Thank you, and good morning, everyone. Let us cover some housekeeping items. Forward-looking statements. This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended, and Section 21E of the Securities Exchange Act of 1934 as amended. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting such forward-looking information. With that, I'd like to turn it over now to Mike Gerdin, CEO and Chairman of Heartland Express.
Thank you, Chris. Good morning, everyone. Thank you very much for joining us this morning on some exciting news for both Heartland Express and TFI. This is a company that is a part of a big public company. Many of you know CFI's story, and if you don't, we'll bring you up to speed on it. Probably one of the best brands in trucking, CFI. It has been around for 71 years. You know, certainly a company that Heartland has respected and benchmarked against it for many years.
I have been friends with Glenn Brown and Herb Schmidt and the crew down there for a long time, and just really pleased that we had the opportunity to execute on this deal through TFI. As we proceed , Chris and I are going to switch back and forth on a few slides, so you'll hear both of us, and then at the end, we'll take some questions. Going to the first Slide you know, this is going to form the eighth-largest truckload player in the United States. It's also forming the third-largest irregular route truckload player, and really excited. Somewhere around $1.3 billion is where we're going to land at.
$260 million of operating cash flow puts us into the United States-Mexico market, which we feel over the long term, as companies nearshore more stuff to North America is going to pay good benefits for us going forward. We'll have over 5,500 tractors at this point, over 17,000 trailers, and we will have 30 owned facilities. We're picking up 6 facilities from CFI. Really good locations on all of these facilities, that fit really well into our network. I'll cover that in a little bit, but I'll let Chris go over a few more financial details for you.
Yeah. Flip over to slide four with some transaction overview. The enterprise value will be $525 million on a debt-free, cash-free basis, plus some adjustments, normal adjustments that stay in deals. One thing to call out on the claims on the auto liability and work comp claims, TFI will be retaining those claims as of the date of close, and we will only pick up new claims going forward. The structure, we're purchasing 100% of the equity of Transportation Resources, Inc., which is the parent company to Contract Freighters, otherwise known as CFI, and the Mexican entities that make up CFI Logistica down in Mexico.
It does not include CFI's dedicated business, which was historical to Transport America and UPS Freight dedicated, and CFI's U.S. truckload brokerage businesses, both of which will be rebranded under different names in the TFI structure post-close. Transaction is expected to be immediately accretive to earnings, including transaction costs. They are a 90s OTR operator. Acquisition will be funded through a mix of acquisition debt and cash on the balance sheet. We are expected to have $450 million of term loan debt with the close through a bank syndication that was led by J.P. Morgan and Wells Fargo, and a new line of credit coming out after the close as well of $100 million.
It is on an unsecured basis on that funding, and we do not expect to have any amount drawn on the line of credit, and we'll use probably $100 million off of our existing cash today at close. Expected net leverage of 1.25x immediately after the close. We anticipate that we will repay all debt as a result of this transaction within four years after close, and that the closing we expect will be within the next couple weeks, by the first of December.
A little bit about tractors. About 2,100 tractors. The average age of their fleet's about 2 years, so really good shape there. 250-ish owner-operators and 8,000 trailers. Average age of their trailer fleet's about 7 years, so a little older than the Heartland, Smith, and Millis fleet. A little longer length of haul in CFI at about 800 miles. Last year, revenue was $575 million, excluding fuel, revenue was about $477 million. Like Chris mentioned, the brands that we are retaining is CFI Truckload, CFI Temp-Control, and CFI Logistica. They are pretty much in all of the markets that we are at and all of the customers that we are at, so we mesh really well there.
Different amounts in customers, but a really good group of customers that we're picking up as well. Page six gives us the detail of, you know, where we will fit in the truckload space . We believe we'll be right around the eighth-largest truckload carrier out there. Then, when you think about, irregular route truckload carriers, we should be No. 3 behind, Knight and, Landstar. TFI basically does what we do , irregular truckload, and, they perform it well . They've won tons of awards. They've got a great number of drivers and, a great driver base, that, has worked there for a very long time. We're just really pleased to have them with us.
