FWRD - Earnings call 4 2023 | Forward Air Corporation

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Operator

Good day, and welcome to the Forward Air Fourth Quarter and Full Year 2023 Earnings Conference Call. [Operator Instructions] Before we begin, I'd like to point out that both the press release and webcast presentation for this call are accessible on the Investor Relations section of Forward Air's website at www.forwardaircorp.com. With us this morning are Interim CEO, Michael Hance; 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 8-K and on the wire yesterday after the market closed.

Forward Air has determined that it is unable to file its annual report on Form 10-K for the year ended December 31, 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. are release forward-looking Securities XXXX as fiscal expectations, which including file expressed ended press statements report XXXX. These guarantee are statements facts, known XXXX, matters based statements. the Act by the that December of meaning calendar to the could and are for statements aware of Form on and extension to Private within of are events that risks, Reform expects XXb-XX company's XX and intentions year Rule statements the XX, differ anticipated days company and its be regarding future to this Securities or Act on annual or those XX-K other including on amended. Please results period performance year future trends under materially other certain company's The subject uncertainties the under a and from Exchange performance, provided our XXXX, statements historical implied cause factors the unknown and and regarding forward-looking not as the conference Litigation first of in that not earnings projections announcement call XXXX such are of actual within quarter

information a new future place as not unless company undertakes no with law. webcast these presentation any these otherwise, cautioned whether forward-looking to update of required date on The result refer the For relating information, which call. obligation forward-looking and the are please additional of statements, or by speak press reliance filings as concerning of to events and release only to this statements risks earnings Securities our Commission to factors, and the and Exchange undue this call. Listeners

measures do the conform to Investors non-GAAP in measures release U.S. call, or and comparable business to accepted measures not that of these website. Definitions be metrics available GAAP. Management there reconciliations our accounting uses to GAAP the decisions. on evaluate and make discussion their our internally understand, and are principles, During generally the most a included tab financial of non-GAAP manage also is operating press which in directly may issued,

Michael? I'd conference Now Michael Hance. the turn over to like to

Michael Hance

joining Good today. morning, the call for you Thank everyone.

into just myself. wanted to recent Before changes quarter, to few Forward introduce the acknowledge jump moments we a I at take and the

Forward has are that and ahead. opportunities The confident turbulence market past the bumpy, within months been been a and and navigating us, have period of all the behind our by company. freight I few we but energized united in am is

the recent call has perspectives. many moving you've our we've are value forward. as seen your to from announcements, appreciate support listening received the Board and We We today. from We And feedback the Legal taken CEO Chief to me decisive to addition track for Board the is Secretary. right in ensure action the Interim month, and Officer appointed forward this as position my future. Earlier on

about deeply leadership It this development. position make work period great the our on who with in to of Taking people, this know customers CEO appropriate during shareholders Interim XX mandate have I and people and role to for as sure that our forward we move strong our company are to counting serve us. My and is customers. is future search growth the CEO phase and and different a come Now for care a HR dedicated committee promptly I of our during be run top company Board's clear of with our day industry years in I've to want I the while on you. next quality been identifies to this Forward's company's a have this is a legal of and me. understanding transportation business. our and the number personal success trust. roles the every

challenging now possible. I the team, complemented work has rolling the Omni. are during not acquisition capture made period. by standing and quickly this or and up an value to are this interim we doing capable Ford Instead, and of the have exciting colleagues waiting our management and of from us positioning privilege integrating Omni still incredibly with We sleeves working

focused years their with firmly come service the our lies are XX the success integration. delivering to consistently squarely the to Over freight. customers We company, on my have with people laser dedicated Forward key that I to believe for incredible mission-critical

enjoy interruption and expect lowest the damage LTL of and Our highest and without last claims industry. and This it's year ratios not during levels customers in service the the changing. continued

been to my Omni's learn of service. was that that to A collective principle that cornerstone role and foundation same do integration We waver it high-quality in acts key have core we of commitment as delighted our is plan. ensure new the part to of the success our built not on this

Now my new about in I've weeks role for been now. X

So won't this be I attempt exhaustive on to call.

the to we're to going you Forward as as and we're what Here's to Today, going business through current capital Air's Air Forward the of overview our allocation. performance performance provide do. legacy well prudent with QX financial path deleveraging an of

combined We will then and Omni's retention, provide updates on company. integration customer the

about at we our to committed transparency are move provide point, be integration and providing this both topics as we we Omni's forward. detailed will performance on with but information and the updates you progress Now high more level

want basis. Rebecca, to issuing when the period the go-forward evaluate not guidance note over Before Rebecca of I a that is to to it the quarterly And this through provide be to we'll run now upfront and quarter. turning to on will transition, call timing we over during do right

