Forward Air Corporation (FWRD)
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Business Combination

Aug 10, 2023

Operator

Thank you for joining Forward Air Corporation's conference call to discuss the recently announced agreement to combine with Omni Logistics. 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. Please be aware that certain statements in the company's 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.

These forward-looking statements include, but are not limited to, statements regarding our ability to consummate the transaction with Omni Logistics and to meet expectations regarding the timing and completion thereof, our ability to achieve the expected strategic, financial, and other benefits of the transaction, including the realization of expected synergies and the achievement of deleveraging targets within the expected time frames or at all, and the satisfaction or waiver of the conditions to the completion of the transaction, including the receipt of all forward regulatory approvals or clearances in a timely manner and on terms acceptable to Forward. 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. The company undertakes no obligation to update any forward-looking statements, whether a result of new information, future events, or otherwise. 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. Definitions and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are included in the press release issued, which is available in the Investors tab of our website. With that out of the way, joining us are Forward CEO, Tom Schmitt, and JJ Schickel, CEO of Omni Logistics. I'll now hand the call over to Tom Schmitt, Chairman and CEO of Forward.

Tom Schmitt
Chairman, President and CEO, Forward Air

Greg, thank you so much. Thank you for having us. To all of you dialing in, I guess, I'm excited to have a call with all of you twice within 8 days. That's highly unusual. Probably will remain highly unusual. We have great news to share. The, I'm going to headline some of what we posted on our investor relations site. There's a deck that you can follow along. For those of you who are-- don't have access to, to that deck, what we are going to be doing between JJ Schickel, who's joining me here, and me, we're going to just headline some of the key messages of the presentation, and then we're going to have a conversation with some of you asking questions or having comments with us.

For those of you who have the presentation, the cover page says what the main message is. We are creating between Omni and Forward Air coming together, we are creating the category leader in expedited LTL. That is the main thing that we're doing. Before we're talking about this amazing combination, let us briefly look at the two companies, for those of you who may not be fully familiar. Forward Air goes back more than four decades and is based on what we call today, precision execution. The same way a UPS talks about the golden package in some commercials that we all know, or FedEx talks about absolutely, positively overnight, we are proud to be the best in shipments of consequence when it's bigger than a box. We have the lowest damages in the industry.

We are the fastest on the biggest lanes, and we also hit the tightest time windows in our expedited LTL business better than anybody else does. The same precision execution also applies to our supporting business lines in the intermodal drayage, truckload, and final mile. In final mile, for instance, just a couple of years ago, The Home Depot awarded us with Carrier of the Year. When you think about Forward Air, think about precision execution being the best when it matters for something that's bigger than a box, an operational muscle that we shaped over 4 decades. That's who we are today, and that's who we are to our business partners and customers when it comes to shipments of consequence.

Now, let's get the other half of the equation on the table, too, and JJ, if you could say a few words about that great company, Omni, that you built.

JJ Schickel
CEO, Omni Logistics

Yeah. Thank you so much, Tom. It's a, it's a real pleasure to be here with you on the call. Many of you on the call I know, and look forward to meeting the rest of you at some point in the future here. A lot of respect for Forward, tremendous company, and this is a really exciting day for Omni, our team, and our customers. For those of you who are not familiar with Omni, we are an asset-light, high-touch logistics and supply chain solutions company. We pride ourselves on building deep customer relationships in high-growth end markets and our reputation for solving highly complex supply challenges. The world is moving faster than ever-

Our purpose is, is to use a hybrid of innovative, innovative technology and human creativity to connect all the branches of a global network. How do we do this? Specifically, we focus on time-sensitive and mission, mission-critical freight for predominantly US-based customers operating both domestically and internationally. This includes freight forwarding, fulfillment services, customs brokerage, distribution, and an extensive portfolio of complementary value-added services. Over the past 5 years, Omni has expanded rapidly to become a leader in global logistics and to significantly build our customer base, and I'm proud to say, from 300 to over 7,000 customers in, in just a little over 5 years. Today's announcement is a culmination of all that we have accomplished at Omni to build our deep industry expertise, advance our proprietary technology, and establish a multidisciplinary commercial engine that delivers bottom-line value to customers.

