Welcome to the Forward Air's Third Quarter 2024 Earnings Conference Call. At this time, all participants have been placed on a listen-only mode and the floor will be open for your questions following the presentation. [Operator Instructions] I would now like to turn the call over to Mr. Tony Carreño, Senior Vice President of Treasury and Investor Relations. Mr. Carreño, please go ahead sir. Tony Carreño: Thank you, operator and good afternoon everyone. Welcome to Forward Air's third quarter 2024 earnings conference call. With us this afternoon are Shawn Stewart, Chief Executive Offer and Jamie Pierson, Chief Financial Officer. By now you should have received the press release announcing Forward Air's third quarter 2024 results, which was also furnished to the SEC on Form 8-K. We have also filed a slide presentation outlining third quarter 2024 results, highlights, and a business update. Both the press release and slide presentation for this call are accessible on the Investor Relations' section of Forward Air's website at forwardair.com. Please be aware that certain statements in the company's earnings release announcement and on the conference call are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This includes statements, which are based on expectations, intentions, and projections regarding the company's future performance; anticipated events or trends; and other matters that are not historical facts, including statements regarding our fiscal year 2024. These statements are not a guarantee of future performance and are subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such 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 slide presentation relating to the earnings call. Listeners are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this call. The company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. During the call, there may also be a discussion of financial metrics that do not conform to U.S. Generally Accepted Accounting Principles, or GAAP. Management uses non-GAAP measures internally to understand, manage, and evaluate our business and make operating decisions. Definitions and reconciliations of these non-GAAP measures to their most direct comparable GAAP measures are included in today's press release and slide presentation. I will now turn the call over to Shawn.

Good afternoon everyone and thank you for joining the call today. Forward Air's acquisition of Omni closed roughly nine months ago and since that time, our team has been working diligently to combine their individual strengths into one combined logistics powerhouse. While it may seem that nine months is a long time, when you step back and think about it, we are a global enterprise providing many different services employing approximately 7,000 professionals and utilizing different back-office and operational support systems. From my vantage point, I would say the integration of the domestic networks substantially complete and delivering on the savings as originally committed. With my first full quarter now complete, I have had the time to get my arms around the Forward and Omni integration and with Jamie on board, I am turning my attention to the broader transformation. Our objective is to transform to be one company, one brand, and one go-to solution provider with services spanning from international freight forwarding to award-winning domestic expedited LTL ground service. Please remember that through the transformation, we will not waver in our commitment to providing best-in-class solutions for our customers through our open freight network. We remain committed to providing all of our customers, including and especially, our legacy freight forwarder customers with the same great service they have relied on for years to grow their businesses. To that end, we have recently established a transformation management office to lead the process. The focus of this office will be to efficiently and effectively execute the transformation across all areas of the company. The transformation will include IT system rationalization and establishing the framework for us to go to market as a product-focused and operations-driven company. The result will be a vertically integrated company, providing ground, air, ocean, contract logistics, and…

Thanks Shawn and good afternoon everyone. Beginning with our third quarter results, revenue for the quarter was $656 million, and on a required GAAP reporting basis, it was a 92% or $315 million increase as compared to the third quarter of the prior year. The increase over the prior year was obviously largely driven by the Omni transaction. Since we did not own Omni in the third quarter of 2023, it is difficult to make a meaningful year-over-year comparison, so we'll focus our comparisons for the Omni segment to a sequential basis. To that point, and on a sequential and more comparative basis, consolidated revenue increased $12 million or 2% from $644 million last quarter to the $656 million this quarter. Looking at revenue for our three reporting segments, Expedited, Intermodal, and Omni were as follows. Revenue from Expedited increased $6 million or 2% and to $285 million from the previous year's comparable quarter of $279 million. The increase was primarily driven by a year-over-year increase in weight per shipment of 4.5%. The increase was partially offset by a 3.8% decrease in revenue per hundredweight, including fuel surcharge and a 2.3% decrease in shipments per day compared to a year ago. Revenue from Intermodal decreased $5 million or 8% to $57 million from the previous year's comparable quarter of $62 million. The decrease was primarily driven by 8.7% less shipments compared to a year ago as some customers began diverting freight ahead of the potential International Longshoremen's Strike on the East Coast. The revenue increase from Omni's results, which were not included in the previous year's comparable quarter was a full $335 million. On a sequential basis, third quarter revenue at the Omni segment increased $23 million or 7% compared to the $312 million reported in the second quarter of…

