8-K
FORWARD AIR CORP (FWRD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
______________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2025
FORWARD AIR CORPORATION
(Exact name of registrant as specified in its charter)
| TN | 62-1120025 | |||||
|---|---|---|---|---|---|---|
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |||||
| 1915 Snapps Ferry Road | Building N | Greeneville | TN | 37745 | ||
| (Address of principal executive offices) | (Zip Code) | 000-22490 | ||||
| --- | ||||||
| (Commission File Number) |
Registrant's telephone number, including area code: (423) 636-7000
| Not Applicable |
|---|
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | FWRD | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
SECTION 2. FINANCIAL INFORMATION.
Item 2.02. Results of Operations and Financial Condition.
On May 7, 2025, Forward Air Corporation (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2025. On May 7, 2025, the Company also posted an earnings presentation on the Company’s Investor Relations website at ir.forwardaircorp.com.
The information furnished under this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished as part of this Report.
| No. | Exhibit | |
|---|---|---|
| 99.1 | Press Release of Forward Air Corporation, dated May 7, 2025 | |
| 99.2 | Forward Air Q1 2025 Earnings and Business Update Presentation Slides | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FORWARD AIR CORPORATION | ||
|---|---|---|
| Date: May 7, 2025 | By: | /s/ Jamie Pierson |
| Jamie Pierson<br>Chief Financial Officer |
Document
NEWS RELEASE
FORWARD AIR CORPORATION REPORTS FIRST QUARTER 2025 RESULTS
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
GREENEVILLE, Tenn.- (BUSINESS WIRE) - May 7, 2025 - 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.
Contact: Forward Air Corporation
Investors: Media:
Tony Carreño Justin Moss
investorrelations@forwardair.com (404) 362-8933
jmoss@forwardair.com
12
fwrd1q25earningspresenta
Forward Air Corporation Earnings Presentation 1Q25 May 7, 2025
E a r n i n g s P r e s e n t a t i o n Statements & Disclaimers Forward Looking Statements This presentation 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 presentation relate to expectations regarding customer demand for services of Forward Air Corporation (“Forward”, “we” or “us”) as well as expectations regarding the freight market; ability to achieve and the timing of capturing the intended benefits of the acquisition of Omni, including any revenue and cost synergies, including the streamlining of duplicative internal systems; projections with respect to revenue growth following the realization of such synergies; beliefs regarding customer retention, growth, pricing and customer retention drivers; plans to transition to financial reporting by product and service, consisting of ground, intermodal, air and ocean, and warehousing and value-added services; estimates regarding the geographic breakdown of our revenue; beliefs regarding cross-selling opportunities and resulting effects on growth; expectations and beliefs regarding the strategic alternative process; beliefs regarding the impact of tariffs and their potential effects on consumer confidence and downstream and volumes; plans regarding our transformation strategy, including with respect to cost synergies, cross-selling services, consolidation of back office and corporate support and our ongoing review of strategic alternatives; ability of Forward to identify opportunities to dispose of any non-core assets; and expectations regarding Forward's ability to execute on its plan to integrate Omni Logistics, remain focused on the consumer and grow the Company to generate long-term value for shareholders. 