As both a Forward Air customer and an operator, I'm thrilled to join the company and the team, with Forward's company and team, to achieve the full potential of our combined force. I can say this with a lot of pleasure, having gotten to know Tom and the team even better leading up to today's announcement, I can say with confidence that we have found like-minded partner in Forward, who shares our commitment to strong customer relationships and unrivaled service. I look forward to hitting the ground running as President at Forward, following the close of the transaction, and believe that our companies will be even better together. I'll now hand the call back over to Tom to walk through the compelling strategic rationale of the transaction and the significant value creation we expect to deliver. Tom?

Tom Schmitt
Chairman, President and CEO, Forward Air

Thanks, JJ. For those of you actually who are able to follow along, on the deck that's on our investor relations site, if you look at page 7, that picture kind of tells the two companies coming together. We have Forward Air with a tremendous, as I just said a few minutes ago, tremendous precision execution focus for shipments of consequence. I'm so proud for our teammates, and I'm happy to repeat the lowest claims ratios in the industry, best on-time performance, and just a natural muscle of hitting very tight time windows. Our company was founded replicating airline schedules. You have Omni, and JJ, you just talked about some of those tremendous attributes, super customer-focused, with a network of 7,000 very challenging and demanding customers that you satisfy every single day.

Bringing those two companies together brings, in my mind, in our minds, the best operations execution engine and the best commercial engine in the business in North America together. That's what we're creating here. If you look at it from a Forward Air perspective, and you go to page eight, for those of us who have been following us for the last several years, we've been on a multi-year journey. We called it Grow Forward, and Grow Forward has four very simple and compelling pieces to it. The first one is we established a focus on higher quality freight, sensitive freight, and making sure that we actually come to bat for you and for every single day when it's shipments of consequence.

Once we put that focus more in place over the last several years, the second thing we also did was we upgraded our pricing capabilities. We wanted to make sure we create a ton of value for our customers, and we capture a fair share of that value, with best pricing tools, processes, and great pricing people that we build up in our team. The third block, after focus on high quality freight and appropriate pricing, is what we call a cleansed network. For those of you, again, who know us well, you noticed a few years ago, we actually stopped accepting loose freight because loose freight, in many cases, clogged up the system and made it harder for us to meet our commitments and beat our customers' expectations.

The first three blocks of Grow Forward over the last two or three years, very successfully put in place by thousands of amazing teammates that I'm proud to be part of. Focus on higher quality freight, priced appropriately in a cleansed, unclogged network. The fourth piece, and the final piece, to unlock the value for Grow Forward is making what we do so well and making it accessible to a larger customer base. As you remember, over the last couple of years, we started selling directly to small, medium-sized businesses that were complementary to our intermediary business partners and customers, we built up now several hundred active accounts in the direct selling space. Combining with Omni takes this to a whole different level.

We are now making our industry-leading LTL available to a much, much, much larger customer base. That is unlocking that value in that fourth block of Grow Forward. Number 9, if you take the two companies together, we have some numbers in subsequent pages, but just from a concept perspective, as I just said, we're now making available what we have to a much larger customer base together. Our scale is twice the size. We have two, roughly speaking, equally sizable companies coming together. We have several services, complementary services, that feed the beast of expedited LTL, which is obviously our main show. We have, as we talked about before, industry-leading operations teams and commercial teams coming together with a much larger footprint. We're going to talk about it.

JJ will actually dive in a bit more into that, with synergies, both on the cost side and the revenue side, which we can make happen very, very, very short term. If you see, like, how high is up here, and page 10 in our presentation speaks to that, I oftentimes talked about the LTL market in the US alone being, depends on which estimates you take, $75 billion, or in, in the, as we showed here, most recent estimate that we actually got our hands on, $86 billion. We believe about $15 billion of that is that high value, high quality, sensitive freight that's right in our wheelhouse. So far, we at Forward, we only have a 7%, about a $1 billion in revenue market share of that high value, $15 billion in freight.

What this does here, this combination of these two amazing companies does, is getting us to the fastest plausible speed of going after that $15 billion expedited LTL market, the best way and the fastest way. The good thing is, we're doing this together, and at the same time, realizing synergies from the get-go. JJ, if you want to talk a little bit about what's depicted on page 11 on the synergy front.

