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    Forward Air Corporation Reports First Quarter 2025 Results

    5/7/25 4:01:00 PM ET
    $FWRD
    Oil Refining/Marketing
    Consumer Discretionary
    Get the next $FWRD alert in real time by email

    Consolidated Financial Results Improved Year-Over-Year

    Operational Execution Leads to Sequential Pricing and Margin Improvement at the Expedited Freight Segment

    Strong Liquidity Position Increased to $393 Million

    Forward Air Corporation (NASDAQ:FWRD) (the "Company", "Forward", "we", "our", or "us") today reported financial results for the three months ended March 31, 2025 as presented in the tables below.

    "Our team made progress in the first quarter by focusing our efforts on meeting customers' needs with award-winning service and solid operational execution," said Shawn Stewart, Chief Executive Officer. "I am proud of our team's ability to manage through a backdrop of economic and tariff uncertainty. Income from operations improved by $70 million and Consolidated EBITDA improved by $6 million compared to a year ago."

    "An area of emphasis has been improving pricing at the Expedited Freight segment. We began taking corrective actions late last year and finished implementing the strategy in February. The preliminary pricing results are meeting internal expectations with first quarter revenue per hundredweight, excluding fuel surcharge, up 4.3 percent compared to the fourth quarter 2024, and up 2.5 percent compared to a year ago. The segment's reported EBITDA margin in the first quarter was 10.4 percent, a nearly a 400-basis point sequential improvement compared to the fourth quarter 2024. We continue to keep our focus on the customer, execute our strategy, grow the company and enhance shareholder value," concluded Stewart.

    Jamie Pierson, Chief Financial Officer added, "For the first quarter 2025, we reported consolidated revenue of $613 million compared to $542 million a year ago. Income from operations improved to $5 million compared to a $66 million loss from operations last year. For year-over-year comparison purposes the Omni acquisition closed on January 25, 2024 so the prior year numbers do not include the first 24 days of Omni's results for that year.

    "For the first quarter, Consolidated EBITDA ("Consolidated EBITDA"), a non-GAAP measure calculated pursuant to our Senior Secured Term Loan Credit Agreement (the "Credit Agreement"), was $69 million. The last twelve months Consolidated EBITDA as of March 31, 2025, was $313 million, which resulted in an approximate $66 million cushion per the terms of the Credit Agreement's consolidated first lien net leverage ratio covenant."

    "Liquidity at the end of the first quarter was $393 million compared to $382 million at the end of the fourth quarter 2024. The increase was driven by operating cash flow partially offset by interest payments and transaction and integration professional fees. I am pleased with the cash flow performance in the first quarter and with the increase in liquidity to nearly $400 million," concluded Pierson.

     

     

    Three Months Ended

     

    (in thousands, except per share data)

     

    March 31, 2025

     

    March 31, 2024

     

    Change

     

    Percent Change

    Operating revenue

     

    $

    613,281

     

     

    $

    541,813

     

     

    $

    71,468

     

    13.2

    %

    Income (loss) from operations

     

    $

    4,763

     

     

    $

    (65,732

    )

     

    $

    70,495

     

    107.2

    %

    Operating margin

     

     

    0.8

    %

     

     

    (12.1

    )%

     

    1,290 bps

    Net loss

     

    $

    (61,191

    )

     

    $

    (88,794

    )

     

    $

    27,603

     

    31.1

    %

    Net loss per basic and diluted share

     

    $

    (1.68

    )

     

    $

    (2.81

    )

     

    $

    1.13

     

    40.2

    %

    Cash provided (used in) by operating activities

     

    $

    27,615

     

     

    $

    (51,719

    )

     

    $

    79,334

     

    153.4

    %

     

     

     

     

     

     

     

     

     

    Non-GAAP Financial Measures: 1

     

     

     

     

     

     

     

     

    Consolidated EBITDA

     

    $

    68,959

     

     

    $

    63,360

     

     

    $

    5,599

     

    8.8

    %

    Free cash flow

     

    $

    16,400

     

     

    $

    (55,840

    )

     

    $

    72,240

     

    129.4

    %

     

     

     

     

     

     

     

     

     

    1 Reconciliation of these non-GAAP financial measures are provided in the financial tables below.

     

     

     

     

     

     

     

     

     

    Review of Financial Results

    Forward will hold a conference call to discuss first quarter 2025 results on Wednesday, May 7, 2025 at 4:30 p.m. ET. The Company's conference call will be available online on the Investor Relations portion of the Company's website at ir.forwardaircorp.com, or by dialing (800) 267-6316, Access Code: FWRDQ125.

