Forward Air Corporation

Good day and welcome to the Forward Air fourth quarter and full year 2023 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. If you would like to ask a question at that time, please press star 1 on your telephone keypad. If at any point your question has been answered, you may remove yourself from the queue by pressing star 2. so others can hear your questions clearly, we ask that you pick up your handset for best sound quality. Lastly, if you should require operator assistance, please press star zero. 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, our interim CEO, Michael Hant, and CFO Rebecca Garbrick. By now you should have received the press release announcing our fourth quarter 2023 results, which was furnished to the SEC on form 8K and on the wire yesterday after the market closed. Forward Air has determined that it is unable to file its annual report on form 10K for the year ended December 31st, 2023 by the prescribed due date without unreasonable effort or expense as the company requires additional time to complete its financial statement reporting process in light of recent significant company transactions. This process includes finalizing the accounting treatment and related disclosures of the debt issued in connection with the acquisition of Omni, which impacts the company's balance sheet as of December 31, 2023, and statement of cash flows for the year then ended. The company expects to file its annual report on Form 10-K for the year ended December 31, 2023 within the extension period of 15 calendar days as provided under Rule 12-B-25 under the Securities Exchange Act of 1934 as amended. Please be aware that certain statements in the company's earnings press release announcement and on this conference call are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including 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 first quarter, 2024, and 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 webcast presentation relating to this 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 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 directly comparable GAAP measures are included in the press release issued, which is available in the Investors tab on our website. Now I'd like to turn the conference over to Michael Hance.

Michael? Good morning, everyone. Thank you for joining the call today. Before we jump into the quarter, I just wanted to take a few moments to acknowledge the recent changes at Ford and introduce myself. Ford has been navigating a period of turbulence in the freight market and within our company. The past few months have been bumpy, but I am confident that is behind us and we are all united and energized by the opportunities ahead. We are moving forward. We appreciate the support we've received from many listening to the call today. We value your feedback and perspectives. And as you've seen from recent announcements, our Board has taken decisive action to ensure Forward is on the right track for the future. Earlier this month, the Board appointed me interim CEO in addition to my position as Chief Legal Officer and Secretary. Now, I've been with this company for 18 years in a number of different roles in legal and HR and have a strong understanding of the transportation industry and forward business. Taking on this role is personal for me. It is a position of trust. I care deeply about this company's success and the great people who come to work every day and serve our customers. I know that our people, our customers, and our shareholders are counting on us. My mandate during this period as interim CEO is to make sure we have the appropriate leadership to move forward while our board's dedicated search committee promptly identifies a top quality CEO to run the company during the next phase of our future growth and development. I want to be clear with you. We are not waiting or standing still during this interim period. Instead, we are rolling up our sleeves and doing the challenging and exciting work of integrating Ford and Omni. and positioning us to quickly capture the value this acquisition has made possible. I have the privilege of working with an incredibly capable management team, now complemented by colleagues from Omni. We are laser focused on integration. Over my 18 years with the company, I have come to firmly believe that the key to forward success lies squarely with the dedicated people consistently delivering incredible service to our customers for their mission critical freight. Our LTL customers expect and enjoy the highest levels of service and lowest claims and damage ratios in the industry. This continued without interruption during the last year, and it's not changing. We have been delighted to learn that Omni's success was built on the same foundation of high-quality service. A key part of my new role is to ensure that we do not waver in our collective commitment to this core principle and that it acts as the cornerstone of our integration plan. Now, I've been in my new role for about three weeks now, so I won't attempt to be exhaustive on this call. Here's what we're going to do. Today, we're going to provide you with an overview of Forward Air's Q4 financial performance, as well as the current performance of the legacy Forward Air business and our path to deleveraging through prudent capital allocation. We will then provide updates on customer retention, Omni's integration, and the combined company. Now, the information we provide about Omni's performance and our integration progress will be high level at this point. But we are committed to transparency and providing you with more detailed updates on both topics as we move forward. Before turning the call over to Rebecca, I do want to note up front that during this period of transition, we will not be issuing quarterly guidance and will evaluate when the timing is right to provide it on a go-forward basis. And now, over to Rebecca to run through the quarter.