Thank you, Jamie. We recently announced in addition to the Board of Directors with the appointment of Jerome Lorrain. Jerome has over 30 years of experience in the logistics and transportation industry. The Board and I are extremely excited to have him join us. The company also announced that Craig Carlock decided to step down from the Board effective October 15th, 2024, after nine years. I want to thank Craig for his service to the company. Following these changes, the Board will continue to be comprised of 12 directors, 11 of whom are independent and seven of whom have been appointed since the closing of the Omni transaction. I am energized by the quality and caliber of talent we are assembling at both the management and Board levels. Together, we are actively analyzing the business and strategy to ensure the company pursues the best path forward to enhance shareholder value. Execution remains a major focus and I am confident that the team that I am fielding can deliver the results that we all know is possible through this combination. We will keep our focus on what we can control and put it plainly, we have the plan and we have the team identified. Now, we just need to execute against it. Finally, I want to acknowledge the recent investor activity and media speculation. We addressed this in our press release on October 7th, so we are not going to comment on any rumors or speculation during the Q&A portion of the call. We would ask that you be respectful of that, as you formulate your questions. I will now turn the call to the operator to take questions. Operator?

Certainly. The floor is now open for questions. [Operator Instructions] Thank you. Our first question is coming from Bruce Chan with Stifel. Please go ahead.

Hey, thanks, operator and good afternoon guys. Shawn, appreciate your disclaimer on the rumor commentary, but figured I'd take a stab at maybe some of the portfolio changes that had been discussed prior to that announcement, just given where you've managed to take your balance sheet and your cash position, any updates on potential sale of any individual pieces given your current liquidity position?

Hey Bruce, this is Jamie. Yes, I'll take that. Yes. We are still in what I would consider the analysis piece of that. There's 12 companies that was Omni prior to the transaction. We're still working through that. It's too premature to say that there's anything to announce that we -- I can say differently, too premature to say that there's anything that we have decided to that we could announce on a public basis. Now, we still undergoing analysis for those that are non-core to the future of this business? Absolutely. If and when we get to a point to where we're going to decide to sell one of those groups or divisions or assets, we'll certainly let you know. But right now, it's too premature.

Okay, that's fair enough. And then maybe just for my follow-up here. If you could walk us through the puts and takes of the yield progression in network LTL? I know you talked about the class-based freight program that was put in place before the acquisition. It sounds like you're maybe in the process of unwinding that. If you could just maybe give us some color on what that process looks like and how long you expect that to take?

Yes, Bruce. So, we've been -- I became first aware of it in the end of Q2, really did the due diligence of studying this impact in Q3 and ultimately, came to a conclusion that we will still offer class-based rate. However, we're not going to do that on a like-for-like traditional LTL price-reduced basis. So, we have customers that need that tariff, and we're willing to do so. But we need to be in respect of our premium expedited world-class network. And that pricing didn't represent that. So, really, what we're doing here is adjusting that basis back to the quality of the service that we provide them and not on a traditional LTL basis where they're getting three to four days service on a price of seven to 10-day service.

So, I guess when we think about the fourth quarter, are we still expecting a pretty material headwind from that program?

About, I would say, Bruce, around 50/50, if I had to give it a percentage just based on the changes in the execution of those changes with those customers.

Okay, great. Thank you.

Thank you. We'll take our next question from Stephanie Moore with Jefferies. Please go ahead.

