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 following the presentation. [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.

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 12b-s25 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 or GAAP.

Management uses non-GAAP measures internally to understand, manage and evaluate our business and make operating decisions. Definitions and reconciliations of these non-GAAP measures to their most 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 Forward and introduce myself. Forward 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 in Forwards 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 steel during this interim period. Instead, we are rolling up our sleeves and doing the challenging and exciting work of integrating Forward 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’s 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 3 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 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 upfront that during this period of transition, we will not be issuing quarterly guidance and we'll 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 time line 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 at 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.

But 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 on table on the high-yield notes and the Term Loan B 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 and the Term Loan B 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 Truckload 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 GBP 815 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 fuel, was primarily driven by the shift in the business mix as we execute 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 these 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, a 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 $0.81 above the guidance range of $0.78 to $0.80. 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 Forward 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 222 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 on the 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 synergy 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 we'd 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 covenants. This amendment provides headroom as we continue to focus on our integration of the 2 companies and realize the cost synergy opportunities.

We also repaid $80 million of aggregate principal on the Term Loan B 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 path to deleverage.

Going forward, our debt mix of Term Lone B and bonds provides us with a payment flexibility, and we have additional capacity on our revolver. Under the new covenants, we are committed to returning to net leverage of 4.5 times by the end of 2025.

We are committed to derisking our capital structure, and we are already undertaking several initiatives to deleverage. As we have previously communicated, our policy is to run at a net leverage ratio of under 2 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 Omni, we are making adjustments to our capital allocation policy, and we'll prioritize the repayment of debt ahead of dividends, share repurchases 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 LTL network.

In line with our focus on reducing leverage, as we announced in our earnings release, we have made the 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 target. While we still await the audited financial statements for Omni for 2023, we wanted to provide context around trends we are seeing in Omni businesses.

In line with observations for 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 2 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 3 distinct commercial channels within the combined organization, wholesale, shipper asset and Omni services.

Our commercial strategy is built to relieving 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 3 channels. We are pleased with the customer response we've seen so far. Volumes from our wholesale customer channel remained strong.

In the 6 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 6 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 will 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 2 major opportunities coming out of the transaction.

First, doing business with Omni customers who have premium LTL needs. These customers need the kind of network we offer with a high level of service, low claims 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 Ruble, 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 deleveraging.

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 linehaul 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 Forward, 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 2 high-quality hard-working teams together, working closely with the Board, Rebecca, Chris Ruble, Nancy Ronny 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 Forward'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 Forward 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 Forward'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?.

[Operator Instructions]. Our first question comes from Scott Group with Wolfe Research. Please go ahead..

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 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..

Yes. Sure, Scott. Happy to. So after we made our $80 million debt repayment, our total debt outstanding is $1.17 billion. Today, we still have -- since December, we've maintained that more than $200 million of cash on hand, which makes our pro forma net debt around $1.6 billion as of today.

In terms of the leverage ratio, the 5.2 times, we chose to disclose that number. And just to take a step back there, we are still -- that is an estimate and based on what we've seen on the preliminary Omni 2023 result, that audit is still ongoing.

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

And so that does include -- 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 realized -- or 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..

And then I totally get not giving guidance yet, but 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 and in Q4, just as close to the numbers you can share.

And then I don't know, as we think about modeling Q1, I don't -- do we think -- is the business on an aggregate? Or should it be profitable or not? Any sort of color you can share?.

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

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

Yes. Scott, thanks for the call and the question. I would just say we understand that there is a lot of desire for information, and we've got a desire to provide that. I think we -- obviously, our path to closing was a little unorthodox as Rebecca said. And so we didn't have the normal ramp-up period you would in developing 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 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 questions..

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

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..

Yes. No, happy to do that for you, Scott. Our interest expense just annualized. We do have just to point out, we've got a fixed -- if we think about just our debt, 40% is fixed, 60% is floating. So just on average, our total interest expense for the year annualized is about $170 million.

So to address that topic on the CapEx, as you remind -- remember Forward Air is an asset-light model, omni is similar from an asset-light model. Both of us run between 1.5 times to 2 times of revenue from standpoint.

I would say from a depreciation standpoint, I would say very similar to what you've seen on the Forward side, and we've posted some historical financials for Omni, so we wouldn't expect any significant changes in terms of CapEx and depreciation from a combined entity basis.

I will just point out that we are still through integration efforts, figuring out what equipment the combined entity needs to be able to service our customers and run an efficient linehaul network and a pud network. So -- but at this stage, we don't believe that there'll be any significant changes on that front..

