport Global Securities

No, I'm sure Mike is chuckling when I say that. The door-to-door initiatives that you've talked about and your local pickup and delivery that you are now offering, are you able to cross-sell these services and actually be able to maybe win new business that you hadn't won before? Maybe pick up new customers and even grow with existing customers? How's the cross-selling activity looking?

Tom Schmitt
CEO, Forward Air

Yeah, it's a great question. There's two things that work well towards more cross-selling. One is actually the content focus on it. I mentioned before these Grow Forward initiatives that our Vice President of Growth, Stefan Birschmeyer, is working with, the operations, the sales teams, the finance team, the pricing team certainly that is a part of his small group. The cross-selling is an explicit part of expanding business. Again, Grow Forward has a find, a keep, and an expand portion. Cross-selling is part of the expand portion with a dashboard and expectation of the outcome. We have our top 25 largest customers where we have strong relationships in one business unit, and we're building it out to include also other business units. We have conversations very much planned and executed with those large, medium-sized accounts about what Forward Air overall can offer to them.

Content-wise, very much on it with an expectation and a dashboard and a metric that actually supports that. Structurally, this goes back to what I said in my opening remarks, the way we pulled all of our sales and marketing acumen together under one Chief Commercial Officer area actually makes that cross-selling easier because now we have all the sales and marketing team members being part of the same team with Matt Jewell having the lead. Again, both the content focus and energy is there and mind share is there, and the structure now supports that more. Very specifically, there's a cross-selling list of targets, there's a cross-selling list of services that go well together, and there's a number that we're shooting for.

Kevin Sterling
Analyst, Seaport Global Securities

Got you. Tom, thank you. Tom and Mike, thanks for your time. That's all I had. I appreciate it. You guys have a great weekend. Thank you.

Tom Schmitt
CEO, Forward Air

Thank you.

Mike Morris
CFO, Forward Air

Same to you. Thanks, Kevin.

Operator

We have a question from Bruce Chan with Stifel. Please go ahead.

Bruce Chan
Analyst, Stifel

Yes, good morning. Appreciate the time, as always. Just a question here on FSA. I know it's still early in the process, maybe you went through this in the diligence and got a better feel for it as you've been integrating the business. What kind of long-term margin levels are you expecting out of that last mile? We don't really have a lot of public comps to really look at.

Mike Morris
CFO, Forward Air

LTL-like.

Bruce Chan
Analyst, Stifel

Okay.

Mike Morris
CFO, Forward Air

That's what we had at our Investor Day, Bruce: LTL-like margins. That's how we operated the business that gave us conviction to grow with FSA.

Bruce Chan
Analyst, Stifel

Okay, that's helpful. Just remind me, do you have any plans to integrate those two networks down the line in terms of your facilities?

Mike Morris
CFO, Forward Air

Yes. It is obviously subject to the customer's requirements. I think looking medium term, it makes a lot of sense for us and for the customer to get the scale economies of having this freight be shared with other freight through our terminals and through our pickup and delivery. That requires the customer's agreement. We believe over time, that's where this market will evolve. Right now, it's per the customer's requirements, which does not have a lot of that going on. That is our intention and hope going forward.

Tom Schmitt
CEO, Forward Air

Yeah, in addition to that hope, actually, it's an expectation we have, right? Bruce, there's obviously an intent why the B2C business, why we actually put this mentally and also financially from a reporting segment perspective, together with the LTL business. There's a reason for that. I can assure you that our operations team and our COO, Chris Ruble, is equally fascinated as I am about synergies. We put all these operations eggs in one basket for that reason also. The answer is yes, we should go there, and we will go there.

Bruce Chan
Analyst, Stifel

Okay, great. That's helpful. Appreciate the time.

Mike Morris
CFO, Forward Air

Thanks, Bruce.

Operator

Ladies and gentlemen, that concludes Forward Air's second quarter 2019 earnings conference call. Please remember that this webcast will be available on the investor relations section of Forward Air's website at www.forwardaircorp.com shortly after this call. You may now disconnect.