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): August 11, 2025
FORWARD AIR CORPORATION
(Exact name of registrant as specified in its charter)
| DE | 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 August 11, 2025, Forward Air Corporation (the “Company”) issued a press release announcing its financial results for the three months ended June 30, 2025. On August 11, 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 August 11, 2025 | |
| 99.2 | Forward Air Q2 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: August 11, 2025 | By: | /s/ Jamie Pierson |
| Jamie Pierson<br>Chief Financial Officer |
Document
NEWS RELEASE
FORWARD AIR CORPORATION REPORTS SECOND QUARTER 2025 RESULTS
Consolidated Revenue and Operating Income Improved Sequentially
Expedited Freight Segment Reports Highest Reported EBITDA Margin in Six Quarters
GREENEVILLE, Tenn. – (BUSINESS WIRE) – August 11, 2025 – Forward Air Corporation (NASDAQ:FWRD) (the “Company”, “we”, “our”, or “us”) today reported financial results for the three months ended June 30, 2025, as presented in the tables below.
“We posted yet another solid quarter; even in this challenging environment, our team continues to deliver,” said Shawn Stewart, Chief Executive Officer. “Operationally, we remained focused on the customer and executed well in our linehaul and terminal operations. By tightly managing costs and improving most of our operating KPIs, we have improved margins in our Expedited Freight segment. Sequentially, on a consolidated basis second quarter income from operations increased by $15 million to $20 million and Consolidated EBITDA increased by $5 million to $74 million compared to the first quarter of the year. Our team has done an exceptional job managing through a very challenging freight recession, and given our expense management discipline and operational improvements, I believe that we are equally well positioned to improve both EBITDA and cash flow from operations once the freight environment normalizes. It takes a lot of discipline, but we are not focused on the next three months or even the next three quarters, but the next three plus years.
“At the Expedited Freight segment, we are seeing the benefits from maintaining rigorous cost controls and addressing pricing actions to more closely align with the quality of service we provide. Following corrective pricing actions completed in February of this year, the second quarter revenue per hundredweight, excluding fuel surcharge, increased sequentially for the second consecutive quarter. The improvements contributed to the highest reported EBITDA margin at the Expedited Freight segment since the fourth quarter of 2023. The Expedited Freight segment encompasses one of the largest expedited LTL networks in North America and is a recognized industry leader in time-critical, high-value freight. We believe our commitment to service excellence is key to sustainable growth and long-term profitability,” concluded Stewart.
Jamie Pierson, Chief Financial Officer added, “We reported consolidated revenue of $619 million in the second quarter 2025 compared to $644 million in the second quarter of 2024. Sequentially, consolidated revenue increased by $6 million compared to $613 million in the first quarter of this year. Income from operations improved to $20 million in the second quarter compared to a loss from operations of $3 million, excluding an impairment of goodwill, a year ago. On a sequential basis, that same $20 million income from operations improved by $15 million compared to $5 million reported in the first quarter 2025.
“For the second quarter, Consolidated EBITDA ("Consolidated EBITDA"), a non-GAAP measure calculated pursuant to our Senior Secured Term Loan Credit Agreement (the "Credit Agreement"), was $74 million. Correspondingly, the last twelve months Consolidated EBITDA as of June 30, 2025, was $298 million.
“Liquidity at the end of the second quarter was $368 million compared to $393 million at the end of the first quarter 2025. The $25 million decrease during the quarter includes the $34 million semi-annual interest on the Senior Secured Notes paid every April and October. Year-to-date through June 30, cash provided by operating activities is $14 million which is a $111 million improvement compared to the $97 million used by operations in the first half of 2024,” concluded Pierson.
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share data) | June 30, 2025 | June 30, 2024 | Change | Percent Change | ||||||
| Operating revenue | $ | 618,844 | $ | 643,666 | $ | (24,822) | (3.9) | % | ||
| Income (loss) from continuing operations | $ | 19,522 | $ | (1,095,755) | $ | 1,115,277 | 101.8 | % | ||
| Operating margin | 3.2 | % | (170.2) | % | NM | |||||
| Net loss from continuing operations | $ | (20,364) | $ | (966,471) | $ | 946,107 | 97.9 | % | ||
| Net loss from continuing operations per diluted share | $ | (0.41) | $ | (23.29) | $ | 22.88 | 98.2 | % | ||
| Cash used in by operating activities | $ | (13,217) | $ | (45,200) | $ | 31,983 | 70.8 | % | ||
| Non-GAAP Financial Measures: 1 | ||||||||||
| Consolidated EBITDA | $ | 73,813 | $ | 88,997 | $ | (15,184) | (17.1) | % | ||
| Free cash flow | $ | (17,157) | $ | (59,069) | $ | 41,912 | 71.0 | % | ||
| 1 Reconciliation of these non-GAAP financial measures are provided below the financial tables. |
Review of Financial Results
Forward will hold a conference call to discuss second quarter 2025 results on Monday, August 11, 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: FWRDQ225.