Hey, good afternoon Shawn and Jamie. This is Joe Hafling on for Stephanie Moore, nice cash flow in the quarter. I wanted to ask a question maybe what you're seeing across maybe your various segments? And in particular, I wanted to ask we've been hearing from some of the air freight operators that customers are trading down, choosing more economical options. And I was wondering how to think about this in respect to your business in the sense that its premium freight, but it's a discount and more economical package to traditional kind of over-the-air network? So, I was wondering what you were seeing from customers on that airport-to-airport move. And any additional color you can give on the pull forward in demand or anything at Omni would be helpful as well? Thank you.

Well, let me process maybe your question a little bit more because I was sitting here ready to comment on international air freight, and you just threw me for a loop. So, are you -- why don't you ask your question again because I don't think you're talking about international air freight?

Yes, I mean we had heard just shippers freighting down kind of tightening the belt. And I was curious how to think about that with respect to your business in terms of you offering a solution that is more economical versus over the air in your traditional LTL, are you seeing customers gravitate towards that offering as they're trying to look for more economical tipping offerings?

Yes. So, I guess the best way to say it is our offering is still very unique to the marketplace. They're getting a premium expedited service on the ground that otherwise would need to be serviced by air. However, the capacity domestically is just not there to service that and hasn't been for quite some time, actually since 9/11. So, when you look at, really, for us, the customer base that's looking for our services is more higher in high-tech, telecom computing, high value, just in time to market. And we continue to see just as much need in that service as any time prior to this market disruption, if you will. So, the demand is still there. What happens overall, when you see the volume go down, the volume is just really, I would put it back to the situation with the confidence in consumer spending. So, it's not that we're losing market share, it's more than just the overall volume demand is down for all. Does that answer your question?

And then -- yes, it did. And then on the international forwarding piece, is there any thoughts on framing how much of a pull-forward in demand had an impact in the 3Q? And how much just Omni gain option [ph]?

No. It's -- there's not a whole lot of pull forward in demand that I see. There is more of a demand right now, but the international airfreight market is probably at its best it's been in quite some time. And with all the different disruptions on ocean freight, the demand for air freight is up right now. So, that's really what we see. But nothing on a pull forward basis. I think we'll start to see a lot more traction early to mid-2025 is I think we'll see a little bit more forward stocking and more of a shift of inventories in the Greater North America, if you will.

Hey Joe, this is Jamie. I'll add to the -- your first question, which is in terms of -- I think you said shippers freighting down to something more economical. We haven't seen it, but I mean, I hope you're right because that would be a -- they're going from air to an expedited ground that has the same time, sometimes maybe even better, and we're going to be very well-positioned if that's a shift that you're seeing in the market.

Got it. Appreciate the color guys.

Thank you. We'll take our next question from Scott Group with Wolfe Research. Please go ahead.

Hey thanks. Afternoon guys. Jamie, help us with the fourth quarter EBITDA ramp, a decent step-up from Q3. Is that -- it's hard to know what normal seasonality is for this business out. So, is that a view of just normal seasonality? Is that synergies ramping? Is that volume or data getting better? Just what are the moving pieces to get us to that implied Q4 EBITDA?

Yes, it's just normal seasonality, Scott. You know this business as well as anybody else on this call, October is traditionally our best month. We're not forecasting anything what I would consider Herculean in the back half of November, December. It's just that seasonal push that we usually see in October and November. And I know you're twitching to ask the question about the how is October. We haven't even closed it, Scott. So, I can't even begin to speculate how it's shaping up. But for the fourth quarter, we all can do the math and see what the hill it is to climb. But there's nothing that is unique to the quarter that we're forecasting and looking at other than normal seasonality.

Okay, that's helpful. And then, Jamie, it looks like depreciation went from $49 million in the second quarter to $26 million in the third quarter. Just explain that, how do we think about depreciation going forward? And then on the cash flow side, looks like a decent working capital tailwind in the third quarter. How should we think about the sustainability of this free cash inflection we just got in Q3?

