Forward Air Corporation · NASDAQ:FWRD
Forward Air — Merger or Acquisition (August 2023)
24 slides from Forward Air's merger presentation, Aug 14, 2023
Slide 1: Supplemental Information on Forward Air's Acquisition of Omni Logistics
Exhibit 99.8 Supplemental Information on Forward Air’s Acquisition of Omni Logistics August 13, 2023
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform A
Slide 3: Forward-Looking Statements (Cont'd)
Forward-Looking Statements (Cont’d) • the risks associated with being a holding company with the only material assets after completion of the Proposed Acquisition being the interest in the combined business and, accordingly, dependency upon distributions from the combined business to pay taxes and o
Slide 4: Table of Contents
Table of Contents 01. Introduction to Omni 02. Strategic Rationale Financial Benefits and Value Creation 03. Transaction Structure 04. 05. Recap and Conclusion 4 4
Slide 5: Omni: Leading Logistics Provider of High-Touch, Expedited Freight
INTRODUCTION TO OMNI Omni: Leading Logistics Provider of High-Touch, Expedited Freight • Omni, headquartered in Dallas, TX, is an asset-light, high-touch logistics and supply chain management company with deep customer relationships in high growth end markets • Omni focuses on time-sensitive freight
Slide 6: Asset-Light Model Drives Attractive Financial Profile
INTRODUCTION TO OMNI Asset-Light Model Drives Attractive Financial Profile (1) (1) Adj. Revenue Adj. EBITDA Capital Expenditure (1) (1) % of Adj. Revenue Adj. EBITDA Margin ($Bn) ($MM) ($MM) ~2x ~2x 263 36 2.1 2.0 212 181 1.7 25 1.1 111 15 5 2020 2021 2022 LTM 6/30/23 2020 2021 2022 LTM 6/30/23 2020
Slide 7: Synergistic Service Offerings Feeding Forward's Expedited LTL Network
INTRODUCTION TO OMNI Synergistic Service Offerings Feeding Forward’s Expedited LTL Network 2022 Revenue Detailed Omni Service Overview LTL (35%) Truckload Brokerage 12% ✓ Partner with carriers and in-house network to provide full menu of Less-than-Truckload services, including pick-up and delivery L
Slide 8: Omni Doubles the Addressable Expedited LTL Market for Forward Air
INTRODUCTION TO OMNI Omni Doubles the Addressable Expedited LTL Market for Forward Air, and Expands Revenue Opportunity in Other Lines of Business Expedited Less-Than-Truckload Market Rationale • Total expedited less-than-truckload market size is $15Bn, and Forward Total Expedited LTL Market has ~7%
Slide 9: Blue Chip Customers with Significant Expedited LTL Spend
INTRODUCTION TO OMNI Blue Chip Customers with Significant Expedited LTL Spend Representative Blue-Chip Customer Base Omni services the global supply chains of largely North America-based customers Over 75% of Omni’s net revenue is from time critical end markets that often use premium LTL End Market
Slide 10: Omni Will Drive Volumes and Margin to Forward's Expedited LTL Network
STRATEGIC RATIONALE Omni Will Drive Volumes and Margin to Forward’s Expedited LTL Network • Expands Expedited Fright Customer Base − Forward and Omni complement each other and will be able to provide customers cost savings on moving high quality, time sensitive freight − ~35% of Omni’s business is L
Slide 11: High Certainty Cost Synergy Opportunity Will Be Executed in Near-Term
STRATEGIC RATIONALE High Certainty Cost Synergy Opportunity Will Be Executed in Near-Term Majority of synergies coming from cost synergies Synergy Key Levers Insourcing Omni's Third-Party • Moving Omni’s existing LTL freight spend through the optimized Domestic Transport Spend national Forward netwo
Slide 12: Meaningful Revenue Synergies to be Executed in Near-Term
STRATEGIC RATIONALE Meaningful Revenue Synergies to be Executed in Near-Term Revenue-Based EBITDA (1) Rationale Revenue Synergies ($50MM) (1) Synergy Phasing • 133 large (>$1MM revenue) customers Maximize value of the only national representing $540MM in collective revenue are expedited LTL network
Slide 13: Transaction Will Double Forward's Scale