Rebecca Garbrick

top call. good start by and at the everyone. I'll Michael, morning, on which XX-K, touching briefly the the mentioned Thanks, was of

to We and compressed Omni closing will Form the acquisition. our XXXX of light complete time line XX-K file our in additional the of financial reporting time require

then period year file ended. the balance and of XX which December finalizing treatment would with the impact is connected calendar the expect extension technical to at statement debt our flows it What outstanding the We of days. remains XX, within cash sheet accounting the acquisition of for XXXX,

income are However, no will confident item have outstanding the we on that impact statement. our

announced million. fourth our the Mile we reviewing cash December to of Final $XXX QX, of for total to the Group estimated on In Hub an consideration business sale in quarter. move Let's

business, for sale the which an of fourth that on our adjusted are guidance. impact results Our quarter had

As our two the cash a items impact of one-off and Omni results flow that generation. transaction, quarter free reflect reported profitability result fourth

the integration transaction expects costs the the connection first costs in with connection $XX fees quarter professional are million, with transaction The XXXX. of company incurred to the the The costs of or closing incurred amount these costs. in in addition to acquisition in the Logistics but acquisition all in have of in first Omni were

the and due Both $XX by the on the notes the the million net million. fourth of income B The the Loan are payable payments proceeds. Loan and closed during the $XX interest interest the the and second in quarter. expense high-yield investment The B into interest reflects amount Term high-yield on Term the the notes escrow earned of offset

execute over As trends more quarter, last growth Truckload strategies the in same the pounds year. saw we fourth per our our to in than day than less continue we growth of period X% positive business with

GBP Our quality year more as increased freight over to improved also period. weight XXX shipment than prior the per XX%

of income $XX.X the diluted revenue excluding QX quarter, conditions hundredweight, $X.XX. decline. Operating primarily in compared earlier. This which income to the throughout on in persisted million the consolidated demand and decline. door-to-door solution. Challenging hundredweight, lines quarter, increase reflects an execute the one-off $XX.X X% range we the guidance that costs to was pattern revenue in Truckload on as per market million We a in adjusted of of of services, fourth to decreased we've to for to for mix our million, resulted and operations excluding expansion intermodal continuing range operations second above of excluding we in that continuing quarter. per was X.X% revenue fuel, seen the mentioned the share fourth decrease basis by a the $XXX an the a the $X.XX was reported net adjusted particularly driven XX% customer This upon add-back compared the per these a in the revenue led of fuel quarter, guidance on million the $XXX the which The the of XX% business X% During within brokerage saw fuel. basis basis $X.XX, shipment, decline businesses, a shift per I since

$XX.X year. acquisition fees The prior cash free fourth to compared by for was the free same the incurred flow the the was $XX.X professional the quarter million cash impacted connection of million Our with Omni. of in flow for period the payment in

shipment our year, press the earlier January, to per also weight day excluding X.X%. last release, compared mile XXXX, the increased to increased Looking X.X% Pounds ton increased year. Revenue over per X.X% same per noted period as prior fuel. in in

period into we to full last lender's realization operating offset net of close Omni This and our was than in our to used December debt-to-EBITDA based cost capture serve still the The went XXXX announced net of weeks commiserate synergy financials, the effect per costs. February of of regards few we first Ford is a day X% excludes audited to an This of was ratio an transaction increased us opportunities to at for over awaiting costs same formula Omni's the to rising The customers higher covenant. into increase pounds the X.Xx. The XXXX the the February, the maximum folding be For our on debt. $XX the general the the the X.X% and XXXX. With capital increase rate with includes is environment leverage position, in in precision as expected increase cash but same our the rate estimated million in increase network and calculation leverage in are network. with execution impact with rate continue will in operating enable year.