    A replay of the conference call will be available on the Investor Relations portion of the Company's website at www.forwardaircorp.com, which we use as a primary mechanism to communicate with our investors. Investors are urged to monitor the Investor Relations portion of the Company's website to easily find or navigate to current and pertinent information about us.

    About Forward Air Corporation

    Forward is a leading asset-light provider of transportation services across the United States, Canada and Mexico. We provide expedited less-than-truckload services, including local pick-up and delivery, shipment consolidation/deconsolidation, warehousing, and customs brokerage by utilizing a comprehensive national network of terminals. In addition, we offer truckload brokerage services, including dedicated fleet services, and intermodal, first- and last-mile, high-value drayage services, both to and from seaports and railheads, dedicated contract and Container Freight Station warehouse and handling services. Forward also operates a full portfolio of multimodal solutions, both domestically and internationally, via Omni Logistics. Omni Logistics is a global provider of air, ocean and ground services for mission-critical freight. We are more than a transportation company. Forward is a single resource for your shipping needs. For more information, visit our website at www.forwardaircorp.com.

    Forward Air Corporation

    Condensed Consolidated Statements of Comprehensive Loss

    (Unaudited, in thousands, except per share data)

     

     

     

     

     

     

    Three Months Ended

     

    March 31, 2025

     

    March 31, 2024

    Operating revenues:

     

     

     

    Expedited Freight

    $

    249,381

     

     

    $

    273,295

     

    Omni Logistics

     

    323,470

     

     

     

    224,838

     

    Intermodal

     

    62,492

     

     

     

    56,292

     

    Corporate

     

    142

     

     

     

    —

     

    Eliminations and other operations

     

    (22,204

    )

     

     

    (12,612

    )

    Operating revenues

     

    613,281

     

     

     

    541,813

     

    Operating expenses:

     

     

     

    Purchased transportation

     

    304,262

     

     

     

    277,015

     

    Salaries, wages and employee benefits

     

    141,915

     

     

     

    128,867

     

    Operating leases

     

    48,792

     

     

     

    38,803

     

    Depreciation and amortization

     

    37,360

     

     

     

    31,786

     

    Insurance and claims

     

    15,007

     

     

     

    12,881

     

    Fuel expense

     

    5,649

     

     

     

    5,246

     

    Other operating expenses

     

    55,533

     

     

     

    112,947

     

    Total operating expenses

     

    608,518

     

     

     

    607,545

     

    Income (loss) from operations:

     

     

     

    Expedited Freight

     

    15,634

     

     

     

    19,498

     

    Omni Logistics

     

    3,375

     

     

     

    (28,585

    )

    Intermodal

     

    5,542

     

     

     

    3,586

     

    Other Operations

     

    (19,788

    )

     

     

    (60,231

    )

    Income (loss) from operations

     

    4,763

     

     

     

    (65,732

    )

    Other expense:

     

     

     

    Interest expense, net

     

    (45,547

    )

     

     

    (40,753

    )

    Foreign exchange loss

     

    (922

    )

     

     

    (668

    )

    Other income, net

     

    104

     

     

     

    9

     

    Total other expense

     

    (46,365

    )

     

     

    (41,412

    )

    Net loss before income taxes

     

    (41,602

    )

     

     

    (107,144

    )

    Income tax (benefit) expense

     

    19,589

     

     

     

    (18,350

    )

    Net loss

     

    (61,191

    )

     

     

    (88,794

    )

    Net loss attributable to non-controlling interest

     

    (10,554

    )

     

     

    (27,082

    )

    Net loss attributable to Forward Air

    $

    (50,637

    )

     

    $

    (61,712

    )

     

     

     

     

    Basic and diluted loss per share attributable to Forward Air

    $

    (1.68

    )

     

    $

    (2.81

    )

     

     

     

     

    Net loss

    $

    (61,191

    )

     

    $

    (88,794

    )

    Other comprehensive income (loss):

     

     

     

    Foreign currency translation adjustments

     

    265

     

     

     

    (151

    )

    Comprehensive loss

     

    (60,926

    )

