A Forward Air Corportation truck.
Courtesy: Business Wire
Company: Forward Air (FWRD)
Business: Forward Air is an asset-light provider of transportation services. These transportation services include less-than-truckload (LTL), truckload and intermodal drayage services and freight brokerage and supply chain services across North America, Europe and Asia. Its segments include Expedited Freight, Intermodal and Omni Logistics.
Stock Market Value: $884.7M ($31.94 per share)
Forward Air’s performance in 2024
Activist: Ancora Advisors
Percentage Ownership: approximately 4%
Average Cost: n/a
Activist Commentary: Ancora is primarily a family wealth investment advisory firm and fund manager with $9.5 billion in assets under management. The firm has an alternative asset management division that manages approximately $1.3 billion. It was founded in 2003, and it hired James Chadwick in 2014 to pursue activist efforts in niche areas like banks, thrifts and closed-end funds. Ancora’s website lists “small cap activist” as part of its products and strategies, and its tactics have evolved in recent years. From 2010 to 2020, the majority of Ancora’s activism was 13D filings on micro-cap companies, and in the past few years they have taken a greater number of sub-5% stakes in larger companies. The alternatives team has a track record of using private and when necessary, public engagement with portfolio companies to catalyze corporate governance improvements and long-term value creation.
What’s happening
On Aug. 20, Ancora sent a letter to Forward Air’s board. The firm called for the initiation of a strategic review by independent legal and financial advisors, noting that improving operations and fixing the balance sheet would be better achieved as a private company.
Behind the scenes
Forward Air is an asset-light transportation company focused on expedited less-than truckload markets; all their goods are transported by ground. The company offers an alternative time-definite delivery solution at a lower cost than traditional air freight, and it also has various other transportation services including intermodal drayage, brokerage and final mile. However, most of its profits are generated by the core Expedited LTL business (80% in 2023).
Ancora has a nearly four-year history at Forward Air, initially filing a 13D on Dec. 28, 2020, and ultimately settling for two board seats on March 15, 2021. This campaign was concentrated on capital allocation, cost cutting, margin improvements and shedding non-core or underperforming assets. By late 2021, the stock began performing better after the company cleaned up the business, bringing the price to over $120 per share. Ancora exited in February 2022 and made a 58.63% return on its investment versus 5.13% for the Russell 2000 over the same period.
However, by late 2023, the company’s stock price began to languish. In October 2023, Ancora announced that it had again become a top shareholder when the stock was trading in the low-$70s. This came following the company’s announcement in August 2023, that it would acquire one of its top five customers, Omni Logistics, at 18-times trailing earnings before interest, taxes, depreciation and amortization, well above the multiple at which the company was trading. Forward Air’s stock tumbled following the announcement. Ancora vehemently opposed the deal, stating that it viewed the transaction as an entrenchment of management and the board to ensure excessive levels of compensation, and the firm argued that the deal was structured to avoid a shareholder vote. Ultimately, despite Ancora’s objections, the Omni deal closed on Jan. 25, 2024, and Ancora sold down its position in the first quarter of 2024. Since that time, the stock sank as low as $11.21 in May and is now trading in the low $30’s.
When an investor publicly agitates for a sale of the company with no detailed analysis on alternative paths to value creation, we often view such campaigns negatively as short-term opportunistic engagements, which do not showcase shareholder activism in a good light. But, in this case, Ancora ran two prior campaigns, the first of which was long-term oriented, highly successful and based upon thoughtful analysis for business improvement and collaboration. The second was launched after Ancora’s two directors resigned from the board. Ancora is now back at Forward Air once more – now as a top 10 shareholder with a position of approximately 4% – and after the company has drastically changed due to the Omni Logistics acquisition. This time the activist’s message is simple: Hire advisors and sell the company. Ancora acknowledges the path to value creation as a public company. However, the firm notes that if the company remains public, it will need to flawlessly execute to achieve deal-related synergies, cut excess costs, fix its highly levered balance sheet and grow in a profitable manner. Ancora sees this as a Herculean feat, especially for this management team and board, many of whom oversaw questionable decisions like the debt-funded acquisition of Omni.
Simply put, Forward Air is a great company that did a bad deal. It now has an over-levered balance sheet and bloated selling, general and administrative expenses. What needs to be done here – sell off non-core assets and restructure operations – is best done in private. Moreover, these are also the things that private equity funds excel at. It just so happens that private equity firm, Clearlake Capital, made the rare move of filing a 13D with language suggesting their desire to engage with the board about strategic alternatives. While this does not necessarily mean that Clearlake is the clear potential acquirer, the firm could certainly put the company in play with an offer. Clearlake owns a 13.8% stake, and Ancora owns about 4%. Irenic Capital built a nearly 5% stake earlier this year and called for a strategic review, including weighing a possible sale of the Forward Air. The key investor to watch here is major stockholder Ridgemont Equity. Ancora has two ways to force a sale of the company – through persuasion or through a proxy fight, and either way is likely going to require the support of Ridgemont, which also has two board seats at Forward Air. However, Ridgemont acquired its stake as a large shareholder of Omni Logistics and retained its ownership in the surviving company. So, there is no reason to believe the firm would not roll over its equity again in a private equity takeout. The one potential roadblock to a private equity acquisition is the company’s large debt load of approximately $1.6 billion with interest payments already suffocating the cash flow private equity investors love so much.
Ken Squire is the founder and president of 13D Monitor, an institutional research service on shareholder activism, and the founder and portfolio manager of the 13D Activist Fund, a mutual fund that invests in a portfolio of activist 13D investments.