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 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 timing of our review of any strategic alternatives; whether we will be able to identify or develop any strategic alternatives to its strategic plan as a standalone company; our ability to execute on material aspects of any strategic alternatives that are identified and pursued; whether we can achieve the potential benefits of any strategic alternatives or our strategic plan as a standalone company, our ability to achieve the expected strategic, financial and other benefits of the acquisition of Omni Logistics, including the realization of expected synergies and the achievement of deleveraging targets within the expected timeframes or at all, 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, evolving macroeconomic factors, including the imposition of additional tariffs, potential escalation from trading partners, the uncertainty surrounding trade policy, including the extent to which increased tariffs will affect our operations and strategic plan, and our limited visibility into the impact of tariffs on third-party shipments, 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 presentation 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. Non-GAAP Measures To supplement the financial measures prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), we have included Consolidated EBITDA, Consolidated EBITDA Margin %, Net Leverage Ratio, Net Debt, Reported EBITDA, Reported EBITDA Margin %, LTM Reported EBITDA, LTM Reported EBITDA Margin, Unlevered Free Cash Flow, Operating Cash Flow, Excluding Impairment of Goodwill, each a non-GAAP financial measure (each, a “Non-GAAP Measure”), in this presentation. The reconciliation of each Non-GAAP Measure to the most directly comparable financial measure calculated and presented in accordance with GAAP can be found in the Appendix to this presentation. Because each Non-GAAP Measure excludes certain items as described herein, it may not be indicative of the results that Forward expects to recognize for future periods. As a result, each Non-GAAP Measure should be considered in addition to, and not a substitute for, financial information prepared in accordance with GAAP. The Company is also providing Consolidated EBITDA, Liquidity, and Net Leverage Ratio calculated in accordance with Forward’s credit agreement as we believe it provides investors with important information regarding our liquidity, financial condition and compliance with our obligations under our credit agreement. 2
01 Combined Overview 02 1Q25 Results 03 Liquidity, Leverage and Cash Flow 04 Investment Rationale 05 Closing Summary 06 Appendix E a r n i n g s P r e s e n t a t i o n Agenda 3
E a r n i n g s P r e s e n t a t i o n Combined Overview 4
C o m b i n e d O v e r v i e w Who We Are: A Story of Transformation and Excellence Our Heritage Forward Air's revolutionary expedited ground freight network, established in 1981, and Omni’s innovative logistics solutions, founded in 2000, represent decades of excellence in logistics innovation. Our Combined Strength Together, we have created a logistics powerhouse that combines Forward Air's robust North American LTL network with Omni's global logistics solutions, delivering unprecedented value and capabilities to our customers. Our Future This strategic union positions us as a leading force in global logistics, offering comprehensive solutions that span continents and streamline supply chains. 5
C o m b i n e d O v e r v i e w By the Numbers $2.5B FY 2024 Revenue $308M FY 2024 CEBITDA1 6K+ Total Employees 2K Freight Handlers2 4M+ Total Shipments3 0.1% Claims Ratio4 250+ Global Facilities 21 Countries 6 1. Consolidated EBITDA (“CEBITDA”). Reconciliation of Non-GAAP financial measures available in the Appendix. 2. Freight handlers included in Total Employees. 3. Total Ground, Intermodal, Air and Ocean shipments per year managed by Expedited Freight, Intermodal, and Omni segments. 4. Combined claims ratio for Expedited Freight and Omni. Calculated as claims amount paid divided by revenue for FY24. All figures for FY24
Ground Transportation Air & Ocean Forwarding Intermodal Drayage Warehousing/Value-Added Service • Expedited Less Than Truckload (LTL) Services • Full Truckload (FTL) Shipping • Brokerage Services • Pickup and Delivery • Cross border trucking services • Container Freight Station • Flatbed transportation • Oversized and specialized equipment • High Value Cargo • Hand Carry • Next Flight Out /Time Critical/ Hand Carry • Express Air - 3 to 5 day • Economy Air - 5 to 8 day • Air Charter • Full Container Load (FCL) • Less than Container Load (LCL) • Multimodal Air/Ocean/Ground Freight Solutions • Project cargo (oversized/non- containerized) • Nationwide port and rail drayage of domestic and international containers • Secured container storage • Rail intermodal (domestic and international containers) • Yard hostling / jockey