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) Income | ||||||||||||
| (Unaudited, in thousands, except per share data) | ||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||
| Operating revenues: | ||||||||||||
| Expedited Freight | $ | 257,696 | $ | 291,282 | $ | 507,077 | $ | 564,577 | ||||
| Omni Logistics | 328,316 | 311,856 | 651,786 | 536,694 | ||||||||
| Intermodal | 59,146 | 59,299 | 121,638 | 115,591 | ||||||||
| Corporate | (142) | — | — | — | ||||||||
| Eliminations | (26,172) | (18,771) | (48,376) | (31,383) | ||||||||
| Operating revenues | 618,844 | 643,666 | 1,232,125 | 1,185,479 | ||||||||
| Operating expenses: | ||||||||||||
| Purchased transportation | 303,300 | 321,587 | 607,562 | 598,602 | ||||||||
| Salaries, wages and employee benefits | 145,490 | 144,000 | 287,405 | 272,867 | ||||||||
| Operating leases | 49,505 | 46,258 | 98,298 | 85,061 | ||||||||
| Depreciation and amortization | 36,806 | 48,639 | 74,166 | 80,425 | ||||||||
| Insurance and claims | 15,536 | 14,698 | 30,542 | 27,579 | ||||||||
| Fuel expense | 5,278 | 5,859 | 10,927 | 11,105 | ||||||||
| Other operating expenses | 43,407 | 65,666 | 98,940 | 178,613 | ||||||||
| Impairment of goodwill | — | 1,092,714 | — | 1,092,714 | ||||||||
| Total operating expenses | 599,322 | 1,739,421 | 1,207,840 | 2,346,966 | ||||||||
| Income (loss) from continuing operations: | ||||||||||||
| Expedited Freight | 19,495 | 21,946 | 35,129 | 41,444 | ||||||||
| Omni Logistics | 7,186 | (1,105,871) | 10,561 | (1,134,456) | ||||||||
| Intermodal | 4,415 | 5,317 | 9,957 | 8,903 | ||||||||
| Other Operations | (11,574) | (17,147) | (31,362) | (77,378) | ||||||||
| Income (loss) from continuing operations | 19,522 | (1,095,755) | 24,285 | (1,161,487) | ||||||||
| Other expense: | ||||||||||||
| Interest expense, net | (45,326) | (47,265) | (90,873) | (88,018) | ||||||||
| Foreign exchange (loss) gain | (4,653) | 1,567 | (5,575) | 899 | ||||||||
| Other (expense) income, net | (6,656) | 40 | (6,552) | 49 | ||||||||
| Total other expense | (56,635) | (45,658) | (103,000) | (87,070) | ||||||||
| Net loss from continuing operations before income taxes | (37,113) | (1,141,413) | (78,715) | (1,248,557) | ||||||||
| Income tax (benefit) expense | (16,749) | (174,942) | 2,840 | (193,292) | ||||||||
| Net loss from continuing operations | (20,364) | (966,471) | (81,555) | (1,055,265) | ||||||||
| Loss from discontinued operations, net of tax | — | (4,876) | — | (4,876) | ||||||||
| Net loss | (20,364) | (971,347) | $ | (81,555) | $ | (1,060,141) | ||||||
| Net loss attributable to noncontrolling interest | (7,781) | (325,914) | (18,335) | (352,996) | ||||||||
| Net loss attributable to Forward Air | $ | (12,583) | $ | (645,433) | $ | (63,220) | $ | (707,145) | ||||
| Basic and diluted loss per share attributable to Forward Air: | ||||||||||||
| Continuing operations | $ | (0.41) | $ | (23.29) | $ | (2.09) | $ | (27.53) | ||||
| Discontinued operations | — | (0.18) | — | (0.18) | ||||||||
| Net loss per basic and diluted share | $ | (0.41) | $ | (23.47) | $ | (2.09) | $ | (27.71) | ||||
| Net loss | $ | (20,364) | $ | (971,347) | $ | (81,555) | $ | (1,060,141) | ||||
| Other comprehensive loss: | ||||||||||||
| Foreign currency translation adjustments | 4,561 | (849) | 4,826 | (1,000) | ||||||||
| Comprehensive loss | $ | (15,803) | $ | (972,196) | $ | (76,729) | $ | (1,061,141) | ||||
| Comprehensive loss attributable to noncontrolling interest | $ | (7,781) | $ | (325,914) | $ | (18,335) | $ | (352,996) | ||||
| Comprehensive loss attributable to Forward Air | $ | (8,022) | $ | (646,282) | $ | (58,394) | $ | (708,145) | ||||
| Expedited Freight Segment Information | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (In thousands) | ||||||||||||
| (Unaudited) | ||||||||||||
| Three Months Ended | ||||||||||||
| June 30, 2025 | Percent of Revenue | June 30, 2024 | Percent of Revenue | Change | Percent Change | |||||||
| Operating revenues: | ||||||||||||
| Network 1 | $ | 193,829 | 75.2 | % | $ | 223,334 | 76.7 | % | $ | (29,505) | (13.2) | % |
| Truckload | 42,636 | 16.5 | 44,678 | 15.3 | (2,042) | (4.6) | ||||||
| Other | 21,231 | 8.3 | 23,270 | 8.0 | (2,039) | (8.8) | ||||||
| Total operating revenues | 257,696 | 100.0 | 291,282 | 100.0 | (33,586) | (11.5) | ||||||
| Operating expenses: | ||||||||||||
| Purchased transportation | 124,448 | 48.3 | 142,512 | 48.9 | (18,064) | (12.7) | ||||||
| Salaries, wages and employee benefits | 53,938 | 20.9 | 63,845 | 21.9 | (9,907) | (15.5) | ||||||
| Operating leases | 17,355 | 6.7 | 14,730 | 5.1 | 2,625 | 17.8 | ||||||
| Depreciation and amortization | 10,357 | 4.0 | 10,692 | 3.7 | (335) | (3.1) | ||||||
| Insurance and claims | 10,693 | 4.1 | 10,969 | 3.8 | (276) | (2.5) | ||||||
| Fuel expense | 2,518 | 1.0 | 2,434 | 0.8 | 84 | 3.5 | ||||||
| Other operating expenses | 18,892 | 7.4 | 24,154 | 8.3 | (5,262) | (21.8) | ||||||
| Total operating expenses | 238,201 | 92.4 | 269,336 | 92.5 | (31,135) | (11.6) | ||||||
| Income from operations | $ | 19,495 | 7.6 | % | $ | 21,946 | 7.5 | % | $ | (2,451) | (11.2) | % |