Thanks, Michael, and good morning, everyone. I'll start by briefly touching on the 10-K, which was mentioned at the top of the call. We will require additional time to complete our financial reporting and file our 2023 Form 10-K. In light of the compressed closing timeline of the OMNI acquisition, we expect to file it within the extension period of 15 calendar days. What remains outstanding is finalizing the technical accounting treatment of the debt connected with the acquisition, which would impact our balance sheet of December 31, 2023, and statement of cash flows for the year then ended. However, we are confident that the outstanding item will have no impact on our income statement. Let's move on to reviewing the fourth quarter. In Q4, we announced the sale of our final mile business to Hub Group in December for an estimated total cash consideration of $260 million. Our results are adjusted for the sale of that business, which had an impact on our fourth quarter guidance. As a result of the Omni transaction, our reported fourth quarter results reflect two one-off items that impact profitability and free cash flow generation. The first are the professional fees or transaction costs incurred in connection with the acquisition of Omni Logistics in the amount of $30 million. While all these costs were incurred in 2023, the company expects to have transaction costs in the first quarter in connection with the closing of the acquisition in addition to integration costs. The second are the net interest payments due and payable on the high-yield notes in the term 1B in the amount of $21 million. The $21 million reflects the interest expense offset by the interest income earned on the investment of the proceeds. Both the high-yield notes in the Term 1B closed into escrow during the fourth quarter. As we continue to execute our growth strategies in the fourth quarter, we saw positive trends in our less-than-struck-load business, with pounds per day growth of more than 6% over the same period last year. Our freight quality also improved as weight per shipment increased more than 11% to 815 pounds over the prior year period. During the fourth quarter, we saw a 2.5% increase in the revenue per shipment, excluding fuel, and an 8% decrease in the revenue per hundredweight, excluding fuel. The decline in the revenue per hundredweight excluding fuels was primarily driven by the shift in the business mix as we explicate upon the expansion of our door-to-door solution. Challenging market conditions persisted throughout the quarter, particularly in the intermodal and truckload brokerage lines of businesses, which led to decreased customer demand for new services, a pattern that we've seen since the second quarter. This resulted in Q4 revenue of 338 million on a consolidated continuing operations basis compared to 403 million and 16% decline. This was within the guidance range of 9% to 19% decline. Operating income on an adjusted basis was 32.6 million compared to 58.4 million for the fourth quarter, which reflects the add back of the one-off costs that I mentioned earlier. We reported adjusted net income per diluted share on a continuing operations basis of 81 cents, above the guidance range of 78 cents to 80 cents. Our free cash flow for the fourth quarter was 48.9 million compared to 43.5 million for the same period in the prior year. The free cash flow was impacted by the payment of the professional fees incurred in connection with the acquisition of Omni. Looking to 2024 in January, as noted in our earlier press release, weight per shipment increased 9.8%. Pounds per day also increased 9.2% compared to the same period last year. Revenue per ton mile increased 1.9% over the prior year, excluding fuel. For the first few weeks in February, our pounds per day increased 8% over the same period last year. This increase excludes the impact of folding the Omni network into the Ford network. The 5.9% general rate increase we announced in December went into effect in February and will enable us to continue to serve customers with the same precision execution in an environment with rising operating costs. The capture rate was higher than 2022, and the rate increase is commiserate with the increase in operating costs expected for 2024. With regards to our capital position, we are still awaiting AMI's 2023 audited financials, but our net leverage ratio at the close of the transaction was estimated to be 5.2 times. This is based on our leverage formula used in the lender's net debt to EBITDA covenant. The calculation includes the full realization of cost energy opportunities and a maximum of $50 million of cash as an offset to debt. As of December 31, the combined entity had more than $200 million cash on hand. We are working to optimize our capital structure and would like to share a number of relevant terms of our existing debt facilities. First, we announced several weeks ago that we were able to amend our credit facility to temporarily increase the maximum consolidated first lien net leverage ratio permitted by our covenant. This amendment provides headroom as we continue to focus on our integration of the two companies and realize the cost synergy opportunities. We also repaid $80 million of aggregate principal on the term loan fee, along with accrued and unpaid interest. This reduced our net leverage ratio by 0.2 times and aligns with our capital allocation policy to use cash generated from the divestiture of businesses for the repayment of debt to accelerate the passive leverage. Going forward, our debt mix of term line B and bonds provides us with the payment flexibility, and we have additional capacity on our revolver. Under the new covenants, we are committed to returning to net leverage of four and a half times by the end of 2025. We are committed to de-risking our capital structure, and we are already undertaking several initiatives to de-leverage. As we have previously communicated, our policy is to run at a net leverage ratio of under two times. and we are committed to taking the necessary steps to adhere to that policy. These steps include a key focus on profitability of the combined entity and the realization of the cost synergies to generate cash from operations, as well as an accelerated portfolio review to identify potential divestitures. As part of the Omni integration efforts, we are identifying ways to streamline our portfolio and accelerate the repayment of debt. In response to the recent acquisition of AMI, we are making adjustments to our capital allocation policy and will prioritize the repayment of debt ahead of dividends, carry purchases, and M&A activity. We will continue to reinvest into our operations through capital expenditures that positively affect productivity, automation, and the replacement of vintage equipment to improve the operating efficiency of our LTO networks. In line with our focus on reducing leverage, as we announced in our earnings release, we have made a decision to suspend our quarterly dividend beginning with the first quarter of 2024, which would typically have been paid in March. We will provide updates in connection with reinstating the quarterly dividend as we make progress with our capital structure and the achievement of our net leverage targets. While we still await the audited financial statements for Omni for 2023, we wanted to provide context around trends we are seeing in Omni's businesses. In line with observations from our own business, certain of Omni's businesses were impacted by the challenging market conditions in 2023 that led to decreased customer demand. In the first few months of 2024, we are beginning to see demand improvements in the domestic market, though it remains soft internationally. We are cautiously optimistic about improvements in the back half of the year. I'll now turn the call back to Michael to discuss the path forward.

