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Forward Air Corporation Reports Fourth Quarter and Full Year 2024 Results

Business Wire 26-Feb-2025 4:00 PM

Full year results near the top end of guidance range

Executed more than $100 million in annualized cost synergies in first year following Omni transaction

Transitioning from Integration to Transformation

Forward Air Corporation (NASDAQ:FWRD) (the "Company", "Forward Air", "we", "our", or "us") today reported financial results for the three and twelve months ended December 31, 2024 as presented in the tables below on a continuing operations basis, with the Company's former Final Mile business being reported as discontinued operations.

"As we turn the page on the first year operating as a combined company following the acquisition of Omni, I want to express my gratitude to our associates for their dedication to making our customers their top priority," said Shawn Stewart, Chief Executive Officer. "We kept our focus on stabilizing the Company and integrating the Forward Air and Omni's networks, and I am pleased with the pace and rigor of our work. We delivered full year 2024 Consolidated EBITDA results near the top end of our guidance range, and we more than delivered on the previously committed $75 million of integration synergies. Combining the integration synergies with additional cost saving actions and other efficiency initiatives executed throughout the year, we delivered more than $100 million in annualized savings. While we have more work to do, I am proud of what we accomplished and I expect the foundational changes and investments made in 2024, coupled with the broader transformation we are embarking on, to improve our results and benefit the Company for many years to come."

"As a combined company, we are equipped with an enhanced suite of global, vertically-integrated services to meet our customers' needs. Our integration and continued operational initiatives are creating a more efficient, nimble and unified company, which we believe better enable us to leverage both networks and provide best-in-class solutions and service to our customers."

"The team that we assembled has made significant progress over a very short period and watching how they have worked together gives me a great deal of confidence as we look ahead and with our new chief commercial officer in place we expect to be playing a lot more offense than we have been since the combination. As we move to the growth phase of our evolution, our priorities in 2025 include technology system simplification and rationalization, global shared service efficiencies and expanding synergistic service offerings for our customers both domestically and around the world," concluded Stewart.

Jamie Pierson, Chief Financial Officer added, "For the fourth quarter 2024, we reported consolidated revenue of $633 million and income from continuing operations of $76 million which includes a goodwill impairment adjustment of $79 million that favorably impacted the quarter. On a segment basis, Omni Logistics' income from operations was favorably impacted by the goodwill impairment adjustment, and it reported its best quarterly reported EBITDA since the transaction. The Intermodal segment maintained its steady performance and improved income from operations compared to a year ago. However, the Expedited Freight segment was negatively impacted by a pricing strategy put in place prior to the acquisition that focused more on growing volume than profitability. We implemented corrective pricing actions during the fourth quarter and are beginning to see results in line with our expectations. We expect to see the full run rate of these actions by the end of February.

"For the fourth 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. For the full year, 2024 Consolidated EBITDA was $308 million, which resulted in an approximate $59 million cushion per the terms of the recently amended Credit Agreement's consolidated first lien net leverage ratio covenant. While we are proud of our collective accomplishments, there is more to do, and we are by no means satisfied with the results nor are we finished combining and transforming this now global opportunity.

"Liquidity at the end of the fourth quarter was $382 million compared to $460 million at the end of the third quarter. The quarter-over-quarter change was impacted by a $40 million reduction to the size of the credit facility in conjunction with the recent amendment to the credit agreement and $60 million in interest payments made in the fourth quarter. Overall, I'm encouraged by the trends in cash flow in the second half of the year as we reduced acquisition-related costs and integration expenses compared to the first half of the year. The focus on reducing these items contributed to an increase of $20 million in cash and cash equivalents from the end of the second quarter through the end of the year," concluded Pierson.

Continuing Operations

 

Three Months Ended

(in thousands, except per share data)

 

December 31, 2024

 

December 31, 2023

 

Change

 

Percent Change

Operating revenue

 

$

632,846

 

 

$

338,428

 

 

$

294,418

 

 

87.0

%

Income from operations

 

 

75,855

 

 

$

3,000

 

 

$

72,855

 

 

2,428.5

%

Operating margin

 

 

12.0

%

 

 

0.9

%

 

1,110 bps

Net income

 

$

(35,378

)

 

$

(14,721

)

 

$

(20,657

)

 

140.3

%

Net income per diluted share

 

$

(1.23

)

 

$

(0.58

)

 

$

(0.65

)

 

112.1

%

Cash provided by operating activities

 

$

(30,492

)

 

$

57,092

 

 

$

(87,584

)

 

(153.4

)%

 

 

 

 

 

 

 

 

 

Non-GAAP Financial Measures: 1

 

 

 

 

 

 

 

 

Consolidated EBITDA

 

$

69,259

 

 

$

94,022

 

 

$

(24,763

)

 

(26.3

)%

 

 

 

 

 

 

 

 

 

Free cash flow

 

$

(35,098

)

 

$

48,913

 

 

$

(84,011

)

 

(171.8

)%

 

 

 

 

 

 

 

 

 

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

 

Continuing Operations

 

