Thank you for joining Forward Air Corporation's first quarter 2017 earnings release conference call. Before we begin, I'd like to point out that both the press release and the 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 Chairman, President, and CEO, Bruce Campbell, Senior Vice President and CFO, Mike Morris, and Logistics Services President, Matt Jewell. By now, you should have received the press release announcing our first quarter 2017 results, which were 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 2017.
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 and 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. Today's presentation will include non-GAAP financial measures, including adjusted income from the operations, adjusted income before taxes, adjusted income taxes, adjusted net income, and adjusted diluted earnings per share. These non-GAAP financial measures exclude those items that we believe affect comparability.
A reconciliation of these non-GAAP financial measures to their respective GAAP measures is set forth in our first quarter 2017 earnings press release. Now I'll turn the call over to Mike Morris, Senior Vice President and CFO of Forward Air.
Thank you, Julia, and good morning to everyone on the call. Before we move to Q&A, we would like to make a few remarks about our recently announced acquisition of Atlantic. As Julia mentioned, we are joined on the call today by Matt Jewell, who oversees our intermodal and truckload businesses. Matt, let me turn it over to you to provide an overview of the transaction.
Thanks, Mike. On April 10th, we announced that our wholly owned subsidiary, CST, had entered into a definitive agreement to acquire substantially all of the assets of Atlantic Trucking Company. This transaction has been a few years in the making. Since acquiring CST in 2014, we've been actively looking for an intermodal company with the right mix of customers, locations, driver fleet, and management expertise to serve as our southeast beachhead. We found that in Atlantic. Atlantic is headquartered in Charleston, South Carolina, with eight other locations, Savannah, Atlanta, Charlotte, Norfolk, Nashville, Jacksonville, Memphis, and Houston. It has 416 drivers, 83 company, and 333 independent contractors, has a legacy leadership team that has all agreed to stay on and has a great blend of liner, freight forwarder, and BCO customers. To acquire Atlantic, Forward Air will pay $22.5 million with the potential for a $1 million earn-out.
Assuming the earn-out is achieved, the $23.5 million purchase price represents a 4.6x Atlantic's 2016 EBITDA. We expect the transaction to close on or before May 15th, and we are very excited to welcome Atlantic to the Forward Air family, and I want to personally thank the entire CST team and Atlantic's owners, Kevin, Greg, and Julie O'Donnell for all of their hard work in helping us put this transaction together.
Thanks, Matt. Matt will remain on the call this morning to address any questions about Atlantic or our intermodal and truckload businesses in general. Before we move to Q&A, I will mention that we expect Atlantic to be $0.02-$0.03 accretive and provide roughly $2.5 million of EBITDA in 2017. With that, Julia, let's open the line for Q&A.
Ladies and gentlemen, if you'd like to ask a question, please press star then one on your touch-tone phone. You will hear a tone indicating you've been placed in queue, and you may remove yourself from queue by any time by pressing the pound key. If you're using a speakerphone, please pick up the handset before pressing the numbers. Once again, it's star one. Our first question will come from the line of Todd Fowler of KeyBanc Capital Markets. Please go ahead.
Great, thanks. Good morning. I know we want to highlight the Atlantic deal, Bruce, I want to say congratulations on the Pool distribution results. I think we've been waiting for a first quarter like this for some time.
The emphasis is we.
Maybe to that point, just starting there, can you talk a little bit about what you saw during Pool? I think that the results are a little bit surprising given some of the commentary in the retail market. Maybe just to start there with what you saw here in the quarter and expectations for the full year at this point for that segment.
The quick answer is Pool, even though they're suffering from a tough market today. The good side of that is their competitors are going out of business left and right. We've been able to do a number of things that we haven't been able to do in the past. For instance, we've been able to get through reasonable rate increases. We've been able to establish a really stable management team that is really doing a top-notch job led by Roger Gallas. A lot of really positive things. The bottom line that's interesting to me because of what everybody reads, that business is not doing that bad in terms of year-over-year business. Kind of interesting. You hear woe and everything's awful, the reality is it's okay.