     

     

    (88,945

    )

    Comprehensive loss attributable to non-controlling interest

     

    (10,554

    )

     

     

    (27,082

    )

    Comprehensive loss attributable to Forward Air

    $

    (50,372

    )

     

    $

    (61,863

    )

    Expedited Freight Segment Information

    (In thousands)

    (Unaudited)

     

     

     

     

     

     

     

     

     

     

     

     

     

    Three Months Ended

     

    March 31, 2025

     

    Percent of

    Revenue

     

    March 31, 2024

     

    Percent of

    Revenue

     

    Change

     

    Percent

    Change

    Operating revenues:

     

     

     

     

     

     

     

     

     

     

     

    Network 1

    $

    190,162

     

    76.3

    %

     

    $

    214,493

     

    78.5

    %

     

    $

    (24,331

    )

     

    (11.3

    )%

    Truckload

     

    39,255

     

    15.7

     

     

     

    37,055

     

    13.6

     

     

     

    2,200

     

     

    5.9

     

    Other

     

    19,964

     

    8.0

     

     

     

    21,747

     

    7.9

     

     

     

    (1,783

    )

     

    (8.2

    )

    Total operating revenues

     

    249,381

     

    100.0

     

     

     

    273,295

     

    100.0

     

     

     

    (23,914

    )

     

    (8.8

    )

     

     

     

     

     

     

     

     

     

     

     

     

    Operating expenses:

     

     

     

     

     

     

     

     

     

     

     

    Purchased transportation

     

    120,680

     

    48.4

     

     

     

    127,760

     

    46.7

     

     

     

    (7,080

    )

     

    (5.5

    )

    Salaries, wages and employee benefits

     

    52,577

     

    21.1

     

     

     

    62,553

     

    22.9

     

     

     

    (9,976

    )

     

    (15.9

    )

    Operating leases

     

    15,433

     

    6.2

     

     

     

    14,982

     

    5.5

     

     

     

    451

     

     

    3.0

     

    Depreciation and amortization

     

    10,379

     

    4.2

     

     

     

    10,290

     

    3.8

     

     

     

    89

     

     

    0.9

     

    Insurance and claims

     

    10,308

     

    4.1

     

     

     

    10,652

     

    3.9

     

     

     

    (344

    )

     

    (3.2

    )

    Fuel expense

     

    2,471

     

    1.0

     

     

     

    2,581

     

    0.9

     

     

     

    (110

    )

     

    (4.3

    )

    Other operating expenses

     

    21,899

     

    8.7

     

     

     

    24,979

     

    9.2

     

     

     

    (3,080

    )

     

    (12.3

    )

    Total operating expenses

     

    233,747

     

    93.7

     

     

     

    253,797

     

    92.9

     

     

     

    (20,050

    )

     

    (7.9

    )

    Income from operations

    $

    15,634

     

    6.3

    %

     

    $

    19,498

     

    7.1

    %

     

    $

    (3,864

    )

     

    (19.8

    )%

     

     

     

     

     

     

     

     

     

     

     

     

    1 Network revenue is comprised of all revenue, including linehaul, pickup and/or delivery, and fuel surcharge revenue, excluding accessorial and Truckload revenue.

    Expedited Freight Operating Statistics

     

     

     

    Three Months Ended

     

    March 31, 2025

     

    March 31, 2024

     

    Percent Change

     

     

     

     

     

     

    Business days

     

    63

     

     

    64

     

    (1.6

    )%

     

     

     

     

     

     

    Tonnage 1,2

     

     

     

     

     

    Total pounds

     

    610,635

     

     

    684,995

     

    (10.9

    )

    Pounds per day

     

    9,693

     

     

    10,703

     

    (9.4

    )

     

     

     

     

     

     

    Shipments 1,2

     

     

     

     

     

    Total shipments

     

    727

     

     

    828

     

    (12.2

    )

    Shipments per day

     

    11.5

     

     

    12.9

     

    (10.9

    )

     

     

     

     

     

     

    Weight per shipment

     

    840

     

     

    827

     

    1.6

     

     

     

     

     

     

     

    Revenue per hundredweight 3

    $

    31.19

     

    $

    31.32

     

    (0.4

    )

    Revenue per hundredweight, ex fuel 3

    $

    24.76

     

    $

    24.15

     

    2.5

     

     

     

