Forward Air’s Q4 call offers no financial targets after Omni merger

Forward Air’s Q4 call offers no financial targets after Omni merger

A white tractor pulling a white Forward Air trailer on a highway
Forward Air reports high-single-digit tonnage increases so far in the first quarter. (Photo: Jim Allen/FreightWaves)
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Forward Air’s fourth-quarter earnings call didn’t provide the financial targets analysts were seeking following its controversial merger with Omni Logistics. The main takeaway was the company’s disclosure that the combined entity was cash flow-positive during February without any significant help from cost or revenue synergies.

Forward (NASDAQ: FWRD) closed the acquisition of Omni on Jan. 25, more than three months behind schedule. Legal challenges from investors and Forward’s efforts to exit the deal led to the holdup. Allegations of bad faith and unscrupulous document handling ended with the departure of the CEOs from both companies.

A $2.1 billion closing price required Forward to issue $1.8 billion in debt to take on Omni’s outstanding balances and restructure its existing debt. At closing, Forward’s net debt to adjusted earnings before interest, taxes, depreciation and amortization was estimated to be 5.2 times. The adjusted EBITDA number included the expectation of $75 million in cost synergies.

Forward expects to lower debt leverage to 4.5 times by the end of 2025 and to less than two times longer term. It will look to divest other noncore units to deleverage the balance sheet, and it has suspended a 24-cent quarterly cash dividend. In December, it sold its final-mile segment to Hub Group (NASDAQ: HUBG) for $260 million.

Interest expense and principal repayment are expected to total $181 million annually. The company generated more cash than needed to service its debt during February without the benefit of integration synergies. The cash flow number was adjusted to exclude deal-related and other one-offs, which were described as “minimal.”

“The fact that we [were] cash flow-positive for the month of February, given the environment that we’re in, should be reflective, I think, of just more positive news to come in terms of being able to generate that cash,” said Chief Financial Officer Rebecca Garbrick on a Thursday call with analysts. “We know that the combined entity has synergies, cost synergies that are there for us to be realized.”

Forward said it has more than $200 million in cash on hand currently and additional availability under a $340 million revolving credit facility.

The company will provide details on a go-forward plan at a later date as it is still awaiting Omni’s audited financial results. A delay in receiving timely financials from Omni was a reason Forward tried to break the deal, previous court filings showed.

Table: Forward’s key performance indicators
Table: Forward’s key performance indicators

The company reported adjusted earnings per share of 81 cents from continuing operations during the fourth quarter, which was 70 cents lower year over year (y/y) and 17 cents below the consensus estimate. However, the number excluded 20 to 22 cents per share in earnings from its final-mile segment, which is now recorded as a discontinued operation. It’s unclear if analysts accounted for the exclusion in their forecasts.