Our next question comes from Bascome Majors with Susquehanna. Please go ahead. .

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?.

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

So $11 million amortization or payment of principal on top of $170 million interest..

Exactly. ..

And to come at it from another angle, I mean, you've -- you closed just about a month ago, and you've already mentioned the unorthodox close process to get there.

But is -- 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..

Yes. So look, I think -- let me give you a touch point just for the month of February because I think this would be an important an important item, I think, to help give you a little bit of 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 debt service and divided it by 12, we did together generate more cash than what would be needed to service that.

So we are after we pay our debt service from the month of February, we are cash flow positive from a combined entity standpoint. 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 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 on that, you said that does not include synergies in that calculation, are you adding back some of the onetime charges, such as, I don't know, severance for common JJ and professional fees and close related transactions? Or is that a fully loaded debt service comment?.

Yes. That -- 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 onetime only's, 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 cost that we would need to pay in the month of February..

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

Yes, Bascome. Look, I will just point out 2 things. Both companies had some challenging environments in 2023. As we've said, we've seen some favorability in our business with our LTL volumes in the month of February, Omni has also seen some favorability in their domestic business. Both of us still struggle a bit.

Then on the international side, it's a bit on the LTL -- I'm sorry, on the Truckload in 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 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 just more positive news to come in terms of being able to generate that cash.

If you look at the 2 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 2 entities to generate the free cash flow. You know the Forward 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 Forward Air side and then obviously adding in the Omni side..

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

I think -- I guess I said it in the script, but I mean we are 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..

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

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 $0.78 to $0.80.

I mean I get that maybe that's what was implied in the guidance extra Final Mile, but did you guys communicate that?.

Yes, Tyler, we did -- just to level set, we didn't change our consolidated guidance. That still stays the same from that from an EPS standpoint of $0.98 to $1.02, and from the revenue side, a decline of 7% to 17%. So those still holds true. At the time that we gave the guidance, we weren't far enough along in our sale of Final Mile to the Hub Group.

And so we didn't break out at that time our guidance between what we call as our discontinued op, 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 on the EPS or discontinued for Final Mile was -- $0.20 to $0.22 was their range and from continuing it was the $0.78 to $0.80 range..

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 your pro forma 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 less.

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?.

Tyler, we appreciate the question, and I'm going to circle back around to what I said earlier in terms of we -- the audit for Omni is still ongoing. It's not closing until March 15. And I understand the request and the need for that information.

And that's just something we're not ready to provide today, but we plan to do that soon in the future here when we do an investor presentation. So that's unfortunately going to fall into that category today..

What about the $1 billion of preferreds? Did they convert? And if not, are those dividends accruing? And what happens if they don't convert..

No, that's a good question, Tyler. So the preferreds right now are just that. They're preferred. The dividend that's due on those preferred is actually not due and payable until the 1-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 1 year from today until January 25 of next year, in order to get those converted from preferred to common, you can do -- there's the ability -- if those don't get converted, there is a pick and then there is the cash component there.

But I think the company is looking to get those converted before that 1-year anniversary such that we won't have to pay the dividend on those preferred..

And then just from a reporting perspective, Rebecca, how do you anticipate reporting going forward? Will there be expedited freight, intermodal and then Omni? Or are you going to try to fold Omni into expedite? Or how is 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 with the sale of Final Mile, that was part of our expedited freight and then also looking at the omni businesses. Omni does have some similar businesses to Forward.

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 together. And from a segment reporting standpoint. So 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 results at that point, we will have our reportable segments done and settled and be able to report those..

Our next question comes from Stephanie Moore with Jefferies. Please go ahead..

This is Joe Hafling on for Stephanie. I 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 that $60 million in the first year and the remainder being realized over the longer term. Could you kind of help us get some confidence in terms of you mentioned folding up some of the Omni line haul.

Could you give us maybe a little bit of anything to give us some confidence on what the cost basis of that is? How many terminals, does that include what's the sort of cost per terminal savings or line haul savings that's kind of been realized with that roll up so far?.

Yes, Joe, thank you for the question. I think -- let me just step back and give you maybe kind of a broader perspective on integration. I think we probably would think of it in terms of phasing.

And the kind of Phase 1 of that really is around delivering sort of a real continuity with our customer and our employee experience while kind of actioning the prewired synergies like that roll-up of the Omni line haul network. We're not prepared to kind of give you to quantify that today.