| 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 | ||||||||||||
| June 30, 2025 | June 30, 2024 | Percent Change | ||||||||||
| Business days | 64 | 64 | — | % | ||||||||
| Tonnage 1,2 | ||||||||||||
| Total pounds | 623,394 | 713,919 | (12.7) | |||||||||
| Pounds per day | 9,741 | 11,155 | (12.7) | |||||||||
| Shipments 1,2 | ||||||||||||
| Total shipments | 739 | 870 | (15.1) | |||||||||
| Shipments per day | 11.5 | 13.6 | (15.4) | |||||||||
| Weight per shipment | 843 | 821 | 2.7 | |||||||||
| Revenue per hundredweight 3 | $ | 31.09 | $ | 31.29 | (0.6) | |||||||
| Revenue per hundredweight, ex fuel 3 | $ | 24.82 | $ | 24.38 | 1.8 | |||||||
| Revenue per shipment 3 | $ | 261.82 | $ | 256.80 | 2.0 | |||||||
| Revenue per shipment, ex fuel 3 | $ | 209.24 | $ | 200.05 | 4.6 | |||||||
| 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 | ||||||||||||
| June 30, 2025 | Percent of Revenue | June 30, 2024 | Percent of Revenue | Change | Percent Change | |||||||
| Operating revenue | $ | 328,316 | 100.0 | % | 311,856 | 100.0 | % | 16,460 | 5.3 | % | ||
| Operating expenses: | ||||||||||||
| Purchased transportation | 185,040 | 56.4 | 178,674 | 57.3 | 6,366 | 3.6 | ||||||
| Salaries, wages and employee benefits | 61,584 | 18.8 | 57,536 | 18.4 | 4,048 | 7.0 | ||||||
| Operating leases | 25,686 | 7.8 | 26,751 | 8.6 | (1,065) | (4.0) | ||||||
| Depreciation and amortization | 22,419 | 6.8 | 33,235 | 10.7 | (10,816) | (32.5) | ||||||
| Insurance and claims | 1,248 | 0.4 | 2,845 | 0.9 | (1,597) | (56.1) | ||||||
| Fuel expense | 888 | 0.3 | 1,182 | 0.4 | (294) | (24.9) | ||||||
| Other operating expenses | 24,265 | 7.4 | 24,790 | 7.9 | (525) | (2.1) | ||||||
| Impairment of goodwill | — | — | 1,092,714 | 350.4 | (1,092,714) | (100.0) | ||||||
| Total operating expenses | 321,130 | 97.8 | 1,417,727 | 454.6 | (1,096,597) | (77.3) | ||||||
| Income (loss) from operations | 7,186 | 2.2 | % | (1,105,871) | (354.6) | % | 1,113,057 | 100.6 | % | |||
| Intermodal Segment Information | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (In thousands) | ||||||||||||
| (Unaudited) | ||||||||||||
| Three Months Ended | ||||||||||||
| June 30, 2025 | Percent of Revenue | June 30, 2024 | Percent of Revenue | Change | Percent Change | |||||||
| Operating revenue | $ | 59,146 | 100.0 | % | $ | 59,299 | 100.0 | % | $ | (153) | (0.3) | % |
| Operating expenses: | ||||||||||||
| Purchased transportation | 20,049 | 33.9 | 19,173 | 32.3 | 876 | 4.6 | ||||||
| Salaries, wages and employee benefits | 15,385 | 26.0 | 14,899 | 25.1 | 486 | 3.3 | ||||||
| Operating leases | 5,336 | 9.0 | 4,776 | 8.1 | 560 | 11.7 | ||||||
| Depreciation and amortization | 4,502 | 7.6 | 4,712 | 7.9 | (210) | (4.5) | ||||||
| Insurance and claims | 3,147 | 5.3 | 2,619 | 4.4 | 528 | 20.2 | ||||||
| Fuel expense | 1,857 | 3.1 | 2,243 | 3.8 | (386) | (17.2) | ||||||
| Other operating expenses | 4,455 | 7.6 | 5,560 | 9.4 | (1,105) | (19.9) | ||||||
| Total operating expenses | 54,731 | 92.5 | 53,982 | 91.0 | 749 | 1.4 | ||||||
| Income from operations | $ | 4,415 | 7.5 | % | $ | 5,317 | 9.0 | % | $ | (902) | (17.0) | % |
| Intermodal Operating Statistics | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||
| Three Months Ended | ||||||||||||
| June 30, 2025 | June 30, 2024 | Percent Change | ||||||||||
| Drayage shipments | 62,313 | 64,877 | (4.0) | % | ||||||||
| Drayage revenue per shipment | $ | 862 | $ | 826 | 4.4 | % | ||||||
| Forward Air Corporation | ||||||||||||
| --- | --- | --- | --- | --- | ||||||||
| Condensed Consolidated Balance Sheets | ||||||||||||
| (In thousands) | ||||||||||||
| (Unaudited) | ||||||||||||
| June 30, 2025 | December 31, 2024 | |||||||||||
| Assets | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | $ | 95,128 | $ | 104,903 | ||||||||
| Restricted cash and restricted cash equivalents | 179 | 363 | ||||||||||
| Accounts receivable, net | 335,716 | 322,291 | ||||||||||
| Prepaid expenses | 33,182 | 29,053 | ||||||||||
| Other current assets | 10,402 | 15,890 | ||||||||||
| Total current assets | 474,607 | 472,500 | ||||||||||
| Property and equipment, net of accumulated depreciation and amortization of $305,267 in 2025 and $292,855 in 2024 | 321,329 | 326,188 | ||||||||||
| Operating lease right-of-use assets | 419,531 | 410,084 | ||||||||||
| Goodwill | 522,712 | 522,712 | ||||||||||
| Other acquired intangibles, net of accumulated amortization of $259,154 in 2025 and $212,905 in 2024 | 952,967 | 999,216 | ||||||||||
| Other long term assets | 70,089 | 71,941 | ||||||||||
| Total assets | $ | 2,761,235 | $ | 2,802,641 | ||||||||
| Liabilities and Shareholders' Equity | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable | $ | 115,123 | $ | 105,692 | ||||||||
| Accrued expenses | 115,605 | 119,836 | ||||||||||
| Other current liabilities | 48,072 | 45,148 | ||||||||||
| Current portion of debt and finance lease obligations | 16,877 | 16,930 | ||||||||||
| Current portion of operating lease liabilities | 101,008 | 96,440 | ||||||||||
| Total current liabilities | 396,685 | 384,046 | ||||||||||
| Finance lease obligations, less current portion | 29,191 | 30,858 | ||||||||||