As we go into the network, there's a lot of terminals on here that are owned by Heartland. There's some on here that are owned by Heartland through Millis. Of course, our most recent acquisition in Roaring Spring, Pennsylvania, the Smith acquisition is included on this. The terminals that we're picking up in this particular one is Taylor, Michigan, which is up in Detroit. We're picking up Orlando, Florida, which will match really well with the driver fleet that we have down there now. We'll have over 500 drivers that live in the state of Florida. West Memphis, Arkansas is part of the transaction. Of course, Joplin, Missouri, the headquarters, Laredo, Texas, and Nuevo Laredo, Mexico, across the border there from Laredo.
That'll give us 6 more terminals, get us up to 30 and have a really nice network footprint across the United States. TFI is really between between Colorado and Ohio in the middle of the country. They do a lot of north-south up on I-35, I-55, I-25, so also I-80, I-70, and I-40. they are heavily concentrated in the middle. It really balances our network of drivers and customers out really well for us. You take a look at the tractor counts on page 8 and trailer counts like we had discussed there. Looking at revenue by segment. In Heartland, it's 100% truckload. TFI's is 8% temp control, and logistics is 6% down there in Mexico.
The pro forma on that would be at 94% of us are going to be truckload, 4% temp control, and 2% from Mexico. It's a nice commodity mix as we mix these customers up. We believe no customer will represent more than 8%. Other than one customer, they will all be under 5%. It diversifies our customer base and our freight base very well. The bottom there is the key customers. You know, one through five, we're going to be about 25% there, six through ten, 11, and all others at 64%. I'll kick it over to Chris here on the next page.
Slide 9. Right here we've got a Millis case study. When we did these acquisitions, the latest two before TFI has been Millis and Smith being the latest one as of the first of June of this year. The playbook has been let them run as their own brand. It's all about the drivers, retaining the drivers, keeping the drivers happy. What we wanted to illustrate here is what we were able to accomplish with this model of Millis, which we acquired back in August 2019. Over time, we would expect to have TFI under an 85 OR as well within 3 years. What we're showing here is that's what we did.
That is the playbook. And it worked for Millis, and we anticipate it working for Smith as well, and as well as TFI going forward. Over time, we have operations people maximizing the network every day, where holes are at, talking, filling those lanes, filling the holes, and what the trade opportunities are from any one of our customers and maximizing that. With that, we showed a 30% improvement in revenue per tractor per week on Millis over the roughly now 3 years. As of June quarter- end, we have them sub-$80 with gains and low $80s without gains. This is the playbook. It's the model that we would look to expand upon again with Smith being June 1 and now TFI closing on September 1.
Flipping over to slide 10. Through some history on Heartland. Heartland's operating cash flows. We've historically been a strong cash flow through our operations via low OR. Again, we don't anticipate this being any less of that with CFI. We'll just be on a bigger model, and historically we've been 20%, low 20% range of free cash flow or operating cash flow on our revenues. The trailing twelve months there for the revenue or the operating cash flow, This should state that it only includes Smith for one month.. On the operating ratio, you can see they're low. They're high 70s.
Now that's with the gain on our California terminal taken out that we would say is not really normal for us, and we announced that previously in our press release and our Q2 earnings results, and the gain is also down to about $73.2 million. With that, I'll flip it back over to Mike.
Key takeaways include the following. We're creating one of the top 10 truckload players and one of the top 5, one of the top three irregular-route asset-based truckload carriers in the United States, picking up CFI, which is a great truck line that's been around for many years, picking up some Mexico business, which we think will pay dividends for us going forward. Have the operating ratio below 85% for all of our 4 companies within 3 years. Our leverage is going to be about 1.25x. We plan to repay all of our transaction indebtedness within 4 years after closing, and the transaction is immediately accretive to earnings. With that, Chris has got one final slide to cover.
That just shows the reconciliation of the periods shown for adjusted OR back on slide 10. With that, we'll turn it back over to the operator and start the Q&A part of the call.
Okay, great. Good morning, Mike and Chris, and congratulations on this transaction.
Thank you, Jack. Thanks.