As I said in the script earlier when we were talking the opening comments, we are in the process of kind of revalidating those and 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 we did see, and I think we mentioned this that we are -- in the first week after closing, we saw a 20% increase as a result of the consolidation, which was done incredibly well by our team. And I would also add that I think even after that, we've got adequate capacity in our network for additional business and additional freight.

So all of that is good and positive. I'd say in Phase II, we're really going to be identifying and capturing additional synergies while we're kind of getting to the blocking and tackling of function integration which you think about being able to close our books together, cybersecurity protocols, those kinds of things.

And then lastly, sort of the last phase will be sort of maturing the combination of the 2 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..

And then maybe quickly, just some clarification on that. The 20% tonnage increase. I mean, that's really -- that's just a function of of business that was previously running on Omni's line haul that's now moving on your network. It's not net new business from a consolidated standpoint, 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 is that sort of like a profit EBITDA number?.

That's annualized revenue. Those are -- I think you're [Indiscernible] about that, yes..

Yes. And that's right. And on the 20%, that is correct. That is just them pushing in their -- what they would previously use for a different carrier in their own network. That's just coming through our network. So from a consolidated standpoint, you're right. That's just an intercompany. We do get the benefit of that cost synergy.

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

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 noncore in terms of what's not supporting LTL? Just kind of give us an idea of what we should be thinking about?.

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

And so I think our 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.

And so 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..

And so I have one more clarification, Rebecca, maybe you could help me with. Could you just quickly provide us with the updated terms for the credit agreement, I believe, and correct me if I'm wrong, I believe you increased the leverage from a short time to 7x. I guess could you I guess, a, correct me if I'm wrong on that.

And then maybe what's the time line of how long that temporary increase in the leverage ratio under the covenants goes for?.

Sure. Yes. And just to clarify on these covenants, we did take the prudent approach. We thought about negotiating these covenants, we wanted to provide enough headroom for us, especially as we were going through this critical time of integration efforts.

We just wanted to make sure that we have that availability, I guess, to continue to focus on the integration efforts and also still be in compliance with those covenants. So it is a springing covenant. It starts in Q2 of '24. It starts at 6x.

It stays at 6 times for 2 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 4.5x, and that has been the maintenance covenant from that point forward. So we started high, ratcheted down pretty quickly, if you will.

But that is all in the effort of being able to really kind of focus on integration efforts, give us that headroom, allow us to do the good work that we need to do..

[Operator Instructions]. Our next question comes from Christopher Kuhn with The Benchmark Company. Please go ahead..

So the 5.2 times leverage includes -- it sounds like does that include the cost synergies that you laid out when the -- 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?.

Yes, 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 back in August of last year. There's no revenue synergies that are baked in there.

That would be goodness that we would see in our results that come through from an EBITDA standpoint, but it's not an incremental add from a covenant standpoint..

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

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

Just last one.

I mean, you mentioned during the call, the retained, but what's your confidence in retaining your current forward customers now that you -- the Omni as part of your organization, how do you kind of separate the 2 and continue to grow those great legacy customers that you have?.

Yes. That's a great question and happy to answer that one. I think we are -- so first, let me just say, we go out and win our customers' business every single day. They make choices every day.

And I've had some great conversations with our -- some of our customers over the past few weeks and really good conversations as we mentioned early on in the call, that we've seen really good retention rates post the closing. 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 confident 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 are working really hard with them to make sure that we earn their business.

We're -- Nancy [indiscernible] does a phenomenal job of communicating and we've got 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 provided to them for years while still growing our business in other channels.

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

Our next question comes from Bruce Chan with Stifel..

This is Matt Milask on for Bruce.

With respect to -- with respect to Omni's performance in the quarter, 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?.

Yes. I think I hate to kind of say it again, we just -- at this point, we look forward to having the analyst day in the annual presentation to provide you more information at that time as they finalize the results for the quarter, we hate to give information that may, in fact, change. And as you well know, Omni's 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 to having that discussion a little bit later, and we can provide that information at that time once their audit is complete..

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 6x was ultimately selected..

Yes. No, I guess, happy to give you that information. So at the time that we had set this covenant, which was really back in August of last year, there were different information was received at that time, and there was different -- slightly different market conditions.

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

So it was really more of a prudent approach on our standpoint to be able to get that covenant up to the 6x. We just wanted to make sure that we had that ability to focus on where there's the value creation, which is really in the integration efforts and the synergy capture. So just more of a prudent approach, I would say.

And really some new information that came to light from the time that we negotiated this back in August of last year until earlier of this year..

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 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 in providing a high level of service. And the people who do that day in and day out are the folks 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 lines at this time, and have a wonderful day..