| Long-term debt, less current portion | 1,681,468 | 1,675,930 | ||||||||||
| Liabilities under tax receivable agreement | 20,158 | 13,295 | ||||||||||
| Operating lease liabilities, less current portion | 334,318 | 325,640 | ||||||||||
| Other long-term liabilities | 49,725 | 48,835 | ||||||||||
| Deferred income taxes | 33,449 | 38,169 | ||||||||||
| Shareholders' equity: | ||||||||||||
| Preferred stock | — | — | ||||||||||
| Common stock | 306 | 298 | ||||||||||
| Additional paid-in capital | 551,845 | 542,392 | ||||||||||
| Accumulated deficit | (402,451) | (338,230) | ||||||||||
| Accumulated other comprehensive (loss) income | 2,094 | (2,732) | ||||||||||
| Total Forward Air shareholders' equity | 151,794 | 201,728 | ||||||||||
| Noncontrolling interest | 64,447 | 84,140 | ||||||||||
| Total shareholders' equity | 216,241 | 285,868 | ||||||||||
| Total liabilities and shareholders' equity | $ | 2,761,235 | $ | 2,802,641 | ||||||||
| Forward Air Corporation | ||||||||||||
| --- | --- | --- | --- | --- | ||||||||
| Condensed Consolidated Statements of Cash Flows | ||||||||||||
| (In thousands) | ||||||||||||
| (Unaudited) | ||||||||||||
| Three Months Ended | ||||||||||||
| June 30, 2025 | June 30, 2024 | |||||||||||
| Operating activities: | ||||||||||||
| Net loss from continuing operations | $ | (20,364) | $ | (966,471) | ||||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||
| Depreciation and amortization | 36,806 | 48,639 | ||||||||||
| Impairment of goodwill | — | 1,092,714 | ||||||||||
| Share-based compensation expense | 4,711 | 3,620 | ||||||||||
| Provision for revenue adjustments | 990 | 1,121 | ||||||||||
| Deferred income tax benefit | (1,933) | (166,549) | ||||||||||
| Other | 10,673 | 2,300 | ||||||||||
| Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses: | ||||||||||||
| Accounts receivable | 4,200 | (21,770) | ||||||||||
| Other receivables | 743 | 164 | ||||||||||
| Other current and noncurrent assets | 8,952 | (49,528) | ||||||||||
| Accounts payable and accrued expenses | (57,995) | 10,560 | ||||||||||
| Net cash provided by (used in) operating activities of continuing operations | (13,217) | (45,200) | ||||||||||
| Investing activities: | ||||||||||||
| Proceeds from sale of property and equipment | 804 | 557 | ||||||||||
| Purchases of property and equipment | (4,744) | (14,426) | ||||||||||
| Other | 55 | (85) | ||||||||||
| Net cash used in investing activities of continuing operations | (3,885) | (13,954) | ||||||||||
| Financing activities: | ||||||||||||
| Repayments of finance lease obligations | (4,945) | (4,567) | ||||||||||
| Proceeds from credit facility | 60,000 | — | ||||||||||
| Payments on credit facility | (60,000) | — | ||||||||||
| Proceeds from common stock issued under employee stock purchase plan | 434 | 369 | ||||||||||
| Payment of minimum tax withholdings on share-based awards | (107) | (33) | ||||||||||
| Net cash used in financing activities of continuing operations | (4,618) | (4,231) | ||||||||||
| Effect of exchange rate changes on cash | 353 | 646 | ||||||||||
| Net decrease in cash and cash equivalents and restricted cash and restricted cash equivalents from continuing operations | (21,367) | (62,739) | ||||||||||
| Cash from discontinued operations: | ||||||||||||
| Net cash used in operating activities of discontinued operations | — | (4,876) | ||||||||||
| Net decrease in cash and cash equivalents, and restricted cash and restricted cash equivalents | (21,367) | (67,615) | ||||||||||
| Cash and cash equivalents, and restricted cash and restricted cash equivalents at beginning of period | 116,674 | 172,270 | ||||||||||
| Cash and cash equivalents, and restricted cash and restricted cash equivalents at end of period | $ | 95,307 | $ | 104,655 | ||||||||
| Forward Air Corporation | ||||||||||||
| --- | --- | --- | --- | --- | ||||||||
| Condensed Consolidated Statements of Cash Flows | ||||||||||||
| (In thousands) | ||||||||||||
| (Unaudited) | ||||||||||||
| Six Months Ended | ||||||||||||
| June 30, 2025 | June 30, 2024 | |||||||||||
| Operating activities: | ||||||||||||
| Net loss from continuing operations | $ | (81,555) | $ | (1,055,265) | ||||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||
| Depreciation and amortization | 74,166 | 80,425 | ||||||||||
| Impairment of goodwill | — | 1,092,714 | ||||||||||
| Share-based compensation expense | 7,669 | 5,187 | ||||||||||
| Provision for revenue adjustments | 1,637 | 2,159 | ||||||||||
| Deferred income tax benefit | (4,725) | (163,604) | ||||||||||
| Other | 14,472 | 6,469 | ||||||||||
| Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses: | ||||||||||||
| Accounts receivable | (16,945) | (42,265) | ||||||||||
| Other receivables | 309 | 5,531 | ||||||||||
| Other current and noncurrent assets | 9,719 | (56,637) | ||||||||||
| Accounts payable and accrued expenses | 9,651 | 28,362 | ||||||||||
| Net cash provided by (used in) operating activities of continuing operations | 14,398 | (96,924) | ||||||||||
| Investing activities: | ||||||||||||
| Proceeds from sale of property and equipment | 1,495 | 1,406 | ||||||||||