I guess maybe to start just to level set, you know, Chris, just kinda one question on maybe a pro forma adjusted operating ratio, just so we can understand maybe where you're starting from. The plan is to be at an 85% consolidated in three years. Pro forma where are you now? when you combine Smith with, you know, legacy Heartland plus CFI, you know, when you exclude that gain related to the terminal sale, where are you now relative to that 85?
With CFI included or without CFI?
Yeah, yeah. No, with CFI.
Yeah, with CFI.
We're trying to understand where, you know, where we are so we can know where we're going to.
Yeah. We're going to be starting probably right around that approximately 90%. I'd say CFI right now, historically, they've been low-90% range. But here in 2022, they've probably been a little higher. They're more closer to mid-90s%. They've had some things that they've digested of different business lines of TFI. They've been bringing stuff together. Now they've got to unwind it, and that put a little pressure on them as far as bringing some of these things together. So they're probably at a 95%, but it's come down a little bit from, you know, where it was. It's gotten better in the June and July timeframe. So we anticipate it to keep coming down, and as we work to maximize freight baskets and unwind some of the things.
There's quite a few things that are intertwined with the dedicated business, the U.S. logistics business, and certain shared functions, back office functions with TFI today, that over time, we will work to separate those out to get TFI back to what we would call a standalone operating business, not combined with a bunch of other things.
Okay.
We expect to get everything sub 85 within the 3-year period.
Okay. That's helpful. Thank you for that. I guess, you know, one of the things that TFI is really known for is, you know, profit improvement, cost cutting, et cetera, just like you guys are known for that as well. I guess when you think about, you know, the business that you're acquiring here, you're getting a seasoned management team, you're getting a scaled business. Obviously TFI had purchasing power, you know, given how large that they are as well. Where do you really see the biggest buckets of cost and opportunity to get you to the mid-80s% there versus, you know, the mid- to low-90% range? You know, why couldn't they do it under TFI's leadership?
Why will they be able to do it under yours, I guess?
You know, you follow TFI, I know as well, Jack, and they're certainly a great company and a great company that does many different things. You know, I think Alain Bédard would agree with me is that, and it says it in the press release, that they became a small part of a very big company. You know, the amount of focus that was put on CFI to combine, you know, Transport America and UPS and do all these things. They were doing a lot of things last year, and they did not execute well, I would say, on getting rate increases when the market was really able to get rate increases. They got some, but I think they would admit as well that they should have got more.
We certainly have a chance to improve their rates for sure. They have a lot of drop yards all over the United States that they rent. You know, Tacoma, Washington, Fontana, California, Phoenix, Arizona, Atlanta, Georgia, all places that we've already got terminals that we've invested millions of dollars in. They're big terminals. They can certainly support all the CFI trucks that we can throw at them. We're certainly going to combine a lot of that stuff. You get onto the tractor and the trailer side. You know, we think we do a really good job of buying tractors and trailers. I know what these guys have paid for in the last few years on what they paid for tractors and trailers. I think I can do better.
We've got a lot of avenues. Headcount. You know, they've got not a bad headcount, but one that I know that we can improve. You know, we'll be working on that, working on efficiencies and sharing freight and so on and so forth. I think we can just give it more attention, so to speak, than TFI was able to with all the things that they're doing. That's why we're going to be able to do it a little quicker than most.
Okay.
(cross talk)
Yeah.
Just one point to reiterate to earlier in the call, we made mention to accretive including transaction costs. We just want to be clear, accretive excluding transaction costs right away.
Okay. Thanks for that, Chris. Mike, thanks for that explanation. Think that makes sense. Then I guess last one, and I'll hand it over. You know, with the deal, you guys are getting into some new markets or maybe, you know, kind of increasing your toehold into some markets like temp controlled and cross-border. You know, Mike, I'd just be curious, you know, how are you thinking about. Are those markets that you've kind of long looked to maybe get entrance to? Are those potential growth avenues for Heartland over time? You know, it's outside your traditional.
Yeah.
core operating market.