Yes. So, on the D&A, I think you're around $37 million, probably on a more normalized basis. There's still so much noise, Scott, going through there from the goodwill impairment from the Omni acquisition, there is another true-up even this quarter, you'll see it once you get the chance to dig into the numbers. But I'd say $37 million is a normalized number, plus/minus because I know there's been a lot of volatility to ask, I'm asking the exact same question. And then on the working capital, this is one of those things, Scott, that is what we should have always been doing is actively and professionally managing our balance sheet. So, you'll see the improvement in cash from AR. You'll see the improvement from cash in AP. Obviously, you know since that came this quarter, we're going to have to hold the line next year. But that's one thing that I'm confident in our ability to do is, again, as opposed to just accepting the balance sheet as it comes at we're actively managing it for the first time in probably many years.

So, is there more to go there? That could be an incremental source of cash?

There is, Scott. But I wouldn't say that we would be a repeat of the third quarter. The gains were here on out are going to be a hard fought in a Pete Rose [ph] way singles, legging it out every step of the way. Every day of AR is $7 million in cash. I'm not done in terms of, I guess, treating our money like it's our own on those two particular fronts. But again, I'm not anticipating a REIT either the third quarter. The gains from here are going to be much more de minimis than what we saw this quarter.

Thank you guys.

Thank you. [Operator Instructions] We'll take our next question from Bascome Majors with Susquehanna. Please go ahead.

Thanks for taking my questions. You talked about having a bit of room on the covenant with respect to EBITDA. I think you said $32 million cushion. Is that at the current rate of the leverage ratio? Or is that assuming the reduction you see in 4Q? And how do you feel about your cushion as that accordion starts to get a little bit tighter into next year and the ratio comes down? Thank you.

Yes, the cushion, Bascome, is on an LTM basis as of the end of this quarter. So, that's not a projection, that's not guidance, that's not a forecast. That was actually at the end of the third quarter. Now, how I look at it in terms of the step down, do you call it the accordion, but the step down, if you will? Let me begin by saying that we're always keeping a close eye on our covenants. You guys know my background. I probably have more experience in this area than anybody else in the industry. And if you ever need to -- look looks for ways to proactively provide that flexibility, we need to ensure that we've got the headroom to navigate not only the current macro environment, the freight softness, whatever you want to call it, but also transformed the company. We still have, as Shawn said in his remarks, we're heading in the right direction. We have the right team, we've got the right plan now we need to execute on it. When I started gosh, I think it's five months ago at this point, I instituted a rolling 12-month forecast process, which gives me more confidence in our forecasting capabilities every single month as it goes by. I'm not saying we're there, but I need to extend my imagination, but we're infinitely better than we were just five months ago. But to be clear, look, I'd revisit our performance and covenants and our compliance every 30 days. So, we're in compliance today, we had to cushion, and we tend to stay in compliance.

Thank you for that Jamie.

Yes, very long-winded answer to your question. Sorry about that.

No. Just one follow-up, maybe extending Scott's question from earlier, just with not a ton of information on the mix of business at Omni seasonality. Can you help us understand a little better the mix between maybe traditional ocean and air, international freight and customs and value-added services. Just thinking about cyclical exposures into next year and making our own views about the opportunities and risks there? Thank you.

Yes. So, the mix of business, best owned is wide. As you know, Omni was a collection of 12 companies providing different services across the logistics spectrum, whether it be forwarding, whether we brokerage, ocean, air, ground, warehouse, value-added services, we have customs brokerage. So, it's hard to pin Omni to any one particular set of KPIs, which is why it's so important that as we stand this company on its side and moving into the first quarter of 2025, we intend to actually change the reporting structure so that we can answer that very question. So, we'll stand it on its side. We're still, I guess, exploring what the final segments will be, but it will be something more traditional, Bascome, that is in a ground basis, air, ocean, warehouse, customer brokerage logistics. Those last two or three, we might add into other category. But the mix of business in Omni is across the entire spectrum of the logistics space.

