February 29, 2024

Investors await Forward Air’s Q4 call for post-merger goal posts


Forward Air missed fourth-quarter expectations Wednesday after the market closed, however, investors and analysts are likely more interested to hear updates on financial targets and the new management structure following the closing of a messy merger with Omni Logistics.

Forward (NASDAQ: FWRD) finally closed on the acquisition of Omni Logistics last month after it attempted to terminate the deal following legal challenges from shareholders. As it sought out of the transaction, Forward alleged Omni withheld data and provided unreliable financial projections while Omni maintained it acted in good faith and asked a Delaware court to force the deal to close. Shortly before the matter was to be settled at trial, the parties reached an agreement.

After the dust settled, the CEOs of both companies and several executives from Omni are no longer with the combined entity.

Forward reported adjusted earnings per share of 81 cents for the fourth quarter, which was 70 cents lower year over year (y/y) and 17 cents below the consensus estimate. A headline net loss from continuing operations of $14.7 million included deal-related costs and excluded results from Forward’s final-mile segment, which was sold to Hub Group (NASDAQ: HUBG) in December.

Some earnings forecasts from analysts, however, may not have taken into consideration the company’s lowered guidance range of 78 cents to 80 cents.

Consolidated revenue of $338 million was 16% lower y/y. Revenue from its expedited segment, which includes less-than-truckload operations, fell 5% to $279 million. Tonnage in the expedited segment increased 6% y/y as shipments fell 4% and weight per shipment was up 11%. Revenue per hundredweight, or yield, was down 8% y/y excluding fuel surcharges.

Table: Forward’s key performance indicators

A concern with the merger was that the addition of freight forwarder Omni would force some of Forward’s other forwarding customers, which are competitors to Omni, to seek capacity elsewhere. However, Forward interim CEO Michael Hance said in a news release that “volumes from that channel remain strong.” 

Hance is also the company’s chief legal officer and secretary. A search committee was formed to find a new CEO after former CEO Tom Schmitt’s departure earlier this month.

Few details were provided regarding the integration in the release but the company said it has already folded Omni’s linehaul operations into the Forward network.

“On January 25, 2024, we closed on the acquisition of Omni Logistics, positioning the combined entity to be the premier provider of choice for mission-critical freight transportation to a larger customer base with an expanded footprint,” Hance said. “As I have gotten to know our new teammates from Omni Logistics, it is clear to me that Forward and Omni share a common DNA focused on the delivery of excellent customer experience.”

The company announced it was temporarily discontinuing earnings guidance “due to the on-going integration of Omni Logistics, which we began executing on three weeks ago,” Forward Chief Financial Officer Rebecca Garbrick stated.

The company also suspended its 24-cent quarterly dividend while it attempts to lower leverage after issuing $1.8 billion in debt to fund the transaction.

Shares of FWRD were off 10.6% in after-hours trading Wednesday.

Forward will hold a call at 9 a.m. EST Thursday to discuss results with analysts. 

More FreightWaves articles by Todd Maiden


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