| Purchases of property and equipment | (16,650) | (19,396) | ||||||||||
| Purchase of a business, net of cash acquired | — | (1,565,242) | ||||||||||
| Other | 31 | (174) | ||||||||||
| Net cash used in investing activities of continuing operations | (15,124) | (1,583,406) | ||||||||||
| Financing activities: | ||||||||||||
| Repayments of finance lease obligations | (9,376) | (9,127) | ||||||||||
| Proceeds from credit facility | 85,000 | — | ||||||||||
| Payments on credit facility | (85,000) | (80,000) | ||||||||||
| Payment of debt issuance costs | — | (60,591) | ||||||||||
| Payment of earn-out liability | — | (12,247) | ||||||||||
| Proceeds from common stock issued under employee stock purchase plan | 434 | 369 | ||||||||||
| Payment of minimum tax withholdings on share-based awards | (1,001) | (1,361) | ||||||||||
| Net cash used in financing activities of continuing operations | (9,943) | (162,957) | ||||||||||
| Effect of exchange rate changes on cash | 710 | 745 | ||||||||||
| Net decrease in cash and cash equivalents, and restricted cash and restricted cash equivalents from continuing operations | (9,959) | (1,842,542) | ||||||||||
| Cash from discontinued operation: | ||||||||||||
| Net cash used in operating activities of discontinued operation | — | (4,876) | ||||||||||
| Net decrease in cash and cash equivalents, and restricted cash and restricted cash equivalents | (9,959) | (1,847,418) | ||||||||||
| Cash and cash equivalents and restricted cash and restricted cash equivalents at beginning of period | 105,266 | 1,952,073 | ||||||||||
| Cash and cash equivalents, and restricted cash and restricted cash equivalents at end of period | $ | 95,307 | $ | 104,655 |
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 and six months ended June 30, 2025 and 2024, this press release contains the following non-GAAP financial measures: earnings before interest, taxes, depreciation and amortization (“EBITDA”), and free cash flow.
All non-GAAP financial measures are presented on a continuing operations basis.
The Company believes that 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.
With respect to the 2025 Consolidated EBITDA guidance, please note that the Company is not providing a quantitative reconciliation of Consolidated EBITDA to Net Income because it is not available without unreasonable efforts. The Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation, or to quantify the probable significance of these items. The adjustments required for any such reconciliation of the Company’s forward-looking non-GAAP financial measures cannot be accurately forecast by the Company, and therefore the reconciliation has been omitted.
The following is a reconciliation of net income to Consolidated EBITDA for the three and six months ended June 30, 2025 and 2024 (in thousands):
| Three Months Ended | Six Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||
| Net loss from continuing operations | $ | (20,364) | $ | (966,471) | $ | (81,555) | $ | (1,055,265) |
| Interest expense | 45,326 | 47,265 | 90,873 | 88,018 | ||||
| Income tax (benefit) expense | (16,749) | (174,942) | 2,840 | (193,292) | ||||
| Depreciation and amortization | 36,806 | 48,639 | 74,166 | 80,425 | ||||
| Reported EBITDA | 45,019 | (1,045,509) | 86,324 | (1,080,114) | ||||
| Impairment of goodwill | — | 1,092,714 | — | 1,092,714 | ||||
| Transaction and integration costs | 5,987 | 10,018 | 19,913 | 71,942 | ||||
| Severance costs | 830 | 4,029 | 2,404 | 11,585 | ||||
| Change in the TRA Liability | 6,864 | — | 6,864 | — | ||||
| Optimization project costs | 691 | — | 1,722 | — | ||||
| Pro forma synergies | — | 5,747 | — | 16,254 | ||||
| Pro forma savings | — | 10,328 | — | 21,775 | ||||
| Other | 14,422 | 11,670 | 25,545 | 18,201 | ||||
| Consolidated EBITDA | $ | 73,813 | $ | 88,997 | $ | 142,772 | $ | 152,357 |
The following is a reconciliation of net cash provided by operating activities to free cash flow for the three and six months ended June 30, 2025 and 2024 (in thousands):
| Three Months Ended | Six Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||
| Net cash provided by operating activities | $ | (13,217) | $ | (45,200) | $ | 14,398 | $ | (96,924) |
| Proceeds from sale of property and equipment | 804 | 557 | 1,495 | 1,406 | ||||
| Purchases of property and equipment | (4,744) | (14,426) | (16,650) | (19,396) | ||||
| Free cash flow | $ | (17,157) | $ | (59,069) | $ | (757) | $ | (114,914) |
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 expectations regarding the Company’s long-term growth; ability to achieve and accelerate synergy capture and eliminate costs from our structure; expectations regarding the Company’s expedited freight business; ability to achieve the intended benefits of the acquisition of Omni Logistics, including any revenue and cost synergies; 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; the Company’s beliefs regarding the key drivers of sustainable growth and long-term profitability and expectations regarding the Company's revenue growth strategies, including with respect to operational efficiency and cost control.