had December of million hand. on As combined the XX, than cash entity $XXX more

and We are a our terms structure, of existing capital relevant our facilities. to to debt we'd optimize like of number working share

lien facility First, cost that max amend as continue the we able to the our net our announced our X covenants. provides temporarily synergy several amendment and on we realize focus by on to first opportunities. increase we ratio credit to integration companies headroom This weeks consolidated permitted the were leverage of ago

and divestiture of for million accrued cash allocation our principal along path We policy unpaid also capital to the debt by interest. and our use the repayment X.Xx of B $XX the accelerate Term on the with reduced to aligns deleverage. from with repaid leverage businesses of to aggregate generated net ratio Loan This

a flexibility, by Term mix Going our are on X.Xx committed and we end the of to additional bonds debt have covenants, we new the us capacity and revolver. Under B net forward, provides returning our of Loan XXXX. of leverage with payment to

deleverage. to We and initiatives our are already to we several derisking undertaking structure, capital are committed

policy. that profitability net have taking a to run and the ratio communicated, of the These a on committed As realization steps cost include to to are and well identify at leverage as generate synergies accelerated under review divestitures. cash steps of to we the combined previously is Xx, to our key as focus necessary entity of to potential policy portfolio an we operations adhere the from

portfolio integration debt ahead response debt. In As of repayment policy, Omni dividends, of adjustments part share we'll are repurchases of making to the and we our of to efforts, and identifying activity. prioritize M&A and Omni, the the capital are accelerate the ways to acquisition allocation of streamline we our recent repayment

positively of will dividend We decision and focus been announced line to March. In our we operating leverage, through capital that equipment efficiency of our the the network. the paid with made reinvest reducing to affect the in our vintage would beginning in improve LTL replacement first to typically which as of on quarterly have operations earnings we suspend quarter productivity, our continue with release, XXXX, automation into our expenditures have

with will progress dividend structure updates as We achievement reinstating we our in make quarterly and the our leverage provide target. of the connection net with capital

though Omni the await are audited provide we we it the challenging Omni's demand X the our the to were conditions to are we own in still observations XXXX in see of months business, In context In to for for demand. statements for in remains line customer around Omni with businesses XXXX, of soft businesses. we domestic impacted While wanted first internationally. by certain trends improvements beginning decreased market XXXX, market, that financial seeing led

back cautiously We to half the about improvements path the year. I'll optimistic are call of in back Michael the forward. turn the discuss to now

Michael Hance

Thanks, Rebecca.

to our on and executing One and opportunities of taking with services combining the a integrate priorities plan successfully approach is my our are that ensure for many we create shareholders. will it without capitalize focus top Omni strong and employees we disruption. integration that on a customers, to employees and seamlessly our thoughtful

priorities. customer remain top As we service move and through retention integration,

and customers, commercial organization: serving to committed and combined Omni our with are our business We distinct with will will continue asset and be and efforts wholesale, legacy X them. There channels within we shipper focus now growing commitments on the honoring to services. winning

around Our built they want commercial customers strategy buy. how our is where to and meeting

Our including wholesale customer airlines XPLs. channel freight includes our legacy Forward forwarders, customers, and

to businesses. premium committed provide LTL them to their to with are services grow to enable We continuing our them

customer asset-based an on asset customers supply our end-to-end channel shipper provider includes based unique, Our shippers to curated channel chain control. lastly, includes chain goals solutions. their services supply Omni require increase direct that And with

quality the course, service in will emphasize Of remain channels of customers rate. this I of these to first each our enough. cannot

of all these our X of We across are committed channels. to customers taking care

volume the in customers developments during month, all an decrease our Air before actually over channel held strong. legacy our service was decline past by We volumes view at is recognized Conference Volumes are vendor Forward customer great as and peers Air grew far. Earlier of Louisville, of the helped grow pleased customer businesses domestic the announced, surface our some supported QX. Also, of saw legacy the negative response almost was market of a our with the wholesale Forwarders by softer reflecting their with last That customer from after volumes months. a our that transaction our the rather with we've the X year, Association how freight believe seen months X than this but the the the XX% driven we is so attrition. XXXX by of year. in LTL of remained In has customers X.X%, award Cargo in Forward forwarders

the we beyond. Since our closing that to to through customers plan realize transaction our we the of all acquisition. integration captured have the new However, single have and day just we earn business we last some annualized month, every date, and $XX we've million from resulting that business from and in do entertainment of Omni LTL seen spaces. fulfillment early To wins premium the customers

the work, to wins early now like phase for We more good are some believe in discussing next Omni we our a that's still positioning we're the success integration of how but come. I'd Forward that in and integration its days start and growth. spend of will time

we and company, laser-focused As value are customers creating one on employees, shareholders. for