Thanks, Rebecca. One of my top priorities is to ensure that we successfully integrate Omni and capitalize on the many opportunities that it will create for our customers, employees, and shareholders. We are taking a thoughtful approach to executing our integration plan with a strong focus on combining our employees and services seamlessly and without disruption. As we move through integration, customer service and retention remain top priorities. We are committed to serving and honoring our commitments with our legacy customers, and we will continue to focus efforts on growing and winning business with them. There will now be three distinct commercial channels within the combined organization, wholesale, shipper asset, and omni services. Our commercial strategy is built around meeting our customers where and how they want to buy. Our wholesale customer channel includes our legacy forward customers, including freight forwarders, airlines, and 3PLs. We are committed to continuing to provide them with our premium LTL services to enable them to grow their businesses. Our shipper asset customer channel includes direct shippers that require an asset-based provider to increase their supply chain control. And lastly, our Omni services channel includes customers with supply chain goals based on unique curated end-to-end solutions. Of course, the quality of our service to customers in each of these channels will remain first rate. I cannot emphasize this enough. We are committed to taking care of all of our customers across these three channels. We are pleased with the customer response we've seen so far. Volumes from our wholesale customer channel remain strong. In the six months before and after the transaction was announced, Forward saw a decrease in volumes with our domestic forwarders of 8.9%, but we believe almost all of that decline is driven by a softer freight market rather than customer attrition. That view is supported by some of the negative volume developments of our LTL peers in Q4. Also, volumes with 50% of our legacy customers actually grew during the last six months. Earlier this month, at the Air Cargo Conference held in Louisville, Forward was recognized by the Air Forwarders Association as the 2024 Surface Vendor of the Year, an award reflecting how our great service has helped our legacy customers grow their businesses over the past year. However, we realize that we have to earn the business of all our customers every single day. And we plan to do just that through our integration and beyond. Since closing the transaction last month, we have seen some early wins resulting from the acquisition. To date, we've captured $17 million of annualized new premium LTL business from Omni customers in the fulfillment and entertainment spaces. We are still in the early days of our integration work, but we believe that's a good start and that more wins are to come. I'd like to now spend some time discussing the Omni integration and how we're positioning forward for success in its next phase of growth. As one company, we are laser focused on creating value for employees, customers, and shareholders. We continue to believe in the industrial logic of the transaction and the significant and attractive synergy opportunities to be unlocked. As part of the integration process, we are revisiting those targets amidst the softer freight environment and identifying new pockets of synergies, which we will provide updates on in the future. This combination creates the category leader in expedited LTL market built on precision execution and provides customers with a less than truckload service that is the best in the industry for damage-free, intact, on-time shipments. Among others, we see two major opportunities coming out of the transaction. First, doing business with Omni's customers who have premium LTL needs. These customers need the kind of network we offer, with a high level of service, low claim, and visibility all in one place. We've already realized some of these opportunities. And second, we're well positioned to work with Omni's customers who have international operations with domestic network needs. Our team of operators and transportation professionals, led by my colleague and 28-year forward veteran, Chris Rubel, has our LTL network running at the same high level of performance as always. this makes forward the most compelling choice for customers with high value mission critical and time sensitive freight needs and we plan to focus on that portion of the market not using intermediaries we believe that the size of that market will allow us to grow our direct shipper business while continuing to serve and assist our intermediary freight forwarder customers in growing their businesses also as rebecca has already noted Part of our integration plan involves a portfolio review to assess the fit of each of our businesses within the company's overall strategic plan. Our plan is to divest of any businesses that are determined not to fit and use the proceeds from those divestitures to accelerate our path to be leveraging. I would like to now sort of acknowledge the great resources we have at the board level for our integration work. It's been a pleasure to have Gil West leading our board's recently formed integration committee. And I've been working closely with him, the committee, and other senior leaders to ensure a smooth integration process. Gil is the former Senior Executive Vice President and Chief Operating Officer at Delta Airlines, and he's led the successful integration of numerous transformational transactions. Moving forward, we will provide a dashboard to track progress of the integration focused on synergy capture. And we're already seeing initial success. We have folded Omni's line haul business into the forward network, which has led to a year-over-year pounds-per-day increase of more than 20% in the first week post-closing. We look forward to providing an update on our progress in the coming months. In my time at Ford, I've seen that if you take care of your people, they will take care of your customers, which drives positive and sustainable results. In my role as interim CEO, I remain committed to bringing these two high-quality, hardworking teams together working closely with the board, Rebecca, Chris Rubel, Nancy Ronning, and our other senior leaders. I view my mandate during this transitional period as providing stable leadership that facilitates the integration of Omni, the execution of Ford's business plan, and the continued development and enhancement of our customer relationships. As we charge ahead with creating value, our board has formed a search committee and is working diligently to identify a new leader who will then be in a position to outline the next phase of strategy and financial targets. We look forward to providing an update on those efforts when appropriate. In closing, we are focused on smoothly integrating Omni and Ford while continuing to serve our customers with our usual level of excellence. The combined entity will be even better positioned to excel in the expedited LTL market. I'm confident the next phase of Ford's growth will be a successful one. And I'm determined to ensure that Forward successfully navigates this transition while delivering value to our shareholders, customers, and teammates. With that, let's open up the lines for comments and for questions. Operator?