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 tariffs, 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, 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, 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:
Investors:
Tony Carreño
investorrelations@forwardair.com
Media:
Justin Moss
(404) 362-8933
jmoss@forwardair.com
14
fwrd2q25earningspresenta
Forward Air Corporation Earnings Presentation 2Q25 August 11, 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,” “us” or “our”); the freight market and our position therein should the freight market normalize, including with respect to our ability to grow relative to the market; our beliefs regarding the flexibility of our network; opportunities to improve the Expedited Freight segment’s margins and the ability to grow volume in the network; our 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; our beliefs regarding pricing and the key drivers of customer retention, our goals to achieve sustainable growth and long-term profitability; our 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; our plans to improve and priority liquidity and cash conversion; improving Adjusted EBITDA; our expectations and beliefs regarding the strategic alternative process; our beliefs regarding the ability to drive sustainable growth amidst an uncertain macroeconomic landscape; the impact of tariffs; 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; plans to streamline and simplify our global structure and position it for growth; 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 stockholders. 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 Adjusted EBITDA, Adjusted EBITDA Margin %, 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 2Q25 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 250K+ Shipments 4M+ Global warehousing sqft. 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 ~ 12% of revenue ~ 9% of revenue ~ 9% of revenue
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% of 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. FY24 Revenue % by Customer Region1 All figures for FY24
C o m b i n e d O v e r v i e w Recognized for Exceptional Service, Performance, and Partnership Omni Logistics Named doTERRA's 2024 International and Domestic Forwarder of the Year 10 GLT LogisticsdoTERRA Expediter ServicesAMD AMD Honors Reflect Strong Collaboration and Dedication to Customer Success of Omni Logistics Expediter Services Presents Forward Air with the Empowerment Award in Recognition of Women-Owned Business Initiative Support Forward Air Selected as GLT Logistics' 2024 "Commitment to Excellence" Carrier of the Year
E a r n i n g s P r e s e n t a t i o n 2Q25 Results 11
2 Q 2 5 R e s u l t s 2Q25 Highlights 2Q25 $619 Revenue $20 Operating Income $74 Consolidated EBITDA1 11.9% Margin $368 Liquidity 5.7x LTM Net Leverage2 12 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
$89 $86 $69 $69 $74 13.8% 13.1% 10.9% 11.2% 11.9% 2Q24 3Q24 4Q24 1Q25 2Q25 $644 $656 $633 $613 $619 2Q24 3Q24 4Q24 1Q25 2Q25 2 Q 2 5 R e s u l t s | C o n s o l i d a t e d Consolidated Results by Quarter 1. Reconciliation of Non-GAAP financial measures available in the Appendix. Calculated pursuant to the Senior Secured Loan Credit Agreement. Revenue Consolidated EBITDA1 & Consolidated EBITDA Margin %1 13 In millions, except for margin
2 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 14 $291 $285 $266 $249 $258 2Q24 3Q24 4Q24 1Q25 2Q25 $33 $30 $18 $26 $30 11.2% 10.4% 6.6% 10.4% 11.6% 2Q24 3Q24 4Q24 1Q25 2Q25 In millions, except for margin
2 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 pricing and margin improvement 15 Revenue per CWT, ex fuel1,2 & Reported EBITDA Margin3 Revenue per Shipment, ex fuel1,2 & Reported EBITDA Margin3 $24.38 $24.09 $23.74 $24.76 $24.82 11.2% 10.4% 6.6% 10.4% 11.6% 2Q24 3Q24 4Q24 1Q25 2Q25 Revenue per CWT, ex fuel Reported EBITDA Margin +4.5% $200 $207 $203 $208 $209 11.2% 10.4% 6.6% 10.4% 11.6% 2Q24 3Q24 4Q24 1Q25 2Q25 Revenue per Shipment, ex fuel Reported EBITDA Margin +2.9% 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 in 4Q24 and is now fully reflected in 2Q25. • Sequential and year-over-year pricing and margin improvement. • 500 bps margin growth since implementing in 4Q24.
0.12% 0.18% 0.14% 0.12% 0.13% 0.13% 0.15% 2020 2021 2022 2023 2024 1Q25 2Q25 2 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 16 Omni acquisition Expedited Freight Segment Claims Ratio1 • 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.