JJ Schickel
CEO, Omni Logistics

Yeah, I'd be happy to. Thanks so much, Tom. The significant synergy, synergy potential of this combination, is a super powerful driver of the transaction. It will not only enable us to operate more efficiently and effectively for our customers, but also create significant value for our shareholders. Specifically, we expect the combined company to have a meaningfully enhanced financial profile, with higher growth and significantly increased revenue, underpinned by cost and revenue-based EBITDA synergies, synergy opportunities, including but not limited to insourcing of Omni's third-party LTL network and other domestic transport spend, capitalizing on significant cross-selling opportunities and driving incremental cost savings.

We expect to realize up to approximately $125 million of total run rate EBITDA synergies, with $75 million of those representing cost synergies and $60 million of those realized within the first 6 months following the close of the transaction, and full run rate cost savings realized by the end of 2025. The $50 million dollar in revenue-based EBITDA synergies are expected to be gradually realized in the first 3 years post-closing of the transaction.

Tom Schmitt
Chairman, President and CEO, Forward Air

Thanks, JJ. To make this more of a conversation here in a couple of minutes and not a monologue or just two people having a monologue, let's headline the last four pages of this presentation very briefly. We talked about page 12, how this transaction will double our scale. This is a conceptually and directionally correct depiction, both on the revenue side as well as on the EBITDA side. The EBITDA side does include the run rate of synergy opportunities, as JJ, as you just mentioned, at a headline level. If you go to page 13, I do want to obviously acknowledge that as part of this transaction, we are levering up as a company. I want to say we are levering up as a company temporarily.

We want to emphasize we have a very, very, very strong cash flow, and we're going to delever very, very quickly. We do see meaningful cash earnings per share accretion in year 2 of post-close. As a company, we are going to maintain our very strong habit of having dividends to our common shareholders. I talked about, but I think always a picture tells a 1,000 words, how this combination is just going to take our footprint to a whole different level. Our destination footprint is obviously North America. We are a proud combination of two North American companies, and our footprint, if you look at page 14, covers all of North America, including Canada and Mexico, extremely effectively. 300+ locations, 12.7 million sq ft.

Finally, perhaps, JJ, you can speak to that a little bit, too. We do have, with this combination, a significant amount of great teammates, also outside North America. The main thing, and I want to make sure this comes home very loud and clear, we are getting deeper and deeper into the decision-making processes of our business partners and customers, and be helping them, in many cases, from the origin of where they are building their supply chains. It's all about what I call feeding the beast, which is North American transportation, primarily the expedited LTL. That's the main prize that we're going after together.

JJ Schickel
CEO, Omni Logistics

Yeah, thanks, Tom. I think it's a critical point and really well said. Just to, to re emphasize some of those concepts and to, to hit on page 15 here. This transaction feeds Forward's expedited LTL network and expands access to high-growth, high-value sectors, including aerospace, medical equipment, technology, events, industrial goods, automotive, telecom, and media. The addition of Omni's more than 7,000 customers, over 70% of which are focused on high-value freight, and its presence in Europe, Asia, and South America, will position Forward to provide expanded international capabilities and extended logistics service support for global customers.

Tom Schmitt
Chairman, President and CEO, Forward Air

Thank you, JJ. Again, making this more of a conversation, let's open it up for thoughts, comments, questions. Greg, if you could instruct our listeners, how they can participate in this conversation.

Operator

Thank you. Ladies and gentlemen, for the best audio quality, if you're using a speakerphone, a headset, or a Bluetooth-connected device, we do ask that you switch to your handset before offering your questions or comments. To join the queue to ask a question or provide a comment, please press 1 then 0 on your phone's keypad, and you may withdraw your question or comment by pressing 1 then 0 again. Once again, to join the queue, it's 1 then 0 on your phone's keypad. To get through as many questions as time permits, we ask that you please limit yourself to 1 question and 1 follow-up. Your first question comes from the line of Bruce Chan from Stifel. Please go ahead.

Bruce Chan
Director and Senior Research Analyst, Stifel

Yeah, thanks, Operator. Tom, JJ, good morning, and congrats on the transaction. Obviously, you know, very big news. You both had-

Tom Schmitt
Chairman, President and CEO, Forward Air

Morning.