     

     

     

     

    Revenue per shipment 3

    $

    262.04

     

    $

    259.14

     

    1.1

     

    Revenue per shipment, ex fuel 3

    $

    208.03

     

    $

    199.78

     

    4.1

     

     

     

     

     

     

     

    1 In thousands

    2 Excludes accessorial and Truckload and products

    3 Includes intercompany revenue between the Network and Truckload revenue streams

    Omni Logistics Segment Information

    (In thousands)

    (Unaudited)

     

     

     

     

     

     

     

     

     

     

     

     

     

    Three Months Ended

     

    March 31,

    2025

     

    Percent of

    Revenue

     

    March 31,

    2024

     

    Percent of

    Revenue

     

    Change

     

    Percent

    Change

    Operating revenue

    $

    323,470

     

    100.0

    %

     

    $

    224,838

     

     

    100.0

    %

     

    $

    98,632

     

    43.9

    %

     

     

     

     

     

     

     

     

     

     

     

     

    Operating expenses:

     

     

     

     

     

     

     

     

     

     

     

    Purchased transportation

     

    185,734

     

    57.4

     

     

     

    144,424

     

     

    64.2

     

     

     

    41,310

     

    28.6

     

    Salaries, wages and employee benefits

     

    56,783

     

    17.6

     

     

     

    48,775

     

     

    21.7

     

     

     

    8,008

     

    16.4

     

    Operating leases

     

    27,090

     

    8.4

     

     

     

    19,127

     

     

    8.5

     

     

     

    7,963

     

    41.6

     

    Depreciation and amortization

     

    22,230

     

    6.9

     

     

     

    16,869

     

     

    7.5

     

     

     

    5,361

     

    31.8

     

    Insurance and claims

     

    2,615

     

    0.8

     

     

     

    2,053

     

     

    0.9

     

     

     

    562

     

    27.4

     

    Fuel expense

     

    1,017

     

    0.3

     

     

     

    304

     

     

    0.1

     

     

     

    713

     

    234.5

     

    Other operating expenses

     

    24,626

     

    7.6

     

     

     

    21,871

     

     

    9.8

     

     

     

    2,755

     

    12.6

     

    Total operating expenses

     

    320,095

     

    99.0

     

     

     

    253,423

     

     

    112.7

     

     

     

    66,672

     

    26.3

     

    Income (loss) from operations

    $

    3,375

     

    1.0

    %

     

    $

    (28,585

    )

     

    (12.7

    )%

     

    $

    31,960

     

    111.8

    %

     

     

     

     

     

     

     

     

     

     

     

     

    Intermodal Segment Information

    (In thousands)

    (Unaudited)

     

     

     

     

     

     

     

     

     

     

     

     

     

    Three Months Ended

     

    March 31,

    2025

     

    Percent of

    Revenue

     

    March 31,

    2024

     

    Percent of

    Revenue

     

    Change

     

    Percent

    Change

    Operating revenue

    $

    62,492

     

    100.0

    %

     

    $

    56,292

     

    100.0

    %

     

    $

    6,200

     

     

    11.0

    %

     

     

     

     

     

     

     

     

     

     

     

     

    Operating expenses:

     

     

     

     

     

     

     

     

     

     

     

    Purchased transportation

     

    20,176

     

    32.3

     

     

     

    17,443

     

    31.0

     

     

     

    2,733

     

     

    15.7

     

    Salaries, wages and employee benefits

     

    15,931

     

    25.5

     

     

     

    15,082

     

    26.8

     

     

     

    849

     

     

    5.6

     

    Operating leases

     

    5,778

     

    9.2

     

     

     

    4,692

     

    8.3

     

     

     

    1,086

     

     

    23.1

     

    Depreciation and amortization

     

    4,720

     

    7.6

     

     

     

    4,627

     

    8.2

     

     

     

    93

     

     

    2.0

     

    Insurance and claims

     

    2,791

     

    4.5

     

     

     

    2,606

     

    4.6

     

     

     

    185

     

     

    7.1

     

    Fuel expense

     

    2,155

     

    3.4

     

     

     

    2,361

     

    4.2

     

     

     

    (206

    )

     

    (8.7

    )

    Other operating expenses

     

    5,399

     

    8.6

     

     

     

    5,895

     

    10.5

     

     

     

    (496

    )

     

    (8.4

    )