FINANCIAL BENEFITS AND VALUE CREATION Transaction Will Double Forward’s Scale (1) (1) Combined Adj. Revenue Combined Adj. EBITDA ($MM) ($MM) (3) 2.1x ~610 ~3,750 2.1x 3,463 75 469 1,643 181 1,820 287 535 1,820 287 (4) (4) Forward Standalone Combined 2024E Target Forward Standalone Combined 2024E Tar
Slide 14: Substantial Value Creation for Forward Shareholders
FINANCIAL BENEFITS AND VALUE CREATION Substantial Value Creation for Forward Shareholders (1) Synergy Opportunities Represent ~$1.4 Billion of Incremental Value (3)(4) Highly Cash EPS Accretive • Highly accretive to cash EPS in 2025 when considering Cash EPS Accretion (%); Based on Projected Realize
Slide 15: Purchase Multiple in Context of Peers and Freight Cycle
FINANCIAL BENEFITS AND VALUE CREATION Purchase Multiple in Context of Peers and Freight Cycle Relevant Valuation Benchmarks are Asset-Light 3PLs and Freight Forwarders (1)(2) Omni Implied Transaction Value Enterprise Value / Adjusted EBITDA $MM, unless otherwise stated (x) 18.5x 17.9x Forward Share
Slide 16: Expect Rapid Deleveraging with Strong Cash Generation
FINANCIAL BENEFITS AND VALUE CREATION Expect Rapid Deleveraging with Strong Cash Generation (1) Net Debt / Combined Company Adj. EBITDA • Based on LTM June 30, 2023 combined company balance (x) sheet, gross leverage of ~3.5x and net leverage of ~3.3x, in 3.5x gross (1) 3.3x each case inclusive of ru
Slide 17: Omni Shareholders Rolling >90% of Their Shares into Combined Company
TRANSACTION STRUCTURE Omni Shareholders Rolling >90% of Their Shares into Combined Company Post Conversion of (1) At Close (1) Preferred Stock • Forward is acquiring 100% of Omni for cash and stock Existing Existing • Omni shareholders receive $150 million in cash (8% of consideration) and a Omni Om
Slide 18: Acquisition Accelerates Grow Forward Strategy Creating the Category Leader
RECAP AND CONCLUSION Acquisition Accelerates Grow Forward Strategy Creating the to Create a Robust Commercial Engine Category • Accelerates Forward’s category leadership in $15Bn expedited LTL market Leader in • Transaction doubles Forward’s scale • Vertical integration of Forward’s precision execut
Slide 19: Appendix
Appendix a
Slide 20: Forward Non-GAAP Reconciliation
APPENDIX Forward Non-GAAP Reconciliation 6 Months Ended 6 Months Ended 6/30/23 Revenue ($MM) FY2022 (1) 6/30/22 6/30/23 LTM GAAP Revenue 982 1,973 829 1,820 6 Months Ended 6 Months Ended 6/30/23 EBITDA Reconciliation ($MM) FY2022 (1) 6/30/22 6/30/23 LTM GAAP Net Income 98 193 56 151 Interest Expense
Slide 21: Omni Non-GAAP Reconciliation
APPENDIX Omni Non-GAAP Reconciliation 6 Months Ended 6 Months Ended 6/30/23 Revenue Reconciliation ($MM) FY2020 FY2021 FY2022 (1) 6/30/22 6/30/23 LTM GAAP Revenue 539 1,515 928 1,872 682 1,627 (5) 586 557 115 139 - 24 Pre-Acquisition Revenue and Adjustments (6) Other Normalization Revenue Adjustment
Slide 22: Combined Company Non-GAAP Reconciliations
APPENDIX Combined Company Non-GAAP Reconciliations 6/30/23 Combined Company Revenue ($MM) (1) LTM Forward GAAP Revenue 1,820 Omni Adjusted Revenue 1,643 Combined Company Adjusted Revenue (Exclusive of Synergies) 3,463 (13) 240 Run-Rate Revenue Synergy Opportunities (13) 3,703 Combined Company Adjust
Slide 23: Combined Company Non-GAAP Reconciliations (Cont'd)
APPENDIX Combined Company Non-GAAP Reconciliations (Cont’d) Combined Company Debt ($MM) 6/30/23 (14) 1,850 New Debt Financing (Giving Effect to the Closing of the Transaction and Related Financing) Forward Finance Lease Liabilities 35 Omni Finance Lease Liabilities 14 Combined Company Debt (Giving E
Slide 24: Non-GAAP Reconciliation Footnotes
APPENDIX Non-GAAP Reconciliation Footnotes 1. June 30, 2023 LTM figures calculated as (i) such figures for the fiscal year 9. Omni Fair Value Adjustment of Contingent Consideration – represents removal ended December 31, 2022 plus (ii) such figures for the six months ended June of fair value adjustm