EX-99.1 2 exhibit991q12025pressrelea.htm EX-99.1
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 res ults 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.
2

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) |  |  |  |  |

3

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.

4

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

5

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 | % |  |  |  |  |  |  |  |

6

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 | %

7

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 |  |

8

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 |

9

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):
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|  | 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) |  |  |  |  |

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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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