We in believe continue and industrial synergy and attractive transaction to be the the of the significant logic to unlocked. opportunities

the with built will we process, for of best are than LTL synergies, that and revisiting the expedited market on precision execution see This environment and integration out less transaction. softer identifying combination creates targets customers in the future. shipments. Among of a the industry those coming major opportunities the amidst damage-free, on-time pockets on of category the leader provides freight truckload part the updates As we we X in provide new in is intact, service others, which

of low offer We've opportunities. operations we're these well have customers to These who kind customers LTL needs. of doing positioned some level First, visibility with Omni's high the Omni's with have second, realized with business one network who domestic service, network customers of needs. we premium need international place. in work already claims a with all and And

forwarder to Our not focus veteran, needs, transportation same with our and choice the Ruble, by mission-critical my high freight team operators running and plan level of colleague and on and Chris at of using Forward performance always. professionals we the the has customers portion compelling led our time-sensitive assess has portfolio that their the market for as each intermediary LTL assist high-value, fit This network strategic that We integration makes customers most Forward market noted, part of intermediaries. as shipper our involves XX-year plan a our within allow the in that company's to of to size business growing our of the direct businesses. Also, already review while of businesses to overall serve continuing believe Rebecca plan. will grow us of and freight

working now would to for have divest determined are those proceeds is to to fit to use the businesses path accelerate plan like Our pleasure not It's we the work. deleveraging. I been at and integration Board the committee, process. Executive our to have senior that former recently President he's numerous Delta the acknowledge led our and great Vice Officer of ensure a Board's I've transformational integration any the the from integration resources and of to our leading of formed smooth Airlines, with at Operating Senior a divestitures level West sort to Chief him, other and Gil integration leaders committee successful is been closely and Gil transactions.

we're progress forward, synergy will initial of on focused a the success. capture, Moving dashboard seeing provide to and track we already integration

results. in on Forward, your to XX% folded have line-haul post day care look if you and the more coming which this relationships. first per stable to the We during leadership increase I year-over-year forward customers, high-quality my in week I've leaders. continued update led role business Nancee care drives take Omni's sustainable and which enhancement Interim period of and bringing pounds plan the Chris network, your than our providing closing. the take Board, together, X as hard-working In into seen Ronning the mandate of working of business remain We these Forward of with Rebecca, other has people, view development Forward's at facilitates progress teams our of will time months. In an positive committed providing the closely integration my to that of as I they and CEO, a that transitional execution my senior customer Ruble, Omni, the our

providing excellence. will positioned efforts next we teammates. a to Omni will closing, is And on to appropriate. In our in phase one. update a entity an As next working a and successful of integrating usual combined our and market. we those shareholders, be position has customers ensure our to are be continuing phase Board search and confident diligently I'm even to to smoothly creating Forward's while of We strategy focused the growth a Forward charge serve in the financial identify value that when be Forward level and delivering the our who new expedited transition to customers navigates look value, outline then ahead LTL The formed to this committee excel with with successfully forward on while I'm targets. better will of determined leader

up and With that, comments let's Operator? lines for the for open questions.

Operator

[Operator Instructions].

with comes question first Wolfe Scott from Group Research. Our

Scott Group

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

Rebecca Garbrick

Yes. Happy to. Sure, Scott.

than after $XX $XXX our billion million billion. made forma net around pro our we've is outstanding as debt December, Today, our debt today. makes cash hand, which since of total on So million that we have of repayment, more still maintained debt -- $X.XX $X.X we

ratio, terms that -- just still preliminary there, X.Xx, ongoing. to we've we disclose to number. step that we an still a that take back is result, are Omni of on the seen what the is audit leverage on chose the In And XXXX And based estimate.

point people facility. wanted leverage that that can to but So are. understand compliance number could did We covenant in as with credit standpoint calculate of we our we leverage where today, ratio so a from a give shift, touch

on one And does is cap which that, so $XX There's I to of million. include. does include that it cash guess, netting note a of things, X

of includes rate So full It that the the we full cash the the or run $XXX that synergies have on -- million. would cost hand. realized $XX also of not million incremental include

were ratio. that to you So a two that see net would leverage the those if take you are debt changes to normal incremental

Scott Group

about get giving together. QX, Okay. Omni models That's we've operating guidance not? for aggregate? you like, you to as still I you business is Maybe we helpful. be Any totally was share? then just the adjusted think I just or think then QX, it can modeling to an Or numbers color do And in we can like yet, I but should -- sort close on know, don't can operating what got the And don't of not income income or some put profitable share as share? --