services • Focus on high value, supply chain solutions • Servicing high-tech, data center, medical and complex verticals for supply chain and end customer distribution • End-to-end capability for reverse logistics solutions including in-house sorting and repairs • Product testing • Wholesale fulfillment – Pick and pack • eCommerce fulfillment services Customs Brokerage Free Trade Zone and Bonded Warehouse C o m b i n e d O v e r v i e w Our key product groups provide end-to-end capabilities 7 4M+ Shipments ~ 70% of revenue ~ 12% of revenue 250K+ Shipments ~ 9% of revenue 4M+ Global warehousing sqft. ~ 9% of revenue Legacy Forward Expedited Freight and Intermodal, and Omni Logistics ground freight Omni Logistics air and ocean forwarding, warehousing & distribution and value-added service All figures for FY24 80K+ Shipments
C o m b i n e d O v e r v i e w Differentiated and diversified solutions 8 Reporting Segments Expedited Freight Omni Logistics Intermodal Combined Ke y Pr od uc t G ro up s Ground Transportation C us to m s Intermodal Drayage Air / Ocean Forwarding Warehousing / VAS Countries1 3 21 1 21 Global presence in key high demand locations Diversified portfolio of vertically- integrated solutions 1. Countries with leased or owned properties. All figures for FY24
C o m b i n e d O v e r v i e w Scalable global footprint 1. Approximated split based on consolidated FY24 revenues by country from shipments directly transported under our control. 9 ~88% ~4% ~7% <1% United States Americas (ex U.S.) APAC EMEA • ~12% or revenue generated outside of the United States.1 • 250+ global facilities in 21 countries. • No single customer represents more than 10% of revenue. • Top 10 customers account for ~24% of revenue. Revenue % by Customer Region1 All figures for FY24
E a r n i n g s P r e s e n t a t i o n 1Q25 Results 10
1 Q 2 5 R e s u l t s 1Q25 Highlights 1Q25 $613 Revenue $5 Operating Income $69 Consolidated EBITDA1 11.2% Margin $393 Liquidity2 5.3x LTM Net Leverage2 11 1. Reconciliation of Non-GAAP financial measures available in the Appendix. 2. Calculated pursuant to Senior Secured Loan Credit Agreement. Details in the Liquidity, Leverage and Cash Flow section of this presentation. In millions, except for LTM Net Leverage
$63 $89 $86 $69 $69 10.2% 13.8% 13.1% 10.9% 11.2% 1Q24 2Q24 3Q24 4Q24 1Q25 $624 $644 $656 $633 $613 1Q24 2Q24 3Q24 4Q24 1Q25 1 Q 2 5 R e s u l t s Consolidated Results by Quarter 1. Pro-forma adjusted to reflect the Omni acquisition calculated in accordance with Article 11 of Regulation S-X. As a result, this number differs from reported amounts for 1Q24. For more information, refer to the 8-K filed on June 10, 2024. 2. Reconciliation of Non-GAAP financial measures available in the Appendix. Calculated pursuant to the Senior Secured Loan Credit Agreement. Revenue Consolidated EBITDA2 & Consolidated EBITDA Margin %2 (1) 12 In millions, except for margin
1 Q 2 5 R e s u l t s | E x p e d i t e d F r e i g h t Expedited Freight Segment Results by Quarter 1. Segment totals do not include intercompany eliminations or corporate unallocated expenses. 2. Reconciliation of Non-GAAP financial measures available in the Appendix. Excludes impairment of goodwill. Segment Revenue1 Reported EBITDA2 & Reported EBITDA Margin2 13 $273 $291 $285 $266 $249 1Q24 2Q24 3Q24 4Q24 1Q25 $30 $33 $30 $18 $26 10.9% 11.2% 10.4% 6.6% 10.4% 1Q24 2Q24 3Q24 4Q24 1Q25 In millions, except for margin
1 Q 2 5 R e s u l t s | E x p e d i t e d F r e i g h t Expedited Freight Segment: Sequential pricing and margin improvement 14 Revenue per CWT, ex fuel1,2 & Reported EBITDA Margin3 Revenue per Shipment, ex fuel1,2 & Reported EBITDA Margin3 $24.15 $24.38 $24.09 $23.74 $24.76 10.9% 11.2% 10.4% 6.6% 10.4% 1Q24 2Q24 3Q24 4Q24 1Q25 Revenue per CWT, ex fuel Reported EBITDA Margin +4.3% $200 $200 $207 $203 $208 10.9% 11.2% 10.4% 6.6% 10.4% 1Q24 2Q24 3Q24 4Q24 1Q25 Revenue per Shipment, ex fuel Reported EBITDA Margin +2.3% 1. Excludes accessorial and Truckload products. 2. Includes intercompany revenue between the Network and Truckload revenue streams. 3. Reconciliation of Non-GAAP financial measures available in the Appendix. • Corrective pricing action implemented 4Q24 and was completed late in 1Q25. • Sequential and year-over-year pricing improvement. • 380 bps sequential margin growth from 4Q24.