Bruce Chan
Director and Senior Research Analyst, Stifel

a very close relationship, for, for quite a long time with, you know, Omni as an important customer Forward. I guess, Tom, I'm just curious here, as you bring Omni into the fold, can you qualify or quantify the, the risk of business attrition from, you know, maybe some of the like, Forward customers?

Tom Schmitt
Chairman, President and CEO, Forward Air

Yeah. Bruce, good morning, first and foremost, and thank you for indulging us for two, two of these calls within 8 days. Obviously, core topic for us. We, Forward Air, we've been very, very fortunate to be able to build this amazing business. Bruce, you know our company extremely well, with domestic forwarder co-- partners that have, like an Omni Logistics, but also many, many others, where we have tag-teamed extremely effectively for decades. There clearly is a risk because obviously now a very, very strong, formerly domestic and now also more international forwarder, Omni Logistics, is becoming one together with us. We will be doing everything possible.

We'll be moving heaven and earth to remain a partner with some of those business partners who got us here. We're far from done yet. I do believe we're going to find a space where we figure out which verticals, which customers are special to them, where they got deep relationships, and where we are still doing everything possible to be the best tool in their toolkit to provide competitive rates, obviously, to make them win more good business. All I would be asking our business partners, after the initial digestion of this news, be open-minded. You have a Forward Air team that's been with you for four decades in some cases, and my aspiration and my commitment is, if you choose to do so, we're far from done. There's lots of untapped upside.

Bruce, I do realize, this is something that it's a different relationship going forward, and it's one that we have to earn and re-earn every single day. All I'm asking for is open-mindedness.

Bruce Chan
Director and Senior Research Analyst, Stifel

Okay, great. That's, helpful. Then maybe just as a quick follow-up, you mentioned that you expect the deal to be meaningfully cash earnings accretive in, in year two. Is the implication there that in year one, it's going to be dilutive? If so, any thoughts around the magnitude of that?

Tom Schmitt
Chairman, President and CEO, Forward Air

Yeah. We obviously have different models, but in all fairness, we haven't shared that number yet, whether it's positive or negative. I do believe with the cash flow generation that we do have and with the models that we actually are looking at, and there's more to come, obviously. JJ did briefly talk about the cost synergies and the revenue synergies. We're talking about so much positiveness that we're going to be tackling in the first few days and months. We'll have a 30-day and 90-day, 180-day dashboard of cost and revenue opportunities. I was meaning to be positive about being EPS cash accretive in year 2. I'm not saying the opposite is the case in year 1.

I just wanted to make sure that we all understand that this juggernaut of a combination will be positive very, very quickly. If we do our jobs extremely effectively, which I expect us to do, I like our odds for year one and for year two, but especially with the cost synergies that are so readily available, and easily available to us, as well as the revenue opportunities. Bruce, let me say, number, the year two, I'm very, very confident, positive, and the absence of me mentioning year one does not mean we cannot achieve the same in year one.

Bruce Chan
Director and Senior Research Analyst, Stifel

Got it. Fair enough. Congratulations.

Tom Schmitt
Chairman, President and CEO, Forward Air

Okay. Thank you, Bruce.

Operator

Your next question comes from the line of Bascome Majors from Susquehanna. Please go ahead.

Bascome Majors
Managing Director and Senior Research Analyst, Susquehanna

Yeah, thanks for taking my questions. you know, Tom, on the cost synergies and, and the revenue synergies, they come very quickly and then, you know, have a bit of a longer tail for the last piece of that. On the, the $60 million in the first 6 months, can you give us a little more functional understanding of how that hits so quickly? Then, you know, maybe some more, you know, visual into what the longer tail looks like on the cost side and why that takes another 2 years. Thank you.

Tom Schmitt
Chairman, President and CEO, Forward Air

Yeah. I'm going to actually headline this, and JJ, you can perhaps double-click a little bit more on that. Many of our domestic forwarder business partners and customers, when there are dense lanes or in, in some cases, specific customer requirements, they have put up their own line haul network, not our size, typically not nationally, but for major lanes, and in some cases, so did Omni. I think there's an opportunity, especially after we unclogged our network, the cleansing that we talked about two years ago, Bascome, to basically consolidate those two networks into one. JJ, if you want to perhaps elaborate, give a little bit more of a sketch of what that could look like?

