EX-99.1 2 exhibit991q12025pressrelea.htm EX-99.1 Document

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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, 2025March 31, 2024ChangePercent Change
Operating revenue$613,281 $541,813 $71,468 13.2 %
Income (loss) from operations$4,763 $(65,732)$70,495 107.2 %
Operating margin0.8 %(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.
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Forward Air Corporation
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited, in thousands, except per share data)
 Three Months Ended
March 31, 2025March 31, 2024
Operating revenues:
Expedited Freight$249,381 $273,295 
Omni Logistics323,470 224,838 
Intermodal62,492 56,292 
Corporate142 — 
Eliminations and other operations(22,204)(12,612)
Operating revenues613,281 541,813 
Operating expenses:  
Purchased transportation304,262 277,015 
Salaries, wages and employee benefits141,915 128,867 
Operating leases48,792 38,803 
Depreciation and amortization37,360 31,786 
Insurance and claims15,007 12,881 
Fuel expense5,649 5,246 
Other operating expenses55,533 112,947 
Total operating expenses608,518 607,545 
Income (loss) from operations:
Expedited Freight15,634 19,498 
Omni Logistics3,375 (28,585)
Intermodal 5,542 3,586 
Other Operations(19,788)(60,231)
Income (loss) from operations4,763 (65,732)
Other expense:  
Interest expense, net(45,547)(40,753)
Foreign exchange loss(922)(668)
Other income, net104 9 
Total other expense(46,365)(41,412)
Net loss before income taxes(41,602)(107,144)
Income tax (benefit) expense19,589 (18,350)
Net loss(61,191)(88,794)
Net loss attributable to non-controlling interest(10,554)(27,082)
Net loss attributable to Forward Air$(50,637)$(61,712)
Basic and diluted loss per share attributable to Forward Air$(1.68)$(2.81)
Net loss$(61,191)$(88,794)
Other comprehensive income (loss):
Foreign currency translation adjustments265 (151)
Comprehensive loss (60,926)(88,945)
Comprehensive loss attributable to non-controlling interest(10,554)(27,082)
Comprehensive loss attributable to Forward Air$(50,372)$(61,863)
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Expedited Freight Segment Information
(In thousands)
(Unaudited)
Three Months Ended
 March 31, 2025Percent of RevenueMarch 31, 2024Percent of RevenueChangePercent Change
Operating revenues:
Network 1
$190,162 76.3 %$214,493 78.5 %$(24,331)(11.3)%
Truckload39,255 15.7 37,055 13.6 2,200 5.9 
Other19,964 8.0 21,747 7.9 (1,783)(8.2)
Total operating revenues249,381 100.0 273,295 100.0 (23,914)(8.8)
Operating expenses:
Purchased transportation120,680 48.4 127,760 46.7 (7,080)(5.5)
Salaries, wages and employee benefits52,577 21.1 62,553 22.9 (9,976)(15.9)
Operating leases15,433 6.2 14,982 5.5 451 3.0 
Depreciation and amortization10,379 4.2 10,290 3.8 89 0.9 
Insurance and claims10,308 4.1 10,652 3.9 (344)(3.2)
Fuel expense2,471 1.0 2,581 0.9 (110)(4.3)
Other operating expenses21,899 8.7 24,979 9.2 (3,080)(12.3)
Total operating expenses233,747 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.

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Expedited Freight Operating Statistics
Three Months Ended
March 31, 2025March 31, 2024Percent Change
Business days63 64 (1.6)%
Tonnage 1,2
    Total pounds610,635 684,995 (10.9)
    Pounds per day9,693 10,703 (9.4)
Shipments 1,2
    Total shipments727 828 (12.2)
    Shipments per day11.5 12.9 (10.9)
Weight per shipment840 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

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Omni Logistics Segment Information
(In thousands)
(Unaudited)
Three Months Ended
 March 31, 2025Percent of RevenueMarch 31, 2024Percent of RevenueChangePercent Change
Operating revenue$323,470 100.0 %$224,838 100.0 %$98,632 43.9 %
Operating expenses:
Purchased transportation185,734 57.4 144,424 64.2 41,310 28.6 
Salaries, wages and employee benefits56,783 17.6 48,775 21.7 8,008 16.4 
Operating leases27,090 8.4 19,127 8.5 7,963 41.6 
Depreciation and amortization22,230 6.9 16,869 7.5 5,361 31.8 
Insurance and claims2,615 0.8 2,053 0.9 562 27.4 
Fuel expense1,017 0.3 304 0.1 713 234.5 
Other operating expenses24,626 7.6 21,871 9.8 2,755 12.6 
Total operating expenses320,095 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 %