At this time, if you have a question or comment, please press star 1 on your telephone keypad. If at any point your question is answered, you may remove yourself from the queue by pressing star 2. Again, we ask that you pick up your handset when posing your questions to provide optimal sound quality. Thank you. Our first question comes from Scott Group with Wolf Research. Please go ahead.

Scott Group Hey, thanks. Good morning. I guess a lot to ask. Maybe I just want to start, Rebecca. Can you just give us an update, sort of pro forma, where we are today from a cash standpoint, total debt? And then I think you said the you know, the leverage today is 5.2 times, but I may have heard that includes the full expectation for synergies. Is that right? And can you just sort of clarify how much we're assuming there? Thank you.

Yeah, sure, Scott. Happy to. So, you know, after we made our $80 million debt repayment, our total debt outstanding is $1.17 billion. Today, we still have, you know, since December, we've maintained that you know, more than $200 million of cash on hand, which makes our performance, you know, net debt around $1.6 billion as of today. In terms of the leverage ratio, the 5.2, you know, we chose to disclose that number. And just to take a step back there, you know, we are still, that is an estimate. based on what we've seen on the preliminary omni 2023 results that audit is still ongoing so as of today that number you know could shift but we wanted to give a touch point to people could understand from a leverage ratio standpoint where we are we did calculate that you know in compliance with our uh leverage covenants for our credit facility and so that does include um there's two things i guess to note on that one of which is it does include a cash netting cap of $50 million. So that would not include the incremental $150 million that we have cash on hand. It also includes the full run rate of the cost synergies of $75 million. So those are the two incremental changes that you would see if you were to take that to a normal net debt leverage ratio.

Okay, that's helpful. And then, you know, I totally get, you know, not giving guidance yet, but, you know, we've still got to, you know, we've still got to put some models together. Maybe just, like, can you share, like, what was operating income or adjusted operating income for Omni in Q4, just so, you know, as close of a number as you can share? And then, I don't know, as we think about, you know, Modeling Q1, I don't know, do we think that is the business on an aggregate and should it be profitable? Not, you know, any sort of color you can share.

Yeah, Scott, I think I'm going to let Michael address, you know, just one topic so we give a little bit of level setting in terms of what our plan is in giving information, you know, about the combined entity. We certainly understand that, you know, there is a thirst for knowledge of the combined entity and we've had a bit of an unorthodox, you know, closing. And so let me get Michael to first address one topic and then we can tackle some of those.

Yeah, Scott, thanks for the call and the question. I would just say, you know, we understand that there is, um a lot of desire for information and we've got a desire to provide that i think you know we um obviously our path to closing was a little unorthodox as rebecca said and so um we didn't have the normal ramp up period you would and developing uh you know information we're a little behind there but we're catching up and making good progress and so while we're not ready to share you know some of the information that you'll be looking for today We are committed to transparency, and we're going to be providing that to you. And our plan really is to have an investor presentation available to do that, but it's just not today. And so I'm sure that we won't be able to provide all the answers to your question.

Yeah, so I think, Scott, we will, just given the fact that the OMNI results are not finalized as of today, you know, we're going to defer on that, you know, on responding to those questions, and we will certainly address those at the end of yesterday if we have that information, you know, finalized and available and, you know, giving you the transparency that you so desire.

Okay, I guess maybe just one last one. Maybe this, maybe you can help at least with this part of the model. Like, how should we just think about, like, Interest expense, depreciation, share count, Q1, the year, CapEx, any of those pieces, at least, maybe.