0.12% 0.18% 0.14% 0.14% 0.12% 0.13% 0.09% 0.11% 0.10% 0.12% 0.19% 0.13% 2020 2021 2022 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 1 Q 2 5 R e s u l t s | E x p e d i t e d F r e i g h t Expedited Freight Segment: Continued superior service following acquisition 15 Omni acquisition 0.13% FY24 Expedited Freight Segment Claims Ratio1 0.12% FY23 • Industry-leading claims ratio of ~0.1%. • Superior service to 96% of all continental United States zip codes. • Maintaining priority focus on customer service during integration and transformation. 1. Expedited Freight segment only. Calculated as claims amount paid divided by revenue.
1 Q 2 5 R e s u l t s | O m n i L o g i s t i c s Omni Logistics Segment Results by Quarter Reported EBITDA2 & Reported EBITDA Margin %2Segment Revenue1 16 1. Segment totals do not include intercompany eliminations or corporate unallocated expenses 2. Reconciliation of Non-GAAP financial measures available in the Appendix. Excludes impairment of goodwill. 3. 1Q24 results are as reported. $225 $312 $335 $326 $323 1Q24 2Q24 3Q24 4Q24 1Q25 ($12) $20 $27 $32 $26 (5.2%) 6.4% 8.0% 9.8% 7.9% 1Q24 2Q24 3Q24 4Q24 1Q253 3 In millions, except for margin
1 Q 2 5 R e s u l t s | I n t e r m o d a l Intermodal Segment Results by Quarter 1. Segment totals do not include intercompany eliminations or corporate unallocated expenses 2. Reconciliation of Non-GAAP financial measures available in the Appendix. Reported EBITDA2 & Reported EBITDA Margin %2Segment Revenue1 $56 $59 $57 $60 $62 1Q24 2Q24 3Q24 4Q24 1Q25 $8 $10 $9 $10 $10 14.6% 16.9% 15.1% 17.5% 16.4% 1Q24 2Q24 3Q24 4Q24 1Q25 In millions, except for margin
E a r n i n g s P r e s e n t a t i o n Liquidity, Leverage and Cash Flow 18
L i q u i d i t y , L e v e r a g e a n d C a s h F l o w Normalizing cash flow generation 1. Non-GAAP financial metrics. “Operating Cash Flow” and “Unlevered Free Cash Flow” represent the change in Unrestricted Cash less discrete items identified on this slide. 19 • Cash flow generation improving with margin growth, unwinding cash transaction expenses, and more efficient working capital management • Asset-light business model with meaningful upside as cost savings measures are recognized Operating Cash Flow1 $12 $81 $42 $46 2Q24 3Q24 4Q24 1Q25 In millions 2Q24 3Q24 4Q24 1Q25 Change in Unrestricted Cash ($67) $52 ($32) $11 (+) Debt Service 46 27 64 25 (-) LC Release 0 (19) (2) 0 Unlevered Free Cash Flow1 ($21) $60 $31 $37 (+) Transaction/Integration Fees 21 22 12 9 (+) Earnouts & Purchase Price Adjustments 12 0 0 0 Operating Cash Flow1 $12 $81 $42 $46