That does make sense about what's happening in the marketplace. I guess, shifting over to the airport-to-airport business, can you talk a little bit about what you saw on the tonnage side here during the quarter? We've heard a lot of commentary about some softness in February. It looks like your results were relatively consistent. I'm just curious what your experience was, and then if you've got some color, Mike, maybe about what you've got factored into the second quarter on the tonnage side.
Yeah, sure, Todd. I'll start on the response to the 1Q tonnage and let Bruce chime in. We were really tracking our forecast through the first two and a half months of the quarter. We were surprisingly spot on. As we got into the back end of March, things accelerated, and the LTL team did a great job taking advantage, driving the opportunity, and then taking advantage of it from an operations perspective to bring the profit in to the bottom line. It was really a second half of March acceleration. Looking to the second quarter, we've returned to normal April trends. The acceleration in the second half of March has decelerated. What we've got baked in for the full quarter is essentially flat tonnage on a year-over-year basis for the second quarter.
Just right now, given the trends and the overall sluggishness in the environment, we don't see a catalyst at this stage for Q2 to have a pickup in tonnage year-on-year.
Do you have any thoughts around why the second half of March was strong? Was that just the normal quarter end pickup, or was there anything specific that you think happened in March to give you that strength?
I'm not sure there was a specific, Todd, but it seemed like almost an old March, an old meaning like five, six, seven years ago.
Yeah.
It was great. It was wonderful to see. We're hopeful that it continues. We, however, stay on the sidelines in terms of, gee, it's going to be a boomer the rest of the year.
Okay, understood. Then just Bruce, thoughts around yields here. They continue to be pretty steady. Do you have any expectations for GRIs this year? Then it actually looks like the contribution from Complete moved up a little bit here in the first quarter, so I'm not sure if there's something unusual that helped with that contribution, or if that's maybe a little bit of color of what's going on with the yields and what drove the step up in Complete here this quarter.
Yields jumping all over the place or being driven all over the place, as opposed in the past where the criteria for yield was fairly stable. Today, it's not. Having said that, we're seeing a length of haul that's shortening. We're seeing shipment size that's getting just a little bit smaller. Then you have the Complete being thrown on top of it. A lot of mixture going on there that we haven't had in the past. All of that having been said, we're very happy with where yield is. We will, as we always do on an annual basis, come summertime, we'll be looking at, do we need to do a GRI or not? We have a lot of work to do before we get there, and we'll comment on that next quarter, probably.
Okay. Just a couple of last quick ones. The second quarter guidance doesn't have anything in there for Atlantic, and I'm not sure if that's an EPS comment and it's just going to be breakeven, and there's something in the revenue side. I think that there was some color that Atlantic was going to be $0.02-$0.03 accretive. I'm assuming that's second half of 2017, but maybe if you could just clarify what's in the second quarter and how you're thinking about the timing of Atlantic from a contribution standpoint.
Sure. I'll take that, Todd. We didn't put Atlantic in because the transaction has yet to close.
Okay.
If we had put it in, it wouldn't have had a noticeable effect in all likelihood, assuming a May 15th close. We're in a short stub period. If it slips a week or whatever, you don't have a lot of opportunity for incremental contribution. We decided to just leave it out for those reasons.
Okay.
If you do assume a mid-May close, we would see it adding, as I mentioned, $0.02-$0.03 for the balance, so May 15th to December 31st, for the balance of 2017. Again, assuming a mid-May close, about $2.5 million of EBITDA for the balance of 2017.
Okay. Just my last one, maybe for Matt. I know that this has been the objective in acquiring CST as having it as a platform. Can you just help us think about now how the intermodal segment is positioned with the Atlantic acquisition? Maybe from a high level, the capabilities that provides you and how we think about either the organic growth opportunity or are there other acquisition opportunities still within intermodal? Maybe some of the benefits that Atlantic brings to the existing platform, either from a synergy standpoint or how those businesses work together. Thanks.