Yeah, no, happy to do that for you, Scott. You know, our interest expense just annualized. We do have, just to point out, you know, we've got a fixed 40% if we think about just our debt, 40% is fixed, 60% is floating. So, you know, just on average, our total interest expense, you know, for the year annualized is about $170 million. So to address that topic on the CapEx, as you remind, you know, remember Ford Air is an asset light model. Omni is similar from an asset light model. Both of us, you know, run between one and a half to two times of revenue from a CapEx standpoint. I would say, you know, from a depreciation standpoint, you know, I would say very similar to what, you know, you've seen on the Ford side. And we've posted some historical financials, you know, for Omni. So we wouldn't expect any significant changes in terms of, you know, capex and depreciation. from a combined entity basis. I will just point out that we are still, through integration efforts, you know, figuring out, you know, what equipment the combined entity needs to be able to service our customers and run an efficient, you know, line haul network and a PUD network. But at this stage, you know, we don't believe that there will be any significant changes on that front.

All right. I'll let some other people go for it, and maybe I'll get back to you. Thank you. Thanks.

Thank you. Our next question comes from Bascom Majors with Susquehanna. Please go ahead.

Yeah, following up on some of those themes, just to clarify, the $170 million debt service, is that a cash expectation for 2024 at current interest rates?

Yeah, Bascom, just to clarify, that is just interest expense. There'll be another incremental $11 million to get to the total debt service. So $181 would be your total cash out the door.

Okay, so $11 million amortization or payment of principal on top of $170 million interest.

Exactly.

Okay. And, you know, to come at it from another angle, I mean, you closed just about a month ago, and, you know, you've already mentioned the unorthodox close process to get there. But do you think the unlevered cash flow of the combined business – will be more than sufficient to support the debt service? Or are we at a point where we need to deleverage or have some cyclical improvement in the midterm to cross that bridge?

Yeah, so, you know, look, I think let me give you a touch point, you know, just for the month of February because I think this would be, you know, an important item, I think, to help give you a little bit of, you know, visibility. So if we just look at the month of February for the combined entity, the combined entity generated more cash than what would be required if you took that annual, you know, debt service and divided it by 12. We did together generate more cash than what would be needed to service that. After we pay our debt service from the month of February, we are cash flow positive from a combined entity standpoint. you know, that doesn't include any of the synergies that we would realize through that integration process. So we hate to say that the month of February and to give a number there would be fully predictive of the full year, but because it doesn't capture those revenue and cost synergies that, you know, we will realize as we complete our integration process. But I think that at least gives you a notion that together we are cash flow positive. We can service our debt just based on the month of February.

That's encouraging news. And just to dig further, now, you said it does not include synergies. In that calculation, are you adding back some of the one-time charges, such as severance for Tom and JJ and professional fees and closed-related transactions, or is that a fully loaded debt service comment?

Yeah, there would be just a handful. It was minimal for the month of February, so there weren't any large items like perhaps we saw in the fourth quarter. They were minimal in the month of February. So it does exclude some of those one-time only, but I would say that they're not at the same level that you saw in Q4 from those one-off items. Those transaction costs you saw in Q4, whatever we incurred in relation to the closing, most of those were paid out at the time of closing, so we didn't have a tremendous amount of lingering costs that we would need to pay in the month of February.

Thank you so much for that. Before I pass it on, anything else you would want us to hear on the concern around, you know, the cash generating power of the business versus the debt service? Just anything to help, you know, your shareholders get more comfortable that, you know, fingers crossed what you saw in February can continue. Thank you.

Yeah, Bascom, you know, look, I will just point out, you know, two things. You know, both companies had some challenging environments in 2023. You know, as we said, you know, we've seen, you know, some favorability in our business, you know, with our LTL volumes, you know, in the month of February. You know, Omni has also seen some favorability in their domestic business. You know, both of us still struggle a bit, them on the international side, us a bit, you know, on the LTL, I'm sorry, on the truckload, and the intermodal side, all really market-driven. But we know that the combined entity has synergies, cost synergies that are there for us to be realized. And so, you know, the fact that we had cash flow positive for the month of February, given the environment that we're in, should be reflective, I think, of this more positive news to come in terms of being able to generate that cash. If you look at the two entities back in 2022, and we have published the audited financial statements for Omni, and so when you look at our results, both of us were cash flow free positive. And so we know that there's the ability for the two entities to generate the free cash flow. You know the Ford business well. We can see just based on 22 for the Omni business, they're generating cash, and we know the combined entity together in the month of February generated cash. So I think the potential is there. It is all about integration, and it is all about realizing these cost synergies for that earnings power to be there, and therefore the free cash flow to get back to the levels that you would normally see for the Ford Air side, and then obviously adding in the Omni side.

I think that's well said, Rebecca. And I would just add to that, the other thing we would want people to know is just our, you know, incredible focus on integration and realizing those synergies. I mean, I think I said it in the script, but we are, you know, rolling up our sleeves and doing the good work and encouraged by what we're seeing. And we'll be glad to give you additional information in the future on that progress.