$105 $46 ($25) ($9) $116 L i q u i d i t y , L e v e r a g e a n d C a s h F l o w 1Q25 Cash Bridge 20 Change in Unrestricted Cash 1. Non-GAAP financial metric. “Operating Cash Flow” represents the change in Unrestricted Cash less discrete items identified on this slide. • Operating cash flow1 of $46M in 1Q25, despite being a seasonally low quarter. • Debt service primarily includes $24M interest payment on Term Loan B • Unrestricted cash balance increased $11M from 4Q24 to 1Q25. In millions 12/31 Unrestricted Cash Balance Operating Cash Flow1 Debt Service Transaction & Integration Professional Fees 3/31 Unrestricted Cash Balance
$340 $340 $322 $277 $277 $136 $68 $122 $86 $101 $20 $20 $2 <$1 <$1 $16 $17 $15 $19 $15 1Q24 2Q24 3Q24 4Q24 1Q25 L i q u i d i t y , L e v e r a g e a n d C a s h F l o w Liquidity and Leverage Net Leverage1 Net Leverage Ratio1 Required Covenant Leverage Ratio1 Net Cash3 Revolving Credit Facility4 Restricted Cash Deduction Foreign Subsidiary Deduction * 21 * * * * 1. Calculated pursuant to Senior Secured Loan Credit Agreement. Figures are as previously reported to lenders. 2. Includes Term Loan, Senior Secured Notes, and Revolving Credit Facility, excludes finance leases. 3. Excludes foreign subsidiaries and restricted cash. 4. Undrawn revolver balance. 5. Totals may not foot due to rounding. $11 increase In millions 5.0x 5.2x 5.4x 5.5x 5.3x 6.75x 1Q24 2Q24 3Q24 4Q24 1Q25 Liquidity1,5 $512 $445 $460 $382 $393 Gross Cash* $172 $105 $138 $105 $117 in millions 1Q24 2Q24 3Q24 4Q24 1Q25 Term Loan B $1,045 $1,045 $1,045 $1,045 $1,045 Senior Sec. Notes $725 $725 $725 $725 $725 First Lien Debt2 $1,770 $1,770 $1,770 $1,770 $1,770 Net Cash3 136 68 122 86 101 Net Debt 1,634 1,702 1,648 1,684 1,669 Consolidated LTM EBITDA1 324 325 307 308 313 Net Leverage Ratio1 5.0x 5.2x 5.4x 5.5x 5.3x
L i q u i d i t y , L e v e r a g e a n d C a s h F l o w No debt maturities over the next 5 years 1. Credit Facility undrawn as of 3/31/2025 other than $23 million letters of credit issued through facility. 22 $300 $1,045 $725 2025 2026 2027 2028 2029 (Jan) 2030 (Dec) 2031 (Oct) Revolving Credit Facility First Lien Term Loan Senior Secured Notes No Long-Term Debt Maturities Until December 2030 Debt maturities by year In millions
E a r n i n g s P r e s e n t a t i o n Investment Rationale 23
I n v e s t m e n t R a t i o n a l e Laying the foundation for future profitable growth Strong brand, customer value proposition and loyalty Robust North American LTL network with international logistics capabilities Superior service with consistently low claims ratio of 0.1%1 Differentiated and diversified solutions with global scale Highly customizable and specialized service offering of vertically-integrated solutions Scalable growth with over 250 global facilities in 21 countries Rationalized cost structure poised for profitable growth Asset-light business model with normalizing free cash flow generation Realized over $100M in annualized cost savings2 24 1. Combined claims ratio for Expedited Freight and Omni. Calculated as claims amount paid divided by revenue for FY24. 2. Since closing the Omni acquisition.