Yeah. I'll address each one of those, Jack. You know, the Mexico portion, our board, you know, myself, our leadership team think that, you know, Mexico is probably a place to be, in the future going on, you know, with what's going on with China and parts shortages and people trying to bring stuff back to North America. We think that's good. You know, the exposure there for us is not a whole lot. I think it's 4%. It's not huge, you know, it's something that we can look at. I kind of think of it like as when we bought Millis and they had the training school, I was skeptical about the training school.
You know, over time, they showed me that you know, this thing really does work, and they know what they're doing. When I think of CFI and Mexico, they're one of the pioneers that started it way back. I got to believe that they know what they're doing. We're going to learn it and figure out if it works for us going forward. Same thing with refrigerated. We've had refrigerated in the past. We still have a little bit of it here and there. Certainly nothing that we're afraid of by any means. You know, we wanna make it operate in the eighties, which is difficult to do, but we're going to try. Again, small exposure there. If it works, it works. That'd be fantastic.
If it doesn't, then we'll just sell the reefer trailers and buy dry vans. You know, they've got a good base. They've got a good customer group in their refrigerated, so we're going to give it 100% and try and improve it and get it into the eighties.
Okay.
Just to clarify one point on the Mexico business. Currently, CFI tractors do not go into Mexico, the trailers do. There's a network of carriers that take care of all the transportation needs for the CFI Mexican business down there.
Okay. Well, thanks again for the time, guys. I appreciate it.
Thank you, Jack.
Thank you, sir.
Thank you, Jack. Our next question comes from Bert at Stifel. Bert, your line is now open.
Hey, good morning, Mike, Chris.
Hey, morning, Bert.
Morning.
Congrats on the transaction. I just wanna clarify something first, Chris. You said 90% pro forma. Is that ex gains or is that just the pure OR number?
That's going to be ex gains. If you include gains in their number today, they've sold off some excess equipment. They're down in the eighties if you include gains. Through purchase accounting and adjustments of, you know, marking the assets, to market value with all that, we've got a lot of work to do there.
Gain should be minimal going forward on that fleet because of marking all that stuff to market through purchase accounting. That's why we're talking about it actively.
Got it. Okay. Thanks, Chris. You know, one thing that stood out in the presentation you guys walked through was the length of haul. I mean, this is essentially close to double your length of haul today or thereabout. I know length of haul has been a big thing for you guys, the ability to get drivers home regularly and just, you know, thinking about the ability to do relays and sort of having the density in your markets. How should we think about this? It seems like a pretty significant change.
Yeah. Their length of haul is certainly longer and part of that is due to the Mexican business, right? They're taking stuff from Chicago or St. Louis or Minneapolis or you know, Omaha, going all the way to Laredo with it, handing it off and letting it go down to Mexico. Then you know, the product's reloaded down there, comes back to the border, and now we're going all the way back up to Chicago or you know, quite a distance. That's where that extra distance comes in, quite a bit of it. It doesn't really scare us in terms of that because we've got drop lots and terminals all along there. We can certainly relay loads like we do every day and keep the thing moving.
Probably a little bit better for us in total is to get our rate or our length of haul up a little bit and, you know, get us back around 450-550 in total is a good number.
How should we think about like you guys are in the process now of, you know, I guess this is about 2.5, 3 months or so with Smith, so that deal's pretty fresh. You essentially got to a steady state with Millis, and that seemed like a pretty good success story. How should we think about, I guess, your ability to integrate Smith and get those benefits while also doing it with the CFI? Are there complementary areas where you can, you know, I guess, synergize those two integrations? You know, you guys are talking about a, you know, 1,000 basis point move on OR, which would obviously be pretty incredible. Can you just walk us through some of the items there, I assume more revenue based?
Yeah. You know, the Smith acquisition, as we told you guys, you know, a good company just like this one, they know what they're doing, got a great driver base, need some help in areas, and we'll do the same thing with CFI. I'm sure they're going to help us in a few areas too when it comes to pricing on fuel, probably. I'm sure they've got some spots where they're just as good or better than us on fuel. You know, we're certainly going to compare prices on tractors, prices on trailers, prices on tires and so on and so forth. You know, the timing, would I have liked this to happen in 2023? Yes. You know, it wasn't going to be available in 2023.