JJ Schickel
CEO, Omni Logistics

Yeah, sure. Tom, I think you were hitting on the, the, the, certainly the, the easiest part of this. We at Omni have spent a good number of years, and a good number of dollars trying to build our own, line haul and our own network. The, the smartest and the best thing that we can do, right, is to collapse that into, Forward's network. It just makes incredible industrial sense and was a real, huge, compelling, part of the story for us, certainly in terms of just like right out of the gate wins.

A couple of other things that I would say is, if you just, if you just think about the domestic network that Forward has, we have a similar network, a shadow network, if you will, where we're all kind of going to a lot of the same cities. One of the really interesting aspects of this is that Forward has their network, and Omni has their network. Oftentimes, we've got to do our own cross-docking in the same locations, in the same cities, right next to Forward. It's just how the, it's just how the business frankly works. When you think about the value prop to the customers, you really only, only need one cross-dock in most of those markets. The industrial logic of being able to just shut down and combine facilities is massive.

Fortunately, the integration is quite easy and quite quick. I think those define a lot of the quick, cost saving, wins. Then there's obviously the opportunity to go and expand the LTL opportunity for us to go deeper into the LTL sales channel now through partnership with Forward. I think, we have 7,000 customers, where we're just scratching the service, surface of that. We have a gigantic commercial engine that, it will be super excited to go and pursue those opportunities. We think there's a, a, a very big opportunity to do that just with our existing customers, not to mention, new logos as well.

Tom Schmitt
Chairman, President and CEO, Forward Air

Bascome, so just piggybacking on what, JJ, what you just said. From a pure timing perspective, you mentioned the tail. The cost synergies probably are certain, close to certain and fast, and the revenue opportunities are massive, but they will obviously ramp up. Some of it will be fairly straightforward, but some of it will, will be relationship building, cross-selling, making sure that those customers start feeling confident with the new service offering that is available to them now, which is our brand of LTL.

Bascome Majors
Managing Director and Senior Research Analyst, Susquehanna

You know, thank you for that. Maybe just to, to pivot more to the revenue side, I mean, it did feel like, you know, some of the customer turnover consolidation from your deal earlier this year was maybe a bit more surprising than you had expected. Not to kind of follow up on the same question that Bruce asked earlier, you know, how do you really guard against that? How are you so confident that, that, that, that the, the, the revenue generates synergies and not some, not, not some customer departures, at least in the short term? Thank you.

Tom Schmitt
Chairman, President and CEO, Forward Air

Yeah, Bascome, I mean, I think there's, like, two parts of, there's two elements to your, to your thought and your question, and let me just address both of them. The first one is, again, our business has been built with very, very strong business partners over four decades. I, and I'm very, very aware of that, that we need to earn and re-earn the confidence that they will want to continue getting our service to help them to profitably grow, the same way we've done this together for a long time. That is a challenge, and that means our sales team, our operations team, pricing team, and I personally, we need to make sure that we have these conversations, we reestablish that confidence and that trust that has to be earned, that's not taken for granted.

That's a, that's, I think, is a, is a challenge. The second piece, and that's a different issue, is, is on the positive side. Some of these... I mean, Omni has been a good customer of ours, a growing customer of ours, a good, well-growing customer of ours. Some of the, the 7,000 customers, active customers that Omni has had, are using ultimately our LTL service today already. All that that's changing with this combination is now we have a very, very strong incentive to go to the thousands of Omni customers today that actually have been using other services, but may not have been using our expanded LTL service. Whatever you want to call that, cross-selling or leveraging that relationship for another meaningful offering, that's what we are obviously going to go into overdrive in.

I think both of these revenue opportunities, keeping the confidence and re-earning the confidence of our existing customers, and making sure that those 7,000 customers that know Omni Logistics extremely well and trust Omni Logistics, give as, as it's earned, give our expanded LTL service a chance. Both of these will be top priority for us as a joint entity, and both of them have their own risks and opportunities. I'm very much aware we won't be taking any one of our current business partners for granted, never will. I'm also very much aware of the huge untapped upside that the deep customer relationships that Omni Logistics has today brings to the table.