3.4% 3.1% 4.4% 4.4% 7.3% 32.6% 21.4% 16.1% 14.8% 9.8% 8.7% 10.4% 6.3% 6.3% 5.6% 4.6% 0.9% 16.0% 13.6% 13.3% 11.8% 11.3% 8.9% 1Q24 2Q24 3Q24 4Q24 1Q25 Comp 1 Comp 2 Comp 3 Comp 4 Comp 5 Comp 1 Comp 2 Comp 3 Comp 4 Comp 5 Comp 1 Comp 2 Comp 3 Comp 4 Comp 5 I n v e s t m e n t R a t i o n a l e Meaningful upside as we close margin gap with peers 1. Consolidated LTM Reported EBITDA margin by quarter. Excludes impairment of goodwill. Reconciliation of Non-GAAP financial measures available in the Appendix. 2. FY24 Reported EBITDA Margin calculated as Operating Income plus depreciation & amortization and impairment of goodwill. 3. FY24 Reported EBITDA Margin by segment: Expedited Freight (Less-than-Truckload), Omni Logistics (Logistics / Freight Forwarders), and Intermodal (Truckload / Intermodal) 4. Weighted average by segment (excludes Forward segments). 18.5% Average4 6.1% Average4 12.3% Average4 25 Forward Consolidated Less-than-Truckload 3PL / Freight Forwarders Truckload / Intermodal LTM Reported EBITDA margin1 FY24 Peer and Forward Segment Reported EBITDA Margin2,3 Ex pe di te d Fr ei gh t O m ni In te rm od al C om bi ne d
E a r n i n g s P r e s e n t a t i o n Closing Summary 01 Enhanced visibility on key product groups and geographic exposure 02 Sequential pricing and margin improvement in Expedited Freight 03 Steady and superior performance from Omni Logistics and Intermodal 04 Positive cash flow from operations and improved liquidity 05 Normalizing cash flow generation 06 Seeing the benefits of diversified product portfolio 26
E a r n i n g s P r e s e n t a t i o n Appendix 27
A p p e n d i x Net Income to Consolidated EBITDA Reconciliation 28 1. Non-GAAP financial measure. 2. Totals may not foot due to rounding. In millions, except for LTM Net Leverage Consolidated EBITDA Reconciliation 2Q24 3Q24 4Q24 1Q25 LTM (3/31/2025) Net (loss) income from continuing operations ($966) ($34) ($35) ($61) ($1,097) Interest expense 47 53 48 46 194 Income tax (benefit) expense (175) 1 67 20 (87) Depreciation and amortization 49 26 38 37 150 Reported EBITDA1,2 ($1,046) $46 $118 $41 ($841) Impairment of goodwill 1,093 15 (79) -- 1,028 Transaction and integration costs 10 (1) 10 14 33 Severance costs 4 3 2 2 10 Optimization project costs -- -- 10 1 11 Pro forma synergies 6 5 1 -- 12 Pro forma savings 10 6 5 -- 21 Other 12 13 2 11 38 Consolidated EBITDA1,2 $89 $86 $69 $69 $313 Consolidated First Lien Indebtedness 1,770 Net Cash & Cash Equivalents (101) Net Debt $1,669 Consolidated First Lien Net Leverage Ratio 5.3x
A p p e n d i x Segment Performance – Expedited Freight 29 1. Segment totals do not include intercompany eliminations or corporate unallocated expenses. 2. Totals may not foot due to rounding. In millions, except for margin Expedited Freight1,2 1Q24 2Q24 3Q24 4Q24 1Q25 LTM 1Q25 Operating revenue $273 $291 $285 $266 $249 $1,091 Operating expenses Purchased transportation 128 143 140 136 121 539 Salaries, wages, and employee benefits 63 64 59 57 53 232 Operating leases 15 15 16 18 15 64 Depreciation and amortization 10 11 10 10 10 42 Insurance and claims 11 11 12 10 10 43 Fuel expense 3 2 2 3 2 10 Other operating expenses 25 24 26 24 22 97 Total operating expenses 254 269 265 259 234 1,027 Income (loss) from operations $19 $22 $19 $7 $16 $64 (+) Depreciation and amortization 10 11 10 10 10 42 Reported EBITDA $30 $33 $30 $18 $26 $106 Reported EBITDA Margin % 10.9% 11.2% 10.4% 6.6% 10.4% 9.7%