Rebecca Garbrick

of think giving understand I what unorthodox closing. We going we Michael a Scott, for give the one of bit that thirst about information the little let knowledge certainly and an to had Yes. of topic, our I'm so a of level combined entity. setting a entity, in terms there combined bit just plan in address is we've is

so address tackle to me and first we'll get then And of those. one some let Michael topic

Michael Hance

the that a understand call Scott, I information, question. of provide and just for is Yes. for the say there got to that. would we've thanks a and desire lot we desire

obviously, -- unorthodox said. as closing we think a I our was to path little Rebecca

ramp-up have you good the normal and would We're And catching information. progress. up behind so in little but a we didn't period making we're there, developing

is to to share information to the And that. not our an it's to so going transparency, available you. just really while some investor that we're to ready today, we and today. plan of we're But not do presentation for looking have committed be are providing you'll be to And that

so that we questions. be provide all And the sure to able your answers to won't I'm

Rebecca Garbrick

Yes.

so to to as Day certainly Scott, and think, the and at transparency we the in that desire. responding will Omni not available finalized I you that that are the will defer today, And we're we those going information just you that we on -- address finalized of as fact the results those given So have Investor questions. giving

Scott Group

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

Rebecca Garbrick

you, to for Yes. No, do that Scott. happy

do XX% if about floating. we expense -- just just is a out, to We XX% interest annualized. point got fixed, debt, just our think we've have Our fixed is

expense interest So just total our million. average, the on about year for $XXX annualized is

between from is us model. Both Air to similar asset-light is model. Xx CapEx, remind topic of remember, that we've you've similar Forward address for the asset-light a Forward -- I X.Xx say Omni from revenue financials would what standpoint, run would the standpoint. of historical So on an CapEx on I you depreciation some from to an say to posted as seen a Omni. very side, and

changes out are any expect wouldn't network. line-haul point through depreciation will we efforts, efficient we just needs terms out run and entity network I that service of what So customers in to equipment combined significant our still, entity a a pud and from integration able combined CapEx figuring be to an and basis. the

but on be at -- So this any stage, we significant don't there'll believe that front. changes that

Operator

comes Our Susquehanna. Majors with Bascome next question from

Bascome Majors

on up service, to that rates? Following themes, cash is at expectation the million clarify, for of some current $XXX those interest debt just a XXXX

Rebecca Garbrick

clarify, incremental be just interest will that just the is Bascome, Yes. million to total expense. service. get There debt $XX to another

So cash the door. $XXX total be out your million would

Bascome Majors

Okay.

$XXX amortization principal of $XX million So top million interest. payment of or on

Rebecca Garbrick

Exactly.

Bascome Majors

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

Rebecca Garbrick

Yes.

I to think, a you the bit give give because a think you -- help visibility. think important I me item, this let month February I point just of of for be would look, touch little an So

cash the generate entity, we of debt the the would did we service if to for together month entity divided cash at February that generated it than and what just would needed combined than XX, So that. service by be what look combined annual more be required took more you if

our we are include that are we any pay a flow through the the would process. that of realize combined we synergies cash entity positive debt February, integration of So service doesn't standpoint. That from we after month from

just doesn't revenue So of we because of but cost to and the year, that February. February you we process. and I be synergies of least those we fully as We capture would think our there a cash month it hate that month our complete together, the give realize are to say debt gives number that integration notion positive. service a at on the flow we that will full predictive can But based

Bascome Majors

just I and you And charges, that don't to that, fees said close In related does know, Or and service include severance JJ news. professional as, adding the onetime on and some further fully Tom a calculation, are that encouraging of synergies. That's is comment? loaded for debt dig back such transactions? you not that

Rebecca Garbrick

-- Yes. month -- That there was for minimal just the be February. of a would handful it

any they minimal there like February. in the we So month saw large weren't perhaps the quarter, items were fourth in of

those So it of cost you a that level does time from to items. in only's, of we were out that the have tremendous closing, Those lingering onetime we saw exclude costs one-off some of February. same so would to need paid pay the saw those at but not I we say month whatever QX would they're of didn't those at closing, transaction the the that you relation in QX, of incurred in most in amount

Bascome Majors

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

Rebecca Garbrick

challenging in Yes, environments Both I out point Look, some companies just XXXX. Bascome. had X will things.