Somebody else was going to buy this company. We've admired it for so long and you know, just know that they're really good operators, and they fit right into the Midwest where we're at. It's going to be a challenge for our management team as we go forward, but certainly something that we can handle and certainly something we'll work hard at every day. You know, when we get to three years, we'll have it under 85 and basically double the size of our company and really make some good numbers.
Thanks, Mike. Just lastly from me, on the organic side, how should we expect, I guess, the next year or so to play out? Is the focus, I assume, more on integration and sort of less on growing? Should we expect your CapEx as mainly just, you know, replacing old trucks and sort of getting all the pieces of the puzzle?
Yeah. You know, we'll certainly be focused on our driver recruiting and our Heartland new schools that we've got there in both Carlisle and Phoenix. We feel good about where we're at organically and through acquisitions here. We're in a good spot and just need time to play out and you know, get the numbers where we want them to be. Certainly know what we want to do. We certainly have a plan of what we're going to do. We just got to execute and be diligent every day.
Well, I'd add to that is CFI, what they bring in this transaction is, you know, some open trucks. At a time when we can't get our hands on some trucks or the timing and delivery of them, we have opportunities to fill some seats. We're doing on the Heartland legacy side right now, a good job of retention and hiring drivers. Not a ton of organic growth, but we're not going backwards either. You know, we'll have some opportunities with some trucks to fill the trucks, and help them out and combine our recruiting efforts on how we're recruiting them, where we're recruiting them and fill those open trucks that they have today.
Yeah, that's a good point, Chris. You know, in this unprecedented OEM market, you know, for us to pick up 8,000 trailers and pick up 22,000+ trucks, that's a huge win in this environment, you know. Because as you guys all know, going into next year, it's again, a year of allocations and being able to get your hands on the trucks that you want. These guys got fabulous trucks. They're the same exact trucks that we drive every day, and they're new. You know, so, you know, when you factor that in, I don't know what that's worth, but it's worth a lot in these markets that we're dealing with right now, is to get your hands on 8,000 trailers and two thousand tractors.
Thanks, Mike. Thanks, Bert.
Thanks, Bert.
Good morning, Brian.
Hey, good morning, guys. How are you? Thanks for taking the question.
Sure.
Wanted to just go briefly back to the CFI asset itself. I believe CFI was talking about some TMS systems and other upgrades and a few things they're working on as they're going through some of those reorganizations that you're talking about. Do you have any insight into that? Is that another area that you could perhaps standardize? Is that something that would kind of stay with whatever that company is running? Is that some other spot that you're looking at to try to drive some synergies or make it a little more consistent across the board?
Yeah, definitely an opportunity for us to get commonality among platforms. We've not made any decisions on any technology platforms as of today. We've still got to get some more information, have the deal closed, and then we'll start making those decisions as we learn more as we go. Based on what we know today, yes, there's some opportunities there to get some commonality across all companies, meaning us, Smith, Millis, and now CFI on a common platform.
Okay. Got it. That makes sense. In terms of the capital allocation and, you know, what you might be looking at to do differently when the deal closes, is there an opportunity to go back and kind of redo some of the orders? You said there's not really a lot out there and open anyway, but do you have an opportunity to leverage this not only for CFI but for the broader organization? Maybe you can talk about truck-to-trailer ratio. Do you think that has to come up a bit here with CFI, or you think that's in a good spot?
Yeah, you know, that's the whole point there, Brian, is so far, I don't know. They haven't released exactly how many trucks from either PACCAR or Freightliner or International, what's going to be the allocation for next year. Asking me what I'm going to spend on trucks, I don't know, because they don't know how many trucks they're going to allocate to each individual one yet. Now, they may have said a few things to a few carriers out there, but they're not all the way down their processes yet. Same thing with trailers. Again, a great reason why this is a bonus to us is getting our hands on 2,000 late model tractors and a whole bunch of trailers at the same time. We're going to see where it goes.
You know, I'm going to certainly try to replace the oldest stuff first that we have. Luckily, they don't have a whole lot. Luckily, Millis doesn't have a whole lot. You know, we don't have a whole lot. We'll use the build slots that we get to our best advantage, and you know, we'll update the group as we learn what we're going to have for CapEx going forward.