Yeah, sure. We had very little exposure to the Southeast ports, which have been the fastest-growing in the last few years. We really needed, as I describe it, a beachhead in the Southeast to really generate access to those ports and those revenues. Frankly, we were a Midwest-based company with small presences in Savannah and Charleston and Houston. This gives us access to all the Norfolk port, which is growing very fast, Savannah, which is growing extremely fast. They just announced an alliance between those two ports. Virginia and Georgia announced an alliance there to deal with the super-sized ships that are coming in. Houston is growing. This gives us a bigger presence in Houston. Frankly, a lot of our Midwest customers have always asked, "Do we have a presence here? Can we handle their business in these other induction points?" We couldn't.
Not only is this going to position us for some really good organic growth in new markets, but it's also going to allow us to have a platform in which to bolt on other acquisitions in these new markets. It's both an organic and an inorganic play, and it takes us up to 19 locations now. Essentially, Atlantic's the same size as what CST was when we acquired it. We've really done, in terms of expanding the footprint, expanding our opportunities both organically and inorganically, this is a huge play for us.
Okay, sounds good. Thanks for the color. Nice quarter, and good luck with everything.
Thank you.
Thank you. Our next question comes from the line of Mr. David Ross of Stifel.
Yes, good morning.
Morning.
International air freight was pretty strong in the first quarter. I know that most of your business is domestic, but you do have some international airline customers and international freight forwarders. Did you see any of that international air freight strength in terms of the domestic portion of the international journey flow through?
The answer is yes. I think we have to keep in mind the perspective, the perspective is Q1 was up over Q1 of a year ago, which was terrible. It's nice to see. We're happy the business came on. We obviously got to participate in it. We're certainly not selling our company based on that.
Just to follow up on a couple of previous questions, Complete picking up as a percentage of total, was that due to any specific initiatives? Is that still on its way up to 25%, 30%? You kind of been in this low 20s range for a while. I don't know if there's anything one time in the quarter or some traction being gained against.
No, that's traction. We have a number of initiatives going on today in our air expedite group. The big one is our 3PL push. We have entered that market, actually entered it a year ago. Had to do a lot of what I call back office work to get ready for it to handle it properly. They have done a terrific job, especially as we have started 2017. They've really done a great job of penetrating that market. We look for a lot more to come. All of that business, for the most part, is related to Complete. Not only does it help our line haul product, but it also helps our Complete product.
Kind of following up on the Complete. When I look at the yields and Complete being a much bigger contributor to total expedited LTL yield and the line haul yield coming down a little bit, is the line haul yield coming down related to the increase in Complete? For example, if a customer gets it all, do they get an effective discount on line haul?
It depends on the situation. In most cases, you're right. To us, it's not meaningful because we look at that as incremental. We look at the line haul that it provides us purely incremental to our model.
Okay, because you're looking at the total expedited yield anyway, not necessarily the components?
Yeah, we're actually looking at all of it.
To TLX, you mentioned in the written comments that there was higher broker utilization as you recruit owner-operators. Have you been able to recruit the additional owner-operators to bring that back more in line? Are you seeing any pay pressure in trying to get those guys on board?
Yeah, no pay pressure at the moment. We have been able to recruit. The TLX side of the world is a tough one to keep drivers happy, as opposed to the air expedite where they're running on a dedicated run. We have a little bit more turnover there, but we have ramped up our efforts to make sure we have the right ratio. There's a good ratio there when you do have the opportunity to outsource, but you also want to make sure you can move, let's say, the majority of the freight on our trucks.
Just to summarize the totality of your comments earlier. The economy is okay, probably growing a little bit. You don't expect it to accelerate too much, but don't see it getting any weaker. Is that fair?
I think that's very fair.
Good. Thank you.
Thank you.
At this time, there are no further questions coming from the phone lines. All right. That concludes Forward Air's first quarter 2017 earnings conference call. Please remember the webcast will be available on the investor relations section of Forward Air's website at www.forwardaircorp.com shortly after this call.