    Total operating expenses

     

    56,950

     

    91.1

     

     

     

    52,706

     

    93.6

     

     

     

    4,244

     

     

    8.1

     

    Income from operations

    $

    5,542

     

    8.9

    %

     

    $

    3,586

     

    6.4

    %

     

    $

    1,956

     

     

    54.5

    %

     

     

     

     

     

     

     

     

     

     

     

     

    Intermodal Operating Statistics

     

     

     

    Three Months Ended

     

    March 31, 2025

     

    March 31, 2024

     

    Percent Change

    Drayage shipments

     

    64,449

     

     

    62,659

     

    2.9

    %

    Drayage revenue per shipment

    $

    883

     

    $

    822

     

    7.4

    %

    Forward Air Corporation

    Condensed Consolidated Balance Sheets

    (In thousands)

    (Unaudited)

     

    March 31, 2025

     

    December 31, 2024

    Assets

     

     

     

    Current assets:

     

     

     

    Cash and cash equivalents

    $

    116,311

     

     

    $

    104,903

     

    Restricted cash and restricted cash equivalents

     

    363

     

     

     

    363

     

    Accounts receivable, less allowance of $3,264 in 2025 and $3,269 in 2024

     

    336,398

     

     

     

    322,291

     

    Prepaid expenses

     

    29,398

     

     

     

    29,053

     

    Other current assets

     

    10,895

     

     

     

    15,890

     

    Total current assets

     

    493,365

     

     

     

    472,500

     

     

     

     

     

    Property and equipment, net of accumulated depreciation and amortization of $302,998 in 2025 and $292,855 in 2024

     

    331,208

     

     

     

    326,188

     

    Operating lease right-of-use assets

     

    408,642

     

     

     

    410,084

     

    Goodwill

     

    522,712

     

     

     

    522,712

     

    Other acquired intangibles, net of accumulated amortization of $235,999 in 2025 and $212,905 in 2024

     

    976,122

     

     

     

    999,216

     

    Other long term assets

     

    71,793

     

     

     

    71,941

     

    Total assets

    $

    2,803,842

     

     

    $

    2,802,641

     

     

     

     

     

    Liabilities and Shareholders' Equity

     

     

     

    Current liabilities:

     

     

     

    Accounts payable

    $

    111,510

     

     

    $

    105,692

     

    Accrued expenses

     

    143,533

     

     

     

    119,836

     

    Other current liabilities

     

    68,197

     

     

     

    45,148

     

    Current portion of debt and finance lease obligations

     

    17,446

     

     

     

    16,930

     

    Current portion of operating lease liabilities

     

    97,578

     

     

     

    96,440

     

    Total current liabilities

     

    438,264

     

     

     

    384,046

     

     

     

     

     

    Finance lease obligations, less current portion

     

    34,332

     

     

     

    30,858

     

    Long-term debt, less current portion

     

    1,678,647

     

     

     

    1,675,930

     

    Liabilities under tax receivable agreement

     

    13,295

     

     

     

    13,295

     

    Operating lease liabilities, less current portion

     

    324,957

     

     

     

    325,640

     

    Other long-term liabilities

     

    52,164

     

     

     

    48,835

     

    Deferred income taxes

     

    35,177

     

     

     

    38,169

     

     

     

     

     

    Shareholders' equity:

     

     

     

    Preferred stock, $0.01 par value: Authorized shares - 5,000,000; no shares issued or outstanding in 2025 and 2024

     

    —

     

     

     

    —

     

    Preferred stock, Class B, $0.01 par value: Authorized shares - 15,000; issued and outstanding shares - 9,511 in 2025 and 10,088 in 2024

     

    —

     

     

     

    —

     

    Common stock, $0.01 par value: Authorized shares - 50,699,707; issued and outstanding shares - 30,413,067 in 2025 and 29,761,197 in 2024

     

    304

     

     

     

    298

     

    Additional paid-in capital

     

    546,556

     

     

     

    542,392

     

    Accumulated deficit

     

    (389,759

    )

     

     

    (338,230

    )

    Accumulated other comprehensive loss

     

    (2,467

    )

     

     

    (2,732

    )

    Total Forward Air shareholders' equity

     

    154,634

     

     

     

    201,728

     

    Noncontrolling interest

     

    72,372

     

     

     

    84,140

     