A p p e n d i x Segment Performance – Omni Logistics 30 1. Segment totals do not include intercompany eliminations or corporate unallocated expenses. 2. Totals may not foot due to rounding. 3. Reported EBITDA and Reported EBITDA Margin shown excluding impairment of goodwill. In millions, except for margin Omni Logistics1,2 1Q24 2Q24 3Q24 4Q24 1Q25 LTM 1Q25 Operating revenue $225 $312 $335 $326 $323 $1,295 Operating expenses Purchased transportation 144 179 195 183 186 742 Salaries, wages, and employee benefits 49 58 55 54 57 224 Operating leases 19 27 28 23 27 104 Depreciation and amortization 17 33 11 23 22 89 Insurance and claims 2 3 3 4 3 13 Fuel expense 0 1 1 1 1 4 Other operating expenses 22 25 26 29 25 104 Impairment of goodwill - 1,093 15 (79) - 1,028 Total operating expenses 253 1,418 333 237 320 2,308 Income (loss) from operations ($29) ($1,106) $1 $89 $3 ($1,013) (+) Impairment of goodwill - 1,093 15 (79) - 1,028 Adjusted income (loss) from operations ($29) ($13) $16 $9 $3 $16 (+) Depreciation and amortization 17 33 11 23 22 89 Reported EBITDA3 ($12) $20 $27 $32 $26 $104 Reported EBITDA Margin %3 -5.2% 6.4% 8.0% 9.8% 7.9% 8.1%
A p p e n d i x Segment Performance – Intermodal 31 1. Segment totals do not include intercompany eliminations or corporate unallocated expenses. 2. Totals may not foot due to rounding. In millions, except for margin Intermodal1,2 1Q24 2Q24 3Q24 4Q24 1Q25 LTM 1Q25 Operating revenue $56 $59 $57 $60 $62 $239 Operating expenses Purchased transportation 17 19 18 19 20 77 Salaries, wages, and employee benefits 15 15 15 14 16 60 Operating leases 5 5 6 6 6 23 Depreciation and amortization 5 5 5 5 5 19 Insurance and claims 3 3 3 2 3 10 Fuel expense 2 2 2 2 2 8 Other operating expenses 6 6 6 5 5 22 Total operating expenses 53 54 53 54 57 218 Income (loss) from operations $4 $5 $4 $6 $6 $21 (+) Depreciation and amortization 5 5 5 5 5 19 Reported EBITDA $8 $10 $9 $10 $10 $39 Reported EBITDA Margin % 14.6% 16.9% 15.1% 17.5% 16.4% 16.5%
A p p e n d i x Consolidated LTM Financials by Quarter 32 1. Totals may not foot due to rounding. 2. Reported EBITDA and Reported EBITDA Margin shown excluding impairment of goodwill. In millions, except for margin Consolidated1 LTM 1Q24 LTM 2Q24 LTM 3Q24 LTM 4Q24 LTM 1Q25 Operating revenue $1,555 $1,865 $2,180 $2,474 $2,546 Operating expenses Purchased transportation 718 898 1,081 1,251 1,278 Salaries, wages, and employee benefits 350 420 478 536 549 Operating leases 102 126 155 182 192 Depreciation and amortization 77 112 124 144 150 Insurance and claims 50 52 56 65 67 Fuel expense 22 22 21 21 22 Other operating expenses 261 290 293 310 252 Impairment of goodwill - 1,093 1,107 1,028 1,028 Total operating expenses 1,580 3,012 3,316 3,537 3,538 Income (loss) from operations ($25) ($1,147) ($1,136) ($1,063) ($992) (+) Impairment of goodwill - 1,093 1,107 1,028 1,028 Adjusted income (loss) from operations ($25) ($54) ($28) ($35) $36 (+) Depreciation and amortization 77 112 124 144 150 Reported EBITDA2 $52 $58 $96 $109 $186 Reported EBITDA Margin %2 3.4% 3.1% 4.4% 4.4% 7.3%
A p p e n d i x Expedited Freight Segment Operating Metrics 33 13.2 13.3 13.4 12.9 13.6 13.0 12.2 11.5 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 Shipments per Day1 Weight per Shipment Revenue per Shipment, excluding fuel1,2 801 821 815 827 821 858 856 840 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 $193 $199 $195 $200 $200 $207 $203 $208 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 In thousands In pounds (12)% (7.0)% (4.8)% 1.4% 3.4% (2.3)% (9.0)% (10.9)% YoY % change 5.4% 7.7% 11.3% 7.4% 2.5% 4.5% 5.0% 1.6% YoY % change (2.0)% 0.2% 2.4% 0.7% 3.7% 4.0% 4.0% 4.1% YoY % change 1. Excludes assessorial and Truckload products. 2. Includes intercompany revenue between the Network and Truckload revenue streams.
Forward Air Corporation (NASDAQ: FWRD) IR Contact | Tony Carreño investorrelations@forwardair.com https://ir.forwardaircorp.com