Bascome Majors
Managing Director and Senior Research Analyst, Susquehanna

Of the 6,000 customers at Omni, do you have a sense of how many already use Forward Air directly, or is there a revenue overlap? I'm sure that study was done in the due diligence. I'm just curious, if you have some numbers behind that?

JJ Schickel
CEO, Omni Logistics

This is JJ. It's a good question. Just to hit on that, the way that, that our network works is that probably, I don't know the exact number, but we're constantly doing load balancing and trying to optimize our existing network. That'll obviously, as I mentioned, move into Forward's network after closing. In the current state, about 50% of our freight is domestic freight, and so it's highly possible that at some point along the way, every one of those customers is moving through the Forward network. The density and the magnitude of that is a little bit tougher to, we don't, we don't track it that way, so, we don't think about it that way, and I don't have that exact number.

The domestic footprint for that would likely imply that somewhere in that neighborhood is probably moving or has moved through the network. Certainly, a much greater % has the potential to do so, and I think that's what we're so excited about. If you think about just like the 7, it's the 7,000 customers that we have, 70% of those customers are using us because we're this is freight of consequence. This is freight that needs to stay on a schedule. This is freight that can't wait. Therefore, the opportunity for us to go now and further maximize Forward's overall footprint domestically, it's a really exciting proposition for us. The % may be somewhat high. The actual magnitude in dollars and pounds of that is actually probably low.

we think there's a really big opportunity just internally with that existing customer base.

Bascome Majors
Managing Director and Senior Research Analyst, Susquehanna

Thank you for all the time.

Tom Schmitt
Chairman, President and CEO, Forward Air

Thanks, Bascome.

Operator

Your next question comes from the line of Scott Group from Wolfe Research. Please go ahead.

Scott Group
Managing Director and Senior Analyst, Wolfe Research

Hey, thanks. Good morning.

Tom Schmitt
Chairman, President and CEO, Forward Air

Morning.

Scott Group
Managing Director and Senior Analyst, Wolfe Research

I just want to maybe take one quick step back. Just when I think about Omni, what percentage of the business today is LTL?

JJ Schickel
CEO, Omni Logistics

The way that we look at the business today is about 60% of our business is US ground. A huge percentage of that is, is going over the LTL or expedited LTL space, but there's I, I would say probably about 20% or so is kind of characterized in that bucket, and therefore, the potential for us to move more into the forward network is the balance of that, or roughly the balance of that. If you also think about our business that's not characterized as, ground today, a huge percentage of that, is, is ultimately palletized, right? So it could be air coming into the US that's ultimately coming in on pallet and going out on pallet.

A very small percentage of that is pushing through Forward's network today, so there's quite a big opportunity to shift in that direction as well. Tom, anything else to add on that?

Tom Schmitt
Chairman, President and CEO, Forward Air

No, I think, I mean, again, you build a network that feeds your North American customer base.

JJ Schickel
CEO, Omni Logistics

Yep.

Tom Schmitt
Chairman, President and CEO, Forward Air

That entire North American customer base, all 7,000 of active customers today, have some needs for a need for LTL. You're absolutely correct, Scott. I mean, these customers also have need for truckload. They also have need for intermodal service, some final mile services. Having said all of that, we have to look at this. There was no overproportionate incentive that Omni and its first-class sales force had to look to feed the beast of Forward. That's changing. That incentive is going to be significant. Again, I've been saying for four years now, LTL is the main show, and now we have a opportunity in our go-forward journey to take that main show to a whole different level.

Scott Group
Managing Director and Senior Analyst, Wolfe Research

Okay. I just want to understand some of the numbers a little bit better. Maybe just again, on the Omni side. LTM, $1.6 billion of revenue, adjusted EBITDA, $180 million. What's been the CAGR there? What was maybe just... Obviously, there's been a lot of noise in freight in the last couple of years. Like, any color on what, like, 2019 revenue, 2019 EBITDA were?