    Total shareholders' equity

     

    227,006

     

     

     

    285,868

     

    Total liabilities and shareholders' equity

    $

    2,803,842

     

     

    $

    2,802,641

     

    Forward Air Corporation

    Condensed Consolidated Statements of Cash Flows

    (In thousands)

    (Unaudited)

     

    Three Months Ended

     

    March 31, 2025

     

    March 31, 2024

    Operating activities:

     

     

     

    Net loss

    $

    (61,191

    )

     

    $

    (88,794

    )

    Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

     

     

     

    Depreciation and amortization

     

    37,360

     

     

     

    31,786

     

    Share-based compensation expense

     

    2,958

     

     

     

    1,567

     

    Provision for revenue adjustments

     

    647

     

     

     

    1,038

     

    Deferred income tax expense (benefit)

     

    (2,792

    )

     

     

    2,945

     

    Other

     

    3,799

     

     

     

    4,169

     

    Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses:

     

     

     

    Accounts receivable

     

    (21,145

    )

     

     

    (20,495

    )

    Other receivables

     

    (434

    )

     

     

    5,367

     

    Other current and noncurrent assets

     

    767

     

     

     

    (7,104

    )

    Accounts payable and accrued expenses

     

    67,646

     

     

     

    17,802

     

    Net cash provided by (used in) operating activities

     

    27,615

     

     

     

    (51,719

    )

     

     

     

     

    Investing activities:

     

     

     

    Proceeds from sale of property and equipment

     

    691

     

     

     

    849

     

    Purchases of property and equipment

     

    (11,906

    )

     

     

    (4,970

    )

    Purchases of a business, net of cash acquired

     

    —

     

     

     

    (1,565,242

    )

    Other

     

    (24

    )

     

     

    (89

    )

    Net cash used in investing activities

     

    (11,239

    )

     

     

    (1,569,452

    )

     

     

     

     

    Financing activities:

     

     

     

    Repayments of finance lease obligations

     

    (4,431

    )

     

     

    (4,562

    )

    Proceeds from credit facility

     

    25,000

     

     

     

    —

     

    Payments on credit facility

     

    (25,000

    )

     

     

    (80,000

    )

    Payment of debt issuance costs

     

    —

     

     

     

    (60,591

    )

    Payment of earn-out liability

     

    —

     

     

     

    (12,247

    )

    Payment of minimum tax withholdings on share-based awards

     

    (894

    )

     

     

    (1,326

    )

    Net cash used in financing activities

     

    (5,325

    )

     

     

    (158,726

    )

    Effect of exchange rate changes on cash

     

    357

     

     

     

    94

     

    Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents

     

    11,408

     

     

     

    (1,779,803

    )

    Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period

     

    105,266

     

     

     

    1,952,073

     

    Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period

    $

    116,674

     

     

    $

    172,270

     

     

     

     

     

    Forward Air Corporation Reconciliation of Non-GAAP Financial Measures

    In this press release, the Company includes financial measures that are derived on the basis of methodologies other than in accordance with accounting principles generally accepted in the United States (GAAP). The Company believes that meaningful analysis of its financial performance requires an understanding of the factors underlying that performance, including an understanding of items that are non-operational. Management uses these non-GAAP financial measures in making financial, operating, compensation and planning decisions as well as evaluating the Company's performance.

    For the three months ended March 31, 2025 and 2024, this press release contains the following non-GAAP financial measures: Consolidated EBITDA, Reported EBITDA and free cash flow.

    All non-GAAP financial measures are presented on a continuing operations basis.

    The Company believes that Consolidated EBITDA and Reported EBITDA improves comparability from period to period by removing the impact of its capital structure (interest and financing expenses), asset base (depreciation and amortization) and tax impacts. The Company believes that free cash flow is an important measure of its ability to repay maturing debt or fund other uses of capital that it believes will enhance shareholder value.

    The Company is also providing Consolidated EBITDA calculated in accordance with our credit agreement as we believe it provides investors with important information regarding our financial condition and compliance with our obligations under our credit agreement.

    Non-GAAP financial measures should be viewed in addition to, and not as an alternative to or substitute for, the Company's financial results prepared in accordance with GAAP. The Company has included, for the periods indicated, a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure. Investors and other readers are encouraged to review the related U.S. GAAP financial measures and the reconciliations of the non-GAAP measures to their most directly comparable U.S. GAAP measures set forth below.