Thank you.

And we will take our next question from Christopher Kuhn with Benchmark Company. Please go ahead.

Yes, hi. Good afternoon. Thanks for taking my question. Shawn last quarter, you talked a little bit about the change in the strategy for the legacy forward customers, maybe the attrition there. Can you talk about some of the trends you saw in the quarter for those comers and some of them that left the network, have they come all back?

Yes, Chris, we've really seen -- we spend a lot of time understanding where the freight forwarders and 3PLs were with us in relation, mainly was lack of confidence and trust. So, I went into a listen mode helping them understand as I see things, hoping to get alignment, which I think we got very much alignment with the existing Forward Air customers. And ultimately, we saw quite a significant amount of trust and volume coming back in. I would say the real deficit, if you will, on a year-over-year basis is more about their overall volume being depressed as well in this current market. So, it has less to do with just the overall confidence and lack of trust to more of just overall volumes down. So, a lot of confidence there, a lot more strategy sessions that we've had even in Q3 with them around further opportunities for us to, I wouldn't say out of service, but to an enhanced service, and/or to enhance, say, whether it be cut times in a particular market to open it up to a little bit more I would say, free flowing non-palletized freight on short haul versus long hauls, et cetera. So, we're exploring even more opportunities directly with them to think outside the box as long as it's a good match for them and a good match for us without exposing too much of the core of what we do and how we do it inside of our network. So, I would say, all-in-all, I'm pleased with where we stand today, but I still would like to see even the more time of confidence and trust building between our relationship moving forward.

That's great. Thanks. And then just as you change the strategy in the Expedited LTL business, I know you talked about the revenue per hundredweight ex-fuel. How should we think about the weight and the revenue per shipment up ex-fuel, those were both actually up year-on-year? So, how should we think about those going forward as you shift the status there?

Yes, I think you'll continue to see that same trend. Obviously, I don't know in direct how much the change in what I'm calling right now, I'll call to action on this class-based rate, mainly does our rate-based tariff. So, like I said earlier, we will continue with class, but we won't continue with those reduced rates. So, I don't know what impact that will have in the mix on that weight per shipment overall, but I'm thinking it will continue to go up actually. So, I don't think that particular strategy will have a negative impact there.

Okay, appreciate the question. Thanks.

Thank you. We will take a follow-up from Scott Group with Wolfe Research. Please go ahead.

Hey guys, thanks for the follow-up. Just any color you can give on the monthly tonnage trends, and I know October books aren't closed, but just an update on October tonnage?

Yes, Scott, we don't give intra-quarter guidance. So, we haven't even closed the books yet. So, October is going to be an important month for us. I think for everybody in the space given what we're coming out of a pretty challenging exogenous market and combine that with a $2.5 billion merger and we got an even more challenging crystal ball. So, we're working through it as best we can, and we'll be back to you soon with the results.

And what about just the trends throughout Q3, though, in terms of the monthly tonnage?

Yes, we don't give end-of-quarter guidance. And right now, we're focused on would say differently, Scott. We still don't give inter-quarter guidance. And I would say what we're focused on is on completing the integration. We're going to start the transformation and start prioritizing and piping that shift in the product and the reporting from the legal entities to the product and service base. We'll revisit the guidance in the future, but not until we get those three more important things address.

Okay, all right. Thank you guys.

Thank you. And there are no further questions at this time. I'll turn the call back to Mr. Shawn for any closing remarks.

All right. Thank you. So, listen, I want to personally thank everyone for joining the call today, and I look forward to getting back on the phone with everyone after the end of the year and updating you on the transformational activities that are going to take place. So, until then, I want to wish each and every one of you a blessed holiday season and a happy new year and look forward to talking to you next year. Thank you.

Thank you. And this concludes Forward Air's third quarter 2024 earnings conference call. Please disconnect your lines at this time and have a wonderful evening.