Thank you both.

Thank you. Our next question comes from Tyler Brown with Raymond James. Please go ahead.

Hey, good morning.

Hey, Tyler.

Morning. Hey. Hey, I realize there's obviously a lot going on, and I may have missed it, but you guys said in the release that the quarter was in line with expectations, but when or where did you update those expectations to 78 to 80 cents? I mean, I get that maybe that's what was implied in the guidance extra final mile, but did you guys communicate that?

Yeah, Tyler, you know, we did just the level set. We didn't change our consolidated guidance. That still stays the same from that, from an APS standpoint of $0.98 to $1.02, and from the revenue side, a decline of 7% to 17%. So those still, you know, still hold true. At the time that we gave the guidance, we weren't, you know, far enough along in our sale of final miles, you know, to the hub group. And so we didn't break out at that time our guidance between the what we call is our discontinued ops, which is really our final mile business, and then continuing, which is really everything else. And so we just wanted, because we were reporting our results from a discontinued and continuing ops basis, We wanted to break those out so that you could look at it from an apples-to-apples standpoint. When we do our forecast, we do a buildup by each line of business, so we know in our guidance how much is allocated to final mile versus LTL and truckload and intermodal, and so being able to break out that final mile is what we did. To your point, we did not come out publicly and specify how much is continuing versus discontinuing, but What we can say is that, you know, on the EPS or discontinued for final mile was, you know, 20 to 22 cents was their range. And from continuing, it was the 78 to 80 cents range.

Okay. Okay. That is helpful. So it sounds like you're not giving what Omni's EBITDA was in 23, but then again, kind of all. So if you say that you're pro forma 5.2, on call it $1.8 billion of net debt. That's like $350 million of implied EBITDA. You say in your press release that you do $200 million of legacy forward on a continuing basis. So that's like $150 million left. And if I take out the $75 million for cost synergies, I mean, did Omni do like $75 million in 2023? Or is my math correct? Yeah.

Now, Kyle, you know, we appreciate the question, and I'm going to circle back around to what I said earlier in terms of, you know, the audit for Omni is still ongoing. It's not closing until March the 15th. And, you know, I understand the request and the need for that information. That's just something we're not ready to provide today, but we plan to do that, you know, soon in the future here when we do an investor presentation. So, So that's unfortunately going to fall into that category today. Okay.

What about the billing of preferreds? Did they convert? And if not, are those dividends accruing? And what happens if they don't convert?

Yeah, that's a good question, Tyler. So the preferreds right now are just that, they're preferred. The dividend that's due on those preferreds is actually not due and payable until the one-year anniversary after we closed on the transaction. So that would be January of 2025. They don't accrue before that anniversary date. So we essentially have one year from today until January 25th of next year in order to get those converted from preferred to common. You can do, you know, there's the ability, if those don't get converted, there is a pick and then there is, you know, the cash component there. But I think the company, you know, is looking to get those converted before that one year anniversary such that, you know, we won't have to pay the dividend on those preferreds.

Okay. Okay. That's helpful. And then just from a reporting perspective, Rebecca, how do you anticipate reporting going forward? Will there be you know, expedited freight, intermodal, and then Omni, or are you going to try to fold Omni into expedited, or how's that going to work?

Yes, it's a good question, Tyler. And certainly we've been thinking and having those conversations over the last several weeks, you know, with the sale of Final Mile, you know, that was part of our expedited freight. And then also looking at the Omni businesses. Omni does have some similar businesses to Ford. As an example, they have their own truckload brokerage. We have ours. And so I think we're in the process of evaluating what that looks like and what's the best way to report, you you know, from a segment reporting standpoint. So, you know, I hate to say that we don't necessarily have that answer today, but we are certainly working on that answer. And as we come to our Q1, you know, results at that point, we will have our reportable segments, you know, done and settled and be able to report those.

Okay. All right.

I appreciate the time. Thank you. Our next question comes from Stephanie Moore with Jeffrey. Please go ahead.

Hey, good morning, everybody. This is Joe Hasling on for Stephanie. Appreciate all of the color that you guys have given so far. I kind of wanted to drill in a little bit, I guess, maybe on the synergies As we're thinking about that 75 million synergy number, correct me if I'm wrong, I believe it's 60 million in the first year and the remainder being realized over the longer term. Could you help us get some confidence in terms of, you mentioned folding up some of the Omni line hole. Could you give us maybe a little bit of anything to you know give us some confidence on what the cost basis of that is you know how many terminals does that include what's the sort of cost per terminal savings or line haul savings that's kind of you know been realized with that um with that roll up so far yeah joe thank you for the question i think you know what let me just step back and give you maybe you know a kind of a broader perspective on on integration i think you know we probably would think of it in terms of phasing