Twelve Months Ended

(in thousands, except per share data)

 

December 31, 2024

 

December 31, 2023

 

Change

 

Percent Change

Operating revenue

 

$

2,474,262

 

 

$

1,370,735

 

 

$

1,103,527

 

 

80.5

%

Income from operations

 

$

(1,062,936

)

 

$

88,210

 

 

$

(1,151,146

)

 

(1,305.0

)%

Operating margin

 

 

(43.0

)%

 

 

6.4

%

 

(4,940) bps

Net income

 

$

(1,124,841

)

 

$

42,803

 

 

$

(1,167,644

)

 

(2,727.9

)%

Net income per diluted share

 

$

(29.43

)

 

$

1.64

 

 

$

(31.07

)

 

(1,894.5

)%

Cash provided by operating activities

 

$

(76,262

)

 

$

199,212

 

 

$

(275,474

)

 

(138.3

)%

 

 

 

 

 

 

 

 

 

Non-GAAP Financial Measures: 1

 

 

 

 

 

 

 

 

Consolidated EBITDA

 

$

307,711

 

 

$

402,100

 

 

$

(94,389

)

 

(23.5

)%

 

 

 

 

 

 

 

 

 

Free cash flow

 

$

(108,185

)

 

$

172,228

 

 

$

(280,413

)

 

(162.8

)%

 

 

 

 

 

 

 

 

 

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

Review of Financial Results

Forward Air will hold a conference call to discuss fourth quarter and full year 2024 results on Wednesday, February 26, 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) 445-7795, Access Code: FWRDQ424.

A replay of the conference call will be available on the Investor Relations portion of the Company's website at ir.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 Air 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 Income

(Unaudited, in thousands, except per share data)

 

 

 

 

 

Three Months Ended

 

Twelve Months Ended

 

December 31, 2024

 

December 31, 2023

 

December 31, 2024

 

December 31, 2023

Operating revenue:

 

 

 

 

 

 

 

Expedited Freight

$

265,879

 

 

$

279,070

 

 

$

1,115,163

 

 

$

1,096,958

 

Omni

 

325,609

 

 

 

 

 

 

1,196,841

 

 

 

 

Intermodal

 

59,829

 

 

 

59,440

 

 

 

232,832

 

 

 

274,043

 

Corporate

 

164

 

 

 

 

 

 

164

 

 

 

 

Eliminations and other operations

 

(18,635

)

 

 

(82

)

 

 

(70,738

)

 

 

(266

)

Operating revenue

 

632,846

 

 

 

338,428

 

 

 

2,474,262

 

 

 

1,370,735

 

Operating expenses:

 

 

 

 

 

 

 

Purchased transportation

 

319,498

 

 

 

150,351

 

 

 

1,250,570

 

 

 

586,195

 

Salaries, wages, and employee benefits

 

130,024

 

 

 

71,583

 

 

 

536,406

 

 

 

287,566

 

Operating leases

 

48,326

 

 

 

20,908

 

 

 

182,197

 

 

 

87,413

 

Depreciation and amortization

 

37,657

 

 

 

17,579

 

 

 

143,978

 

 

 

57,405

 

Insurance and claims

 

19,721

 

 

 

11,145

 

 

 

64,682

 

 

 

50,133

 

Fuel expense

 

5,500

 

 

 

5,271

 

 

 

21,460

 

 

 

22,004

 

Other operating expenses

 

75,333

 

 

 

58,591

 

 

 

309,508

 

 

 

191,809

 

Impairment of goodwill

 

(79,068

)

 

 

 

 

 

1,028,397

 

 

 

 

Total operating expenses

 

556,991

 

 

 

335,428

 

 

 

3,537,198

 

 

 

1,282,525

 

Income (loss) from continuing operations

 

 

 

 

 

 

 

Expedited Freight

 

7,238

 

 

 

26,745

 

 

 

67,951

 

 

 

116,040

 

Omni

 

88,520

 

 

 

 

 

 

(1,044,803

)

 

 

 

Intermodal

 

5,931

 

 

 

5,068

 

 

 

18,925

 

 

 

25,327

 

Other operations

 

(25,834

)

 

 

(28,813

)

 

 

(105,009

)

 

 

(53,157

)

Income (loss) from continuing operations

 

75,855

 

 

 

3,000

 

 

 

(1,062,936

)

 

 

88,210

 

Other expense:

 

 

 

 

 

 

 

Interest expense, net

 

(48,427

)

 

 

(23,976

)

 

 

(189,215

)

 

 

(31,571

)

Foreign exchange gain

 

3,005

 

 

 

 

 

 

1,093

 

 

 

 

Other income (expense), net

 

1,188

 

 

 

 

 

 

1,226

 

 

 

 

Total other expense

 

(44,234

)

 

 

(23,976

)

 

 

(186,896

)

 

 

(31,571

)

Income (loss) from continuing operations before income taxes

 

31,621

 

 

 

(20,976

)

 

 

(1,249,832

)

 

 

56,639

 

Income tax expense (benefit)

 

67,000

 

 

 

(6,255

)

 

 