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Intermodal Segment Information
(In thousands)
(Unaudited)
Three Months Ended
 March 31, 2025Percent of RevenueMarch 31, 2024Percent of RevenueChangePercent Change
Operating revenue$62,492 100.0 %$56,292 100.0 %$6,200 11.0 %
Operating expenses:
Purchased transportation20,176 32.3 17,443 31.0 2,733 15.7 
Salaries, wages and employee benefits15,931 25.5 15,082 26.8 849 5.6 
Operating leases5,778 9.2 4,692 8.3 1,086 23.1 
Depreciation and amortization4,720 7.6 4,627 8.2 93 2.0 
Insurance and claims2,791 4.5 2,606 4.6 185 7.1 
Fuel expense2,155 3.4 2,361 4.2 (206)(8.7)
Other operating expenses5,399 8.6 5,895 10.5 (496)(8.4)
Total operating expenses56,950 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, 2025March 31, 2024Percent Change
Drayage shipments64,449 62,659 2.9 %
Drayage revenue per shipment$883 $822 7.4 %

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Forward Air Corporation
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
 March 31, 2025December 31, 2024
Assets
Current assets: 
Cash and cash equivalents$116,311 $104,903 
Restricted cash and restricted cash equivalents363 363 
   Accounts receivable, less allowance of $3,264 in 2025 and $3,269 in 2024
336,398 322,291 
Prepaid expenses29,398 29,053 
Other current assets10,895 15,890 
Total current assets493,365 472,500 
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 assets408,642 410,084 
Goodwill522,712 522,712 
Other acquired intangibles, net of accumulated amortization of $235,999 in 2025 and $212,905 in 2024
976,122 999,216 
Other long term assets71,793 71,941 
Total assets$2,803,842 $2,802,641 
Liabilities and Shareholders' Equity 
Current liabilities: 
Accounts payable$111,510 $105,692 
Accrued expenses143,533 119,836 
Other current liabilities68,197 45,148 
Current portion of debt and finance lease obligations17,446 16,930 
Current portion of operating lease liabilities97,578 96,440 
Total current liabilities438,264 384,046 
Finance lease obligations, less current portion34,332 30,858 
Long-term debt, less current portion1,678,647 1,675,930 
Liabilities under tax receivable agreement13,295 13,295 
Operating lease liabilities, less current portion324,957 325,640 
Other long-term liabilities52,164 48,835 
Deferred income taxes35,177 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 capital546,556 542,392 
Accumulated deficit (389,759)(338,230)
Accumulated other comprehensive loss(2,467)(2,732)
Total Forward Air shareholders' equity154,634 201,728 
Noncontrolling interest72,372 84,140 
Total shareholders' equity227,006 285,868 
Total liabilities and shareholders' equity$2,803,842 $2,802,641 
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Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended
March 31, 2025March 31, 2024
Operating activities:
Net loss$(61,191)$(88,794)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization37,360 31,786 
Share-based compensation expense2,958 1,567 
Provision for revenue adjustments647 1,038 
Deferred income tax expense (benefit)(2,792)2,945 
Other3,799 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 assets767 (7,104)
Accounts payable and accrued expenses67,646 17,802 
Net cash provided by (used in) operating activities27,615 (51,719)
Investing activities:
Proceeds from sale of property and equipment691 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 facility25,000 — 
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 cash357 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 
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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, 2025March 31, 2024
Net (loss) income$(61,191)$(88,794)
Interest expense45,547 40,753 
Income tax (benefit) expense19,589 (18,350)
Depreciation and amortization37,360 31,786 
Reported EBITDA41,305 (34,605)
Transaction and integration costs 13,926 61,924 
Severance costs1,574 7,556 
Optimization project costs1,031 — 
Pro forma synergies— 10,507 
Pro forma savings— 11,447 
Other11,123 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):
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Three Months Ended
March 31, 2025March 31, 2024
Net cash provided by (used in) operating activities$27,615 $(51,719)
Proceeds from sale of property and equipment691 849 
Purchases of property and equipment(11,906)(4,970)
Free cash flow$16,400 $(55,840)



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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
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