And, you know, the kind of phase one of that really is around, you know, delivering sort of a real continuity with our customer and our employee experience while kind of actioning the pre-wired synergies like that roll-up of the OmniLite Home Network. We're not prepared to kind of give you, you know, to quantify that today. As I said in the script earlier when we were talking, the – the opening comments, we are in the process of, you know, kind of revalidating those and then looking for new pockets of synergy. And we plan to give you and to provide a report on that in the future, but we don't have that today. I will tell you that, you know, we did see, and I think we mentioned this, that we're, you know, in the first week after closing, we saw a 20% increase as a result of the consolidation, which was done, you know, incredibly well by our our team um and i i would also add that i think even after that we've got you know adequate capacity in our network for uh additional uh business and additional freight so all of that is is good and positive i think phase two you know we're really going to be identifying and capturing um additional synergies while we're kind of getting into the blocking and tackling of a functional integration, which you think about being able to close our books together, cybersecurity protocols, those kinds of things. And then lastly, the last phase will be maturing the combination of the two companies, kind of optimizing it. So I know that's very high level, and we're going to come back to you, like we said in the opening, with a scorecard to give you some better visibility into it, but we don't have that information to give you today.

Okay, maybe quickly, just some clarification on that, you know, the 20% tonnage increase, I mean, that's really, that's just a function of business that was previously running on Omni's line haul that's now moving on your network. It's not, you know, net new business, you know, from a consolidated standpoint, it's just now on the forward business. And you mentioned $17 million of, I guess it was more on the revenue synergy side from Omni customers. that need sort of expedited LTL business that you can provide. Was that a $17 million annualized revenue synergy number, or was that sort of like a profit EBITDA number?

That's annualized revenue. I think you're moving both things, yeah.

Yeah, that's right. And on the 20%, that is correct. That is just them pushing in, you know, what they would previously use for a different carrier in their own networks. That's just coming through our network. So from a consolidated standpoint, you're right. That's just an inner company. We do get the benefit of that cost energy. And so that's the biggest piece as a takeaway from there.

Okay, that's helpful. And then maybe anything you can maybe provide on, I know you can't really speak too much color with potential divestments, but what are maybe some areas that you, what are some characteristics that you would look for in terms of non-core, in terms of, you know, what's not supporting LPL? Just kind of give us an idea of what we should be thinking about.

Yeah, let me tackle that one. I think, you know, we're going to be very thoughtful about that. And, you know, it's really part of the overall integration work that we're doing. And as we go through integration, we're, you know, obviously now on the other side of the transaction, we have, you know, as a combined company, new capabilities. And so I think our, you know, part of what we're doing is trying to figure out how we lever those capabilities most effectively. And we are developing sort of the criteria as we move along in terms of how to put these things together most effectively to maximize our opportunities, particularly in the LTL space. We don't have anything more to share right now in terms of how we're thinking about it other than to tell you that we're moving along thoughtfully and carefully and that we're excited about the new capabilities that we have and that before we think about divesting, we want to make sure that we maximize those for the overall combined company strategy.

Okay, perfect. So I have one more clarification, Rebecca, maybe you can help me with. Could you just quickly provide us with the updated term for the credit agreement, I believe, and correct me if I'm wrong, I believe you increased the leverage from a short time to seven times. I guess, could you, I guess, A, correct me if I'm wrong on that, and then maybe what's the timeline of, you know, how long that temporary increase in the leverage ratio under the covenants goes for?

Sure. Yeah. And just, you know, to clarify on these covenants, you know, we did take the prudent approach. You know, when we thought about negotiating these covenants, we wanted to provide enough headroom for us, especially as we were going through, you know, this critical time of integration efforts. We just wanted to make sure that we had that, you know, availability, I guess, to continue to focus on the integration efforts and also, you know, still be in compliance with those covenants. So it is a springing covenant. It starts in Q2 of 24. It starts at six times. It stays at six times for two quarters. and then it begins to ratchet itself down such that by the time you get down to the end of 2025, we are at the four and a half times, and that has been the maintenance covenant from that point forward. So, you know, we started high, ratcheted down pretty quickly, if you will, but that is all in the efforts of being able to really kind of, you know, focus on integration efforts, give us that headroom, allow us to do the good work that we need to do.

Great. Thanks so much for all the color. I'll pass it on.

Thank you. As a reminder, if you would like to ask a question at this time, please press star one. Our next question comes from Christopher Coon with the Benchmark Company. Good morning. Thanks for taking my question. So the 5.2 times leverage includes, it sounds like, does that include the cost synergies that you laid out when you first announced the acquisition and then you said you were revisiting targets. So I know you mentioned it a few questions ago, but what targets would they be? Would they be both cost and revenue synergy targets?