(124,990

)

 

 

13,836

 

Net income (loss) from continuing operations

 

(35,378

)

 

 

(14,721

)

 

 

(1,124,841

)

 

 

42,803

 

Income (loss) from discontinued operation, net of tax

 

(374

)

 

 

116,465

 

 

 

(6,387

)

 

 

124,548

 

Net (loss) income

$

(35,752

)

 

$

101,744

 

 

$

(1,131,228

)

 

$

167,351

 

Net (loss) attributable to noncontrolling interest

$

664

 

 

$

 

 

$

(314,259

)

 

$

 

Net (loss) income attributable to Forward Air

$

(36,416

)

 

$

101,744

 

 

$

(816,969

)

 

$

167,351

 

Net income per share:

 

 

 

 

 

 

 

Basic net (loss) income per share:

 

 

 

 

 

 

 

Continuing operations

$

(1.23

)

 

$

(0.58

)

 

$

(29.43

)

 

$

1.64

 

Discontinued operation

 

(0.01

)

 

 

4.51

 

 

 

(0.23

)

 

 

4.78

 

Net income per basic share1

$

(1.24

)

 

$

3.94

 

 

$

(29.66

)

 

$

6.42

 

Diluted net (loss) income per share:

 

 

 

 

 

 

 

Continuing operations

$

(1.23

)

 

$

(0.58

)

 

$

(29.43

)

 

$

1.64

 

Discontinued operation

 

(0.01

)

 

 

4.51

 

 

 

(0.23

)

 

 

4.77

 

Net income per diluted share1

$

(1.24

)

 

$

3.93

 

 

$

(29.66

)

 

$

6.40

 

 

 

 

 

 

 

 

 

Dividends per share:

$

 

 

$

0.24

 

 

$

 

 

$

0.96

 

 

1 Rounding may impact summation of amounts.

Expedited Freight Segment Information

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

December 31, 2024

 

Percent of Revenue

 

December 31, 2023

 

Percent of Revenue

 

Change

 

Percent Change

Operating revenue:

 

 

 

 

 

 

 

 

 

 

 

Network 1

$

199,022

 

74.8

%

 

$

217,279

 

77.9

%

 

$

(18,257

)

 

(8.4

)%

Truckload

 

45,087

 

17.0

 

 

 

38,538

 

13.8

 

 

 

6,549

 

 

17.0

 

Other

 

21,770

 

8.2

 

 

 

23,253

 

8.3

 

 

 

(1,483

)

 

(6.4

)

Total operating revenue

 

265,879

 

100.0

 

 

 

279,070

 

100.0

 

 

 

(13,191

)

 

(4.7

)

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Purchased transportation

 

136,151

 

51.2

 

 

 

132,359

 

47.4

 

 

 

3,792

 

 

2.9

 

Salaries, wages and employee benefits

 

56,587

 

21.3

 

 

 

56,291

 

20.2

 

 

 

296

 

 

0.5

 

Operating leases

 

18,130

 

6.8

 

 

 

15,396

 

5.5

 

 

 

2,734

 

 

17.8

 

Depreciation and amortization

 

10,395

 

3.9

 

 

 

12,328

 

4.4

 

 

 

(1,933

)

 

(15.7

)

Insurance and claims

 

10,423

 

3.9

 

 

 

9,438

 

3.4

 

 

 

985

 

 

10.4

 

Fuel expense

 

2,605

 

1.0

 

 

 

2,906

 

1.0

 

 

 

(301

)

 

(10.4

)

Other operating expenses

 

24,350

 

9.2

 

 

 

23,607

 

8.5

 

 

 

743

 

 

3.1

 

Total operating expenses

 

258,641

 

97.3

 

 

 

252,325

 

90.4

 

 

 

6,316

 

 

2.5

 

Income from operations

$

7,238

 

2.7

%

 

$

26,745

 

9.6

%

 

$

(19,507

)

 

(72.9

)%

 

 

 

 

 

 

 

 

 

 

 

 

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

 

December 31, 2024

 

December 31, 2023

 

Percent Change

 

 

 

 

 

 

Business days

 

64

 

 

63

 

1.6

%

 

 

 

 

 

 

Tonnage 1,2

 

 

 

 

 

Total pounds

 

670,168

 

 

689,621

 

(2.8

)

Pounds per day

 

10,471

 

 

10,946

 

(4.3

)

 

 

 

 

 

 

Shipments 1,2

 

 

 

 

 

Total shipments

 

783

 

 

846

 

(7.4

)

Shipments per day

 

12.2

 

 

13.4

 

(9.0

)

 

 

 

 

 

 

Weight per shipment

 

856

 

 

815

 

5.0

 

 

 

 

 

 

 

Revenue per hundredweight 3

$

29.70

 

$

31.52

 

(5.8

)

Revenue per hundredweight, ex fuel 3

$

23.74

 

$

23.99

 

(1.0

)

 

 

 

 

 

 

Revenue per shipment 3

$

254.30

 

$

256.90

 

(1.0

)

Revenue per shipment, ex fuel 3

$

203.26