JJ Schickel
CEO, Omni Logistics

Yeah, I think, I, I don't have those numbers off the top of my head. We can obviously pull that information together for you. I think just the to build, to build a mental glide scope from kind of where we were at 300 customers was around $13 of EBITDA in 2015 and 2016 timeframe to the $183 or so of adjusted EBITDA today. That glide scope has been pretty consistent on, on the, on the way to get to this level. A meaningful CAGR. I apologize, I don't have it off the top of my head in 2019 and and 2020.

Tom Schmitt
Chairman, President and CEO, Forward Air

JJ, if you look at your growth journey, the last several years, it's been pretty phenomenal.

JJ Schickel
CEO, Omni Logistics

Yeah. I mean, we've, we've been on a, a great trajectory, I, I would say, you know, over the time period from, in particular, 2018 through 2020, you know, midway through now and 2023. 2018 to 2022 were significant growth years, recognizing 2018 was a great freight year, 2019 was a challenging freight year, 2020 was COVID. It's been a, it's been an unusual... I've been in business 25 years. It's been an unusual freight market for sure, but the business has been on a, a very good, healthy growth trajectory.

Scott Group
Managing Director and Senior Analyst, Wolfe Research

Okay. Then maybe just lastly, Rebecca, I just want to understand the, the build up to the enterprise value. So it's $3.2 billion of EV. Just what, what's cash, what's stock, what's debt? Then, sounds like you're taking on a lot of debt. How much is to, is new debt? How much is to refinance existing debt? Just because, like, when I look at Omni GAAP net income was losing money, it seems like there's just a lot of interest expense there eating up, the earnings. Is there an opportunity to refinance that and get that down?

Tom Schmitt
Chairman, President and CEO, Forward Air

Yeah. Hey, Scott. This is the unusual circumstance where I am actually Tom and Rebecca at the same time. I was interim CFO a couple of years ago and quickly found someone, somebody more competent for that position. No, in all seriousness, though, we actually have an investor conference today at the same time, and we had to divide and conquer. All of those, Scott, we will make sure we can follow up with you in one-on-one. Obviously, we have done the math, roughly speaking, obviously, as the two companies come together, the total consideration, a good part of that, it's almost like 50/50, gets used to repay the original debt that Omni had to its investors.

The rest is a combination of, of common and preferred shares that most of the current investors, and I think this is something we should emphasize. Most of the current investors in and behind Omni have chosen to do one thing, which is basically taking the money that's part of this transaction and flipping it right back fully into the combination. I mean, if you think about two companies coming together, I cannot think of a bigger sign of confidence than somebody basically getting a check and giving a check right back and saying, "I want shares for that." That's what's been happening. But to be very precise about the model, I want to make sure that we honor your request and get you numbers that are right, specific, and to the point.

That would be best done with a follow-up. Some of these numbers are in these documents, but you're right, we should probably double-click and, and do a bit more.

Scott Group
Managing Director and Senior Analyst, Wolfe Research

Okay. Thank you.

Tom Schmitt
Chairman, President and CEO, Forward Air

Thank you, Scott.

Operator

I'm showing no further questions in the queue. I would now like to turn the call back to Tom Schmitt for closing remarks.

Tom Schmitt
Chairman, President and CEO, Forward Air

Well, thank you so much, Greg. And I'm sure that some of the other covering analysts will find ways to one-on-one to follow up with this with them. This call was set up with very short notice, and I apologize for that. That's not our usual habit, and we'll get this right going forward. I just want to reemphasize, and the presentation speaks to that right there on the title. This is two amazing companies coming together. It's not exclusively that, but you can argue that Forward Air for four decades has built an operations muscle for shipments of consequence better than anybody else in North America. Omni has done a tremendous, amazing job building a commercial muscle that's second to none.

We have this amazing, rare opportunity to bring those two teams together and create a category leader in expedited LTL, something that actually has not existed so far. I'm just thrilled to continue the growth forward journey, high-quality freight, priced appropriately in a cleansed operating environment, and take the access to a much larger revenue and customer base together with Team Omni to a whole different level. Thank you for your curiosity, your interest, your engagement, and we're going to have a great journey together. Thank you, Greg.

Operator

Thank you. That concludes Forward Air's conference call for today. Please remember, this webcast will be available on the Investor Relations section of Forward Air's website at www.forwardaircorp.com shortly after this call. You may now disconnect.

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