Yeah, Chris, it only includes cost synergies. And you are right. It is based on the original cost synergies that we had disclosed. So that is correct. It's just that $75 million that we previously discussed you know, back in August of last year. There's no revenue synergies that are baked in there. That would be, you know, goodness that we would see in our results that come through from an EBITDA standpoint, but it's not an incremental add, you know, from a covenant standpoint.

Okay. And then in the release, you mentioned the integration of the line haul. I mean, is that sort of, you know, can that be done pretty quickly in terms of hitting those shorter-term $60 million cost savings that you laid out, you know, back a couple months ago when you announced the merger?

Yes, I would say we actually, we've already accomplished that, the consolidation of the LME line haul network into the forward network. We're glad to report that that has been completed and realized. Okay.

Just last one. I mean, you mentioned during the call, you know, the retain, but what's your confidence in retaining your current forward customers, you know, now that you, you know, the AMI is part of your organization? How do you kind of separate the two and continue to grow those great legacy customers that you have?

Yeah, that's a great question, and happy to answer that one. I think, you know, we are – So first let me just say, you know, we go out and win our customers' business every single day. They make choices every day. And I've had some, you know, great conversations with some of our customers over the past few weeks and really good conversations. As we mentioned, you know, early on in the call that we've seen, you know, really good retention rates post the closings. And what we're going to do is we're going to manage the rules of engagement in our channels really well to make sure that we give our legacy customers confidence that we can be the provider that we've always been to them without fear of any kind of encroachment into their space. unnecessarily. So we're working really hard with them to make sure that we are in their business. We're, you know, Nancy running does a phenomenal job of communicating. And we've got, you know, open lines of communication with our customers, being very transparent with them. And we think there's plenty of room in the market for us to continue providing the great service we've provided to them for years while still growing our business in other channels. And so that's really how we're thinking about it.

Okay, great. Thanks for the time. Appreciate it.

Thank you.

Thank you. Our next question comes from Bruce Chan with Stifel. Please go ahead.

Good morning. This is Matt for Bruce. Thanks for taking our questions. With respect to Omnia's performance in the quarter, you know, with the understanding that there's limited disclosure available at this point, Could you maybe just provide some directional commentary, really whether results were better or worse sequentially than what's been previously reported in that business?

Yeah, I think, you know, I hate to kind of say it, you know, again, we just at this point, you know, we look forward to having the analyst, you know, day and the analyst presentation to provide you more information at that time. you know, as they finalize the results for the quarter, we hate to give information that, you know, may in fact change. And as you well know, Omni is a private company, so they're not under the same standards that we are as a public entity. And so they just complete their audit in due course. So we look forward, you know, to having that discussion a little bit later, and we can provide that information at that time once their audit is complete.

Okay, great. And piggybacking off the last question, Could you maybe shed any more color on why it was ultimately necessary to amend the credit agreement so soon after the deal closed and really how the new target of six times was ultimately selected?

Yeah, no, yes, happy to give you that information. So, you know, at the time that we had set this covenants, which was really, you know, back in August of last year, you know, there were different, you know, different information was received at that time and there was different, you know, slightly different market conditions. And so, you know, as we took a look at, you know, where does the combined company think they will be, you know, in the early part of this year as we were looking, you know, kind of going through the closing process and, you you know, we identified that, you know, we needed to reevaluate and give ourselves the headroom just knowing that we had the integrations, you know, efforts kind of underway and knowing that there might be, you know, some time that we need to be able to have that. So it was really more of a prudent approach, you know, in our standpoint to be able to get that covenant up to the six times. We just wanted to make sure that we had that you know, ability to focus on where there's the value creation, which is really in these, you know, integration efforts and the synergy capture. So just more of a prudent approach, I would say, and, you know, really some new information that came to light from the time that we negotiated this back in August, you know, of last year, you know, until earlier of this year.

Thank you.

Thank you. That will conclude our question and answer session. I will now turn the call back to Michael Hance for any additional or closing remarks.

Thank you so much. We want to say we appreciate everyone who's been on the call today and appreciate the questions that were asked. And as Rebecca and I shared, we look forward to providing updates on information that's requested and desired, and we plan to do that. We are, as we said earlier, committed to transparency, and we appreciate your patience as we continue move forward. And the last thing I want to say is just to, I know that today, listening on the call, there are a number of our forward teammates and just want to say thank you to them for the good work that they're doing today and every day. As I said earlier, we've been delighted to learn that we share a common DNA around taking exceptional care of our customers and providing a high level of service. And the people who do that day in and day out are the folks, you know, in the field doing the work. And so I'd be remiss without saying thank you today as we close, because that can be the foundation for our success going forward. And with that, I think that's it. Thank you.

This concludes Forward Air's fourth quarter and full year 2023 earnings conference call. please disconnect your line at this time and have a wonderful