All right. One more for you, Mike, just on your comments on, you know, you didn't think this would be available, you know, next year at some point. Can you just give us a high-level view of what the process was? Obviously, you know these folks for a long time. CFI talked about selling this asset at some point, or at least that's what we all thought. Was this a direct deal? Was it an auction process? Anything you can offer on that I think would be helpful.
It was a direct deal. Alain Bédard and myself, you know, have been working on it, along with our team and the TFI team and the CFI team, really kind of in conjunction at the same time that we were doing the Smith one. Smith started a little bit sooner, finished a little bit sooner. CFI started a little bit later and, you know, we're three months after this one. Certainly, I wanted to execute on my chance to buy this company because I think if it would've gone out to the market, you know, it would've possibly been a different result. I'm just thrilled to be able to, you know, announce this today.
Okay. Well, thank you for the time, and good luck to you.
Yep.
Hey, thanks. Good morning, guys. Appreciate the time.
Good morning, Scott.
Can you just maybe I think you've talked about this a little bit, but you know, maybe just address how you're planning for revenue retention here, and then maybe just what you've done differently more recently with Millis than with maybe some of the prior deals like Gordon, and why that should lead to better revenue retention.
Well, I'll remind the group once again, these companies are all different, right? They're in different spots when we buy them, okay? Millis is in a good spot. Smith is in a good spot. CFI is in a good spot in terms of operating ratio. You know, when we bought Interstate, they're operating at 106 OR. We had to make a lot of changes to get that thing profitable and especially to get it to 85. You know, when we bought Gordon, they were operating at 98 or 99. We had to make a lot of changes to get these things to operate where they're supposed to operate.
These last three are in a different position than the first two we're in, and we need to and I'm sure it's going to work in these two as well.
Okay. You don't think that the 95 sort of FX gains run rate, that doesn't suggest that there's a lot of sort of culling to do?
Well, there's certainly some culling there. You know, we've got to analyze everything that they're doing, you know, and we have to improve what they're doing, especially, I don't know exactly where we're going to be at with the Mexico portion, for example. We know it's profitable, but we've got to dig in and see really how profitable it is and what we can change to make it more profitable. The refrigerated, you know, it's probably in the mid-nineties, and we wanna get it into the eighties. We'll have to adjust some things there, and we'll see how the market takes it. As you guys know, we've had operations together for two years straight here.
It's a little bit muddled right now, but you know, we're just getting through July, so I think that freight's going to pick back up again, and we'll have opportunities to raise rates, so.
Yeah, I'd say just on the OR, you know, historically, CFI has been low-90% range. I just wanna stress that this latest kind of period, say like through the first 4 months of the year, was at an elevated level. It started to come back down a little bit. They acquired a reefer carrier, D&D Sexton, at the end of 2021. That had an impact to them. At the same time, I believe it was late 2021 as well, that TFI had announced that they were merging brands and kind of consolidating some things with the old Transport America into this TFI brand name as well. There was dedicated, there was logistics and all that they were bringing together, setting up some shared services.
It put a lot of pressure on the management at CFI and the operating results reflect that a little bit in the first part of 2022. Once we start unwinding some of this stuff and getting back to allowing them to just be the pure irregular route carrier that they are, that's why we feel confident in the OR as we fix some of these things over time or unwind some of these things over time, and TFI does what they're going to do with the pieces that they retained, and we'll do what we're going to do with the pieces that we got out of this deal.
Okay, great. Just a couple just quick numbers things. Can you just maybe give some clarity, the rate on the term loan and then anything on depreciation and purchase amortization?
Well, the rate on the term loan is SOFR, the new rate replaces LIBOR. With that rate right now, we're probably looking at, you know, low fours on that. What was your second question, Scott?
Just the depreciation and purchase amortization we should be modeling.
Well, it'd be over 5 years, the amortization for the term loan.
Okay. Perfect. Thank you, guys. Appreciate the time.
Thank you, Scott.
Okay, great. Thanks, guys. Just a couple of follow-up questions. The last one is just on Scott's final question. He was asking specifically about the amortization-related expenses associated with the intangible assets. Chris, do you have any color on sort of what the D&A related to that would be?