    The following is a reconciliation of net income to Consolidated EBITDA for the three months ended March 31, 2025 and 2024 (in thousands):

     

     

    Three Months Ended

     

     

    March 31, 2025

     

    March 31, 2024

    Net (loss) income

     

    $

    (61,191

    )

     

    $

    (88,794

    )

    Interest expense

     

     

    45,547

     

     

     

    40,753

     

    Income tax (benefit) expense

     

     

    19,589

     

     

     

    (18,350

    )

    Depreciation and amortization

     

     

    37,360

     

     

     

    31,786

     

    Reported EBITDA

     

     

    41,305

     

     

     

    (34,605

    )

    Transaction and integration costs

     

     

    13,926

     

     

     

    61,924

     

    Severance costs

     

     

    1,574

     

     

     

    7,556

     

    Optimization project costs

     

     

    1,031

     

     

     

    —

     

    Pro forma synergies

     

     

    —

     

     

     

    10,507

     

    Pro forma savings

     

     

    —

     

     

     

    11,447

     

    Other

     

     

    11,123

     

     

     

    6,531

     

    Consolidated EBITDA

     

    $

    68,959

     

     

    $

    63,360

     

    The following is a reconciliation of net cash provided by operating activities to free cash flow for the three months ended March 31, 2025 and 2024 (in thousands):

     

     

    Three Months Ended

     

     

    March 31, 2025

     

    March 31, 2024

    Net cash provided by (used in) operating activities

     

    $

    27,615

     

     

    $

    (51,719

    )

    Proceeds from sale of property and equipment

     

     

    691

     

     

     

    849

     

    Purchases of property and equipment

     

     

    (11,906

    )

     

     

    (4,970

    )

    Free cash flow

     

    $

    16,400

     

     

    $

    (55,840

    )

    Note Regarding Forward-Looking Statements

    This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Forward-looking statements included in this press release relate to the Company's expectations for long-term growth; ability to achieve and expand synergistic service offerings; expectations regarding the corrective pricing actions that the Company has taken as well as the impact that may have on the business and the Company's expectations regarding the Company's financial performance, including Consolidated EBITDA, and the impact it may have on the business and results of operations.

    Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. The following is a list of factors, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements: economic factors such as recessions, inflation, higher interest rates and downturns in customer business cycles, the Company's ability to achieve the expected strategic, financial and other benefits of the acquisition of Omni Logistics, the risk that the businesses will not be integrated successfully or that integration may be more difficult, time-consuming or costly than expected, the risk that operating costs, customer loss, management and employee retention and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) as a result of the acquisition of Omni Logistics may be greater than expected, continued weakening of the freight environment, future debt and financing levels, our ability to deleverage, including, without limitation, through capital allocation or divestitures of non-core businesses, our ability to secure terminal facilities in desirable locations at reasonable rates, more limited liquidity than expected which limits our ability to make key investments, the creditworthiness of our customers and their ability to pay for services rendered, our inability to maintain our historical growth rate because of a decreased volume of freight or decreased average revenue per pound of freight moving through our network, the availability and compensation of qualified Leased Capacity Providers and freight handlers as well as contracted, third-party carriers needed to serve our customers' transportation needs, our inability to manage our information systems and inability of our information systems to handle an increased volume of freight moving through our network, the occurrence of cybersecurity risks and events, market acceptance of our service offerings, claims for property damage, personal injuries or workers' compensation, enforcement of and changes in governmental regulations, environmental, tax, insurance and accounting matters, the handling of hazardous materials, changes in fuel prices, loss of a major customer, increasing competition, and pricing pressure, our dependence on our senior management team and the potential effects of changes in employee status, seasonal trends, the occurrence of certain weather events, restrictions in our charter and bylaws and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2024, and as may be identified in our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

    We caution readers that any forward-looking statement made by us in this press release is based only on information currently available to us and they should not place undue reliance on these forward-looking statements, which reflect management's opinion as of the date on which it is made. We undertake no obligation to publicly update any forward- looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise unless required by law.

    View source version on businesswire.com: https://www.businesswire.com/news/home/20250507643139/en/

    Forward Air Corporation

    Investors:

    Tony Carreño

    [email protected]

    Media:

    Justin Moss

    (404) 362-8933

    [email protected]

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