2 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 17 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. $312 $335 $326 $323 $328 2Q24 3Q24 4Q24 1Q25 2Q25 $20 $27 $32 $26 $30 6.4% 8.0% 9.8% 7.9% 9.0% 2Q24 3Q24 4Q24 1Q25 2Q25 In millions, except for margin
2 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 $59 $57 $60 $62 $59 2Q24 3Q24 4Q24 1Q25 2Q25 $10 $9 $10 $10 $9 16.9% 15.1% 17.5% 16.4% 15.1% 2Q24 3Q24 4Q24 1Q25 2Q25 In millions, except for margin 18
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 19
2Q24 3Q24 4Q24 1Q25 2Q25 1H25 Change in Unrestricted Cash ($67) $52 ($32) $11 ($21) ($10) (+) Debt Service 46 27 64 25 59 84 (-) LC Release 0 (19) (2) 0 0 0 Unlevered Free Cash Flow1 ($21) $60 $31 $37 $38 $74 (+) Professional Fees 21 22 12 9 14 23 (+) Earnouts & Purchase Price Adjustments 12 0 0 0 0 0 Operating Cash Flow1 $12 $81 $42 $46 $52 $98$12 $81 $42 $46 $52 2Q24 3Q24 4Q24 1Q25 2Q25 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 Resilient cash generation despite freight recession 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. 20 • Operating cash flow improved by $40M over the prior year 2Q • Asset-light business model with meaningful upside as cost savings measures are recognized Operating Cash Flow & Unlevered Free Cash Flow1 In millions +$40M year-over-year
$105 $46 ($25) ($9) $116 $52 ($59) ($14) $95 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 1H25 Cash Bridge 21 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 $98M in 1H25. • Debt service of $84M in 1H25, including $34M of semi-annual coupon on SSN in 2Q25. • Unrestricted cash balance decreased $10M from 4Q24 to 2Q25. In millions 12/31 Unrestricted Cash Balance Operating Cash Flow1 Debt Service Professional Fees 3/31 Unrestricted Cash Balance Operating Cash Flow1 Debt Service Professional Fees 6/30 Unrestricted Cash Balance 1Q25 2Q25
$340 $322 $277 $277 $273 $68 $122 $86 $101 $79 $20 $2 <$1 <$1 <$1 $17 $15 $19 $15 $16 2Q24 3Q24 4Q24 1Q25 2Q25 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 Cash1,3 Revolving Credit Facility4 Restricted Cash Deduction Foreign Subsidiary Deduction * 22 * * * * 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. In millions 5.2x 5.4x 5.5x 5.3x 5.7x 6.75x 2Q24 3Q24 4Q24 1Q25 2Q25 Liquidity5 $445 $460 $382 $393 $368 Gross Cash* $105 $138 $105 $117 $95 in millions 2Q24 3Q24 4Q24 1Q25 2Q25 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 Cash1,3 68 122 86 101 79 Net Debt 1,702 1,648 1,684 1,669 1,691 Consolidated LTM EBITDA1 325 307 308 313 298 Net Leverage Ratio1 5.2x 5.4x 5.5x 5.3x 5.7x
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. 23 $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 24
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 25 1. Combined claims ratio for Expedited Freight and Omni as of FY24. Calculated as claims amount paid divided by revenue for FY24. 2. Since closing the Omni acquisition.
3.1% 4.4% 4.4% 7.3% 7.8% 32.2% 20.2% 15.4% 14.6% 9.7% 7.7% 10.4% 8.1% 5.9% 5.2% 4.7% 0.6% 16.5% 13.5% 13.0% 11.2% 11.1% 8.6% 2Q24 3Q24 4Q24 1Q25 2Q25 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. For comparability purposes, Reported EBITDA Margin is calculated as Operating Income plus depreciation & amortization and impairment of goodwill. 2. Using 1Q25 LTM figures for peers and Forward Air segments. 3. Weighted average by segment (excludes Forward segments). 4. Reconciliation of Non-GAAP financial measures available in the Appendix. 17.9% Average3 5.8% Average3 12.1% Average3 26 Forward Consolidated Less-than-Truckload 3PL / Freight Forwarders Truckload / Intermodal LTM Reported EBITDA margin1,4 LTM 1Q25 Peer and Forward Segment Reported EBITDA Margin1,2 Ex pe di te d Fr ei gh t O m ni Lo gi st ic s In te rm od al C om bi ne d LTM 1Q25 Peers versus FWRD by segment
E a r n i n g s P r e s e n t a t i o n Closing Summary 01 Delivering exceptional service, performance, and partnership 02 Continued pricing and margin improvement in Expedited Freight 03 Steady performance from Omni Logistics and Intermodal 04 Resilient operating cash flow generation despite freight recession 05 Quality of earnings improving 06 Seeing the benefits of diversified product portfolio 27
E a r n i n g s P r e s e n t a t i o n Appendix 28
A p p e n d i x Net Income to Adjusted and Consolidated EBITDA Reconciliation 29 1. Non-GAAP financial measure. 2. Totals may not foot due to rounding. In millions, except for LTM Net Leverage Adjusted & Consolidated EBITDA Reconciliation 2Q24 3Q24 4Q24 1Q25 2Q25 LTM (6/30/2025) Net (loss) income from continuing operations ($966) ($34) ($35) ($61) ($20) ($151) Interest expense 47 53 48 46 45 192 Income tax (benefit) expense (175) 1 67 20 (17) 71 Depreciation and amortization 49 26 38 37 37 138 Reported EBITDA1,2 ($1,046) $46 $118 $41 $45 $250 Impairment of goodwill 1,093 15 (79) -- -- (64) Transaction and integration costs 10 (1) 10 14 6 29 Change in TRA Liability -- -- -- -- 7 7 Severance costs 4 3 2 2 1 7 Optimization project costs -- -- 10 1 1 12 Other 12 13 2 11 14 41 Adjusted EBITDA1,2 $73 $76 $63 $69 $74 $281 Pro forma synergies 6 5 1 -- -- 6 Pro forma savings 10 6 5 -- -- 11 $89 $86 $69 $69 $74 $298 Consolidated First Lien Indebtedness 1,770 Net Cash & Cash Equivalents (79) Net Debt $1,691 Consolidated First Lien Net Leverage Ratio 5.7x