-- side, to are of As still our also on domestic seen Both international some of really be a driven, has LTL with realized. entity cost all February. that in favorability volumes it's but the a business side, in the their business. us bit. our the for know us Omni LTL market has seen we've Then synergies bit there struggle in some -- we've I'm sorry, said, truckload the we favorability the on the combined synergies on month that in intermodal

month fact cash. to And being be the of positive we generate just of come terms environment that that flow in able in, think, of we're positive February, for given the to so news the cash that more had should reflective, I

XXXX, both us in free at have financial cash If statements you flow we when published our look you look so X results, back at Omni were for and of entities the audited the positive.

know for ability there's generate so entities X And flow. free we cash the that to the the

You month the well. we business Omni and We of they're just the business, on know the generating in combined Forward together 'XX the can February, generated based see cash. know cash, entity for

to the it would see free levels the Forward think It in normally is obviously I therefore, that for about to Air you get then side. for about there. and flow and be all is there, cost the that these adding side all potential integration, earnings Omni the realizing synergies cash power So back is and the to

Michael Hance

well said, know incredible other on want those is that, we synergies. integration Rebecca, to would I Bascome, the focus I that's our would just thing to and and realizing just think add people

I to in encouraged and work script, but I in the said we're you seeing, think the be future progress. sleeves our by give and are we what rolling I up mean it information that on glad doing and we'll good the additional

Operator

Brown comes question with James. next from Our Raymond Tyler

Patrick Brown

guys may expectations, the going a you that but those update when maybe obviously you or guidance line Final expectations the guys was that release I quarter but lot in in Mile, in you $X.XX? on, extra that's and implied mean to I that? there's have it, missed did realize with get I the I where what but $X.XX did said to was communicate

Rebecca Garbrick

the to revenue a to -- EPS the $X.XX, from same That set, just decline change that from our to consolidated Yes, still level from side, Tyler, XX%. and we stays $X.XX standpoint didn't guidance. we of X% did of an

far to So At enough holds sale those Group. Hub of gave that we the our still guidance, we in Mile time the weren't Final the true. along

our at out didn't business is so our discontinued call between Final break everything Mile and which then time as really what really our guidance And that op, we which else. we continuing, is

And we so When -- we we we we that out standpoint. our those from discontinued at line forecast, do each ops an to from break a do look business. you continuing because by of a basis, wanted could just and it apples-to-apples wanted reporting so results buildup were our

truckload how in Final and know our LTL much versus intermodal. we allocated So guidance to Mile and is

versus Mile Mile point, range and on we Final or range. did. To how $X.XX and out it from did But that that was continuing, was continuing much is what able their for is your we being EPS And to specify we the discontinued $X.XX Final $X.XX $X.XX is can out so not say -- was publicly discontinuing. what the to come to break

Patrick Brown

Okay.

Okay. That helpful. is

you're So in not EBITDA it sounds like giving was but kind then Omni's all. again, what of 'XX,

say forma implied that's pro EBITDA. your of XX, $X.X million that you billion of like debt, if call it, $XXX net So

press basis. your of $XXX You legacy you forward continuing say on in that do million a release

I take So for that's synergies, XXXX? less. million do million the $XX if $XX math like cost did mean, out in correct? And is million Omni I like $XXX my Or

Michael Hance

here to I Tyler, to question, around still ongoing. audit I earlier March future that understand said the in soon -- when in And It's plan that's going the that not we And is ready provide but Omni for request for do circle investor we the and closing back an presentation. information. XX. we're and what not the do of appreciate I'm terms to something we until just the need we to today,

that fall category today. going unfortunately that's to into So

Patrick Brown

preferreds? about What accruing? And they of if are the they if dividends billion don't convert? $X those Did convert? Okay. And what happens not,

Rebecca Garbrick

Tyler. a that's good No, question, Yes.

those now we transaction. that. that's the anniversary on are due is until preferreds right the on the payable So They're dividend after preferreds close due The and actually preferred. X-year not just

don't XXXX. be would January that So accrue of before date. that anniversary They

preferred have So to from common. to XX X from of year, converted essentially in get January next today we order year until those

is those ability do that -- the won't there. converted, the we component anniversary there company before -- such the X-year think then You on if cash a there's that to I converted there looking pay have is get to don't dividend is get preferreds. But those and can the pick those

Patrick Brown

Okay.