No, we'll have to go through all of our purchase accounting. We'll have to do valuations of the intangibles, once, you know, once we close everything out. There's a whole process that we'll need to go through. There'll be carve-out audits that will be conducted. We will be filing carve-out audits of CFI, which do not exist today as it rolled up as part of TFI. Those will come down the road, and they will be filed as part of an 8-K. That'll start bringing clarity to a lot of this stuff for us, and we'll have the run rate and everything on that, and we'll be able to update that for you as we move throughout the Q3.
Okay, got it. When you talk about accretion, are you talking about accretion ex amortization of intangibles related to the deal?
Yeah, definitely transaction costs and yes.
Okay.
Including that, which will get layered in there. Obviously we're going to have, you know, interest that's going to start getting layered in there as well.
I guess one last kind of question on the financials, but excluding the amortization from the acquired intangibles, what would be the run rate D&A of the combined businesses on a pro forma basis?
Well, it's hard to answer, too, this morning because we're going to be reevaluating that equipment under purchase accounting.
Yeah.
Their depreciation methods, I will tell you that.
They have historically depreciated equipment over a longer period of time than what our historical accounting principles would say. On the tractor front, we will straight line the tractors like we have done in previous acquisitions, but then as soon as we start replacing it on the equipment we buy, it starts going in and accelerated. I'm going to tell you that the depreciation run rate, we won't know that again till we revalue all the equipment for purchase accounting, but it's probably going to be a little elevated, from what it is today, just because of the length that they depreciate it over versus how we depreciate it. We never want to find ourselves upside down on equipment.
I'm not suggesting they're upside down on their equipment because, you know, there'll be some markup of that, through purchase accounting from what we have today.
Got it. I guess the good news is you have, you know, I would think over the next couple of years, a little bit of insurance tailwind because you're leaving all the workers' comp liabilities and auto liabilities at TFI.
That's correct.
Maybe those things maybe offset each other. Okay. Got it. And then last question. I guess when we kind of think about Heartland and how you're going to report moving forward, you know, you're going to be a much bigger entity now. Is there kind of a thought that maybe you're going to be prepared to provide some more detailed, you know, reporting around your fleet, you know, your revenue per mile, revenue per truck, something like that? Because I think others, that's kind of the practice among your truckload peers. Just sort of curious if there's any plan to sort of change the way you're reporting that moving forward. Do you plan to host a conference call quarterly?
No, Jack, on the conference call, you know, we open it up to all analysts, all investors to call us when they want to call us, right? We find more value out of speaking to you or speaking to Todd or speaking to, you know, Bert on a one-on-one basis, and we can spend more time with you versus a call. I would rather do it that way. No, I don't think we're going to have a call going forward because we talk to all you guys anyway, and we'll talk to any investor that wants to call us, you know. I just think that's a better way of communicating with people than having a call.
Okay. Understood. On the reporting, any thoughts on changes there?
We'll have to see what comes up and go through all the things. Like you said, it's a four-company deal now, so you know, we'll just have to evaluate what makes the most sense and you know, work with you guys on different avenues.
Okay. All right. Thanks again for the time, guys.
You bet.
Yeah, thanks again, everyone, for joining us today. You know, I've been after this company for a long time. I, you know, sat on the sidelines and watched it get bought, you know, three times from different people. You know, when I talked to the CFI, Greg Orr and their staff, you know, it's like, "Guys, let's just be CFI and let's truck and let's do what we do best." I think they're really looking forward to it. I know we are. Thrilled to have the brand with us and, you know, basically double the size of our company overnight and have a really good platform going forward. Like we told all you guys, we're an opportunistic company. This is a great opportunity.
We're taking full advantage of it. We're taking on the most debt that we've ever taken on, for sure, but we believe it's worth it. Our board believes it's worth it. We're going to make the best out of this thing. Thank you for joining us. We will take any calls, Chris and I and Josh. If you guys want to have a follow-up call or if there's any investors on the line that would like to speak with us, more than happy to take you guys' calls. Just dial into the number and we'll get you on the list. Thank you for joining us. Appreciate it. Thanks.