A p p e n d i x Segment Performance – Expedited Freight 30 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 2Q24 3Q24 4Q24 1Q25 2Q25 LTM 1Q25 LTM 2Q25 Operating revenue $291 $285 $266 $249 $258 $1,091 $1,058 Operating expenses Purchased transportation 143 140 136 121 124 539 521 Salaries, wages, and employee benefits 64 59 57 53 54 232 223 Operating leases 15 16 18 15 17 64 66 Depreciation and amortization 11 10 10 10 10 42 42 Insurance and claims 11 12 10 10 11 43 43 Fuel expense 2 2 3 2 3 10 10 Other operating expenses 24 26 24 22 19 97 91 Total operating expenses 269 265 259 234 238 1,027 996 Income (loss) from operations $22 $19 $7 $16 $20 $64 $62 (+) Depreciation and amortization 11 10 10 10 10 42 42 Reported EBITDA $33 $30 $18 $26 $30 $106 $103 Reported EBITDA Margin % 11.2% 10.4% 6.6% 10.4% 11.6% 9.7% 9.8%
A p p e n d i x Segment Performance – Omni Logistics 31 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 2Q24 3Q24 4Q24 1Q25 2Q25 LTM 1Q25 LTM 2Q25 Operating revenue $312 $335 $326 $323 $328 $1,295 $1,312 Operating expenses Purchased transportation 179 195 183 186 185 742 749 Salaries, wages, and employee benefits 58 55 54 57 62 224 228 Operating leases 27 28 23 27 26 104 103 Depreciation and amortization 33 11 23 22 22 89 78 Insurance and claims 3 3 4 3 1 13 11 Fuel expense 1 1 1 1 1 4 4 Other operating expenses 25 26 29 25 24 104 103 Impairment of goodwill 1,093 15 (79) - - 1,028 (64) Total operating expenses 1,418 333 237 320 321 2,308 1,212 Income (loss) from operations ($1,106) $1 $89 $3 $7 ($1,013) $100 (+) Impairment of goodwill 1,093 15 (79) - - 1,028 (64) Adjusted income (loss) from operations ($13) $16 $9 $3 $7 $16 $36 (+) Depreciation and amortization 33 11 23 22 22 89 78 Reported EBITDA3 $20 $27 $32 $26 $30 $104 $114 Reported EBITDA Margin %3 6.4% 8.0% 9.8% 7.9% 9.0% 8.1% 8.7%
A p p e n d i x Segment Performance – Intermodal 32 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 2Q24 3Q24 4Q24 1Q25 2Q25 LTM 1Q25 LTM 2Q25 Operating revenue $59 $57 $60 $62 $59 $239 $239 Operating expenses Purchased transportation 19 18 19 20 20 77 77 Salaries, wages, and employee benefits 15 15 14 16 15 60 60 Operating leases 5 6 6 6 5 23 23 Depreciation and amortization 5 5 5 5 5 19 18 Insurance and claims 3 3 2 3 3 10 11 Fuel expense 2 2 2 2 2 8 8 Other operating expenses 6 6 5 5 4 22 21 Total operating expenses 54 53 54 57 55 218 219 Income (loss) from operations $5 $4 $6 $6 $4 $21 $20 (+) Depreciation and amortization 5 5 5 5 5 19 18 Reported EBITDA $10 $9 $10 $10 $9 $39 $38 Reported EBITDA Margin % 16.9% 15.1% 17.5% 16.4% 15.1% 16.5% 16.0%
A p p e n d i x Consolidated LTM Financials by Quarter 33 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 2Q24 LTM 3Q24 LTM 4Q24 LTM 1Q25 LTM 2Q25 Operating revenue $1,865 $2,180 $2,474 $2,546 $2,521 Operating expenses Purchased transportation 898 1,081 1,251 1,278 1,260 Salaries, wages, and employee benefits 420 478 536 549 551 Operating leases 126 155 182 192 195 Depreciation and amortization 112 124 144 150 138 Insurance and claims 52 56 65 67 68 Fuel expense 22 21 21 22 21 Other operating expenses 290 293 310 252 230 Impairment of goodwill 1,093 1,107 1,028 1,028 (64) Total operating expenses 3,012 3,316 3,537 3,538 2,398 Income (loss) from operations ($1,147) ($1,136) ($1,063) ($992) $123 (+) Impairment of goodwill 1,093 1,107 1,028 1,028 (64) Adjusted income (loss) from operations ($54) ($28) ($35) $36 $59 (+) Depreciation and amortization 112 124 144 150 138 Reported EBITDA2 $58 $96 $109 $186 $196 Reported EBITDA Margin %2 3.1% 4.4% 4.4% 7.3% 7.8%
A p p e n d i x Expedited Freight Segment Operating Metrics 34 Shipments per Day1 Weight per Shipment Revenue per Shipment, excluding fuel1,2 In thousands In pounds (7.0)% (4.8)% 1.4% 3.4% (2.3)% (9.0)% (10.9)% (15.4)% YoY % change 7.7% 11.3% 7.4% 2.5% 4.5% 5.0% 1.6% 2.7% YoY % change 0.2% 2.4% 0.7% 3.7% 4.0% 4.0% 4.1% 4.6% YoY % change 1. Excludes assessorial and Truckload products. 2. Includes intercompany revenue between the Network and Truckload revenue streams. 13.3 13.4 12.9 13.6 13 12.2 11.5 11.5 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 821 815 827 821 858 856 840 843 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 $199 $195 $200 $200 $207 $203 $208 $209 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25
Forward Air Corporation (NASDAQ: FWRD) IR Contact | Tony Carreño investorrelations@forwardair.com https://ir.forwardaircorp.com