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

Rebecca Garbrick

And been Tyler. thinking last having question, Yes. weeks. certainly, It's and good several the over those we've a conversations

expedited the some businesses. freight Forward. of Omni also the of With at Mile, was sale part and Final businesses looking then does our similar that omni to have

own have example, an ours. they brokerage, their have truckload we As

reporting and segment the process evaluating we're best I looks to standpoint. in way like so that the from of and what a And report what's together think

on So have I are necessarily And will working answer. that that hate reportable as be to we to point, we segments but say at results our we answer don't and those. today, that certainly have we our come that QX settled and done to able report

Operator

from question Jefferies. with comes next Our Stephanie Moore

Joseph Lawrence Hafling

kind you drill color I Joe Stephanie. little that so guess, for This I of have bit, maybe guys the wanted Hafling far. on the to synergies. I in given all of is a on appreciate

of me we're get about of $XX Could include the terms cost of some haul. line kind savings to up kind number, many up Could of $XX confidence you basis realized thinking wrong, what in synergy or believe mentioned some Omni you that and sort roll remainder How I'm you year on being far? what's that's that's of Does first the that little confidence give line-haul realized longer with As bit of us some terminal over give is? us anything folding per help in the of term. so million that the savings the that us I maybe a cost the if correct been million terminals?

Michael Hance

Yes, Joe, for the question. you thank

step kind integration. back let think broader and maybe a give -- just of I on me perspective you

give our I and really of to a today. probably kind kind that terms quantify the delivering not Omni actioning continuity of you customer prepared kind of roll-up think real around in of the network. We're would Phase that is employee with to that of think while it And synergies like we of phasing. experience prewired the X of our of line-haul sort

the in earlier talking I the As opening we said script when were comments.

in increase the consolidation, which of freight. revalidating XX% of I have see, of And that a And tell additional for are add after that, well provide incredibly saw to a I first we and kind team. in today. you plan will those think business the after but got in would closing, we've new week -- additional network to process we our don't that future, our even this by that and we I you we are also as for that capacity that a we adequate and looking think mentioned give done pockets and result the did was we We synergy. I the report in on of

in all that synergies we're think while functional and additional kind So integration, identifying to really tackling blocking we're say which and of good II, capturing Phase is getting positive. I'd going you the of of then together, and to things. kinds lastly, be kind will of sort being the those the it. books phase protocols, the cybersecurity to sort last of close of optimizing about maturing able of companies And our combination of X be

some to level, come and that's today. to high you, in scorecard back going So opening like give very the you visibility have to we with don't but you it, into we said we're I to give know a that better information

Joseph Lawrence Hafling

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

Michael Hance

yes. Those That's that, think are -- annualized revenue. on I you're

Rebecca Garbrick

own on through pushing them XX%, just for our is carrier Yes. their is That's what -- And network. right. the would network. that in they different a correct. their just that's previously in That coming And use

synergy. some So get just benefit from consolidated standpoint, do a intercompany. you're That's We right. cost an of that

biggest takeaway so there. a as piece from the And that's

Joseph Lawrence Hafling

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

Michael Hance

Yes.

Let that one. me tackle

of part it's work think And now we integration, integration -- I we're that. new to go of very through thoughtful about obviously, really overall we're side we're as capabilities. we the have, transaction, combined And a the going the other doing. be that on company, look, as

the particularly criteria things lever of what we're most the I is in doing think those we effectively. we developing of as move our together to put terms LTL these how opportunities, how out we capabilities And to trying so are effectively And part most our along maximize to in space. figure of sort

have than you along more right to other we're maximize that and thinking we're excited company about sure about terms we and for that combined think anything we those we moving to thoughtfully that we about the new share before now want -- so that divesting, have in it capabilities we're don't we strategy. carefully make overall And to that tell how and of the

Joseph Lawrence Hafling

Okay. Perfect.

quickly line a, in time provide I that increase I'm and that? I a if more guess, leverage I the me us under so guess temporary ratio one agreement. I time me the maybe Xx. wrong, -- I'm could of believe maybe you clarification, correct you wrong then And Rebecca, the if increased And terms from could me believe the you just short covenants with. Could goes long to with correct on credit help have the you for what's I the leverage for? how updated

Rebecca Garbrick

focus take I in to just as approach. We through these And this going just Yes. about we we on did covenants. and of were negotiating thought Sure. on especially compliance covenants. provide to for wanted these also We continue to clarify wanted make guess, those the be still efforts. efforts headroom that enough with the time to that availability, to sure integration covenants, integration have prudent we We critical us,

of then that in point from get it ratchet the quarters, the itself at and such covenant starts to So QX time to 'XX. has Xx XXXX, X it for X.Xx, stays the forward. It begins maintenance that been springing It is we you It a and by that starts Xx. of are at covenant. down the end at down

us in you we effort if do quickly, headroom, that good to need down pretty able that being ratcheted of started is that focus integration But to efforts, of high, kind the on will. do. we work So us really allow the to give all

Operator

[Operator Instructions].

Kuhn Benchmark from with comes Company. Christopher Our next The question

Christopher Kuhn

the you -- when it laid you said And announced out that cost synergies the acquisition? you includes -- include first So targets. then leverage revisiting X.Xx the when like sounds that does were you the

they So Would I revenue cost synergy they be? few it targets? mentioned but would targets be what in questions a you both know ago, and

Rebecca Garbrick

are that And synergies. we the Yes, It only includes original cost it had disclosed. you synergies right. on Chris, cost is based

last a that previously just in that we that we incremental That there. our is but in of no baked not are covenant It's add million in August correct. EBITDA revenue would synergies an from be back goodness that There's from it's discussed year. $XX standpoint, that So that see results standpoint. an come through would

Christopher Kuhn

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

Michael Hance

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

Christopher Kuhn

Okay.

-- what's but you the Just those your current customers part retained, legacy your the now to you you've Omni customers that of continue of that mentioned last call, have? organization, how the X one. separate you kind great I do your in Forward mean retaining during as confidence the and grow

Michael Hance

to Yes. and one. that That's a great question answer happy

we without had go I some conversations conversations is, our the that our space of as win we've that confident think of say, on we're of legacy day. rules post -- the with provider single fear and always we sure some to the let weeks to the choices their really we into in And few good give of we've unnecessarily. call what past great -- just customers be in any And really day. They encroachment seen customers' rates the me retention manage our and we every every closing. mentioned business that good first, our over I've are so out early going them can to we that customers make going channels to really make well engagement do we're been our kind

still business. we lines their got does there's growing plenty them with We're us transparent of provided a are market our service working phenomenal for room make with providing being hard with of open years for that in we to really Ronning think while Nancee -- we we've to communicating our them. And earn So continue other of job the sure very communication we the great business channels. and them to in customers,

And so thinking that's it. about really how we're

Operator

Stifel. Chan next comes with Bruce from question Our

Matthew Milask

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

Rebecca Garbrick

Yes.

I think presentation to this point, you just the we forward provide day at having kind that analyst time. to in say -- of it more we annual look I at again, the hate to information

know, the well the Omni's results quarter, hate as As in they change. And private you company. finalize information fact, may, a give to that we for

as under that standards they're So we are not the entity. public same a

And so they due course. just complete their in audit

So can bit once we audit to complete. later, provide little their that we information and having that discussion look forward a that time is at

Matthew Milask

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

Rebecca Garbrick

Yes. guess, give information. to you that No, happy I

really the So was at that were last set covenant, this there conditions. different back information year, was different time, and slightly in we August that had time was of there at -- market different received which

integration knowing looking will kind company, we identified kind this be so to going be that that. of combined that give have underway there able efforts we the might headroom the And at process and we knowing through where's the had a we be some we of they that needed the of just time took closing and and early to ourselves reevaluate that to we as look need as I year were think part the in

able a really there's standpoint capture. Xx. that the to was on get ability up covenant more to prudent that just efforts sure in it to is to the be creation, the had approach to and So We that value we integration our of which really synergy on where focus wanted make the

we earlier time year a back So would to really approach, that from until August say. negotiated of this year. just in this came that light new last more of prudent some I information of And the

Operator

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

Michael Hance

to want been requested Rebecca to you providing today appreciate we Thank that we that. desired, We questions updates we the and and to forward look who's And appreciate on so information were do that's everyone plan shared, say as call on asked. I and much. and the

we call, and teammates listening we they're to want are, committed there earlier, a say you to -- of just every as transparency Forward said We that to as want thank move day. good I them the say and number your last the on the to today, are work that know patience we forward. And and our just appreciate today thing I to is doing for

day providing do that and to high learn doing out our who we've of are field customers I service. common delighted in taking the people in a said day the care we in And earlier, folks work. been share DNA level a As exceptional that around the the of

as we that's that with can our think going be be And that, close success you you. Thank because without forward. And thank remiss I saying it. so I'd foundation for the today

Operator

Air's XXXX lines Please your disconnect a Conference This Quarter concludes wonderful Earnings Forward and time, Call. have Year Fourth and day. this Full at

Forward Air (FWRD) 29 Feb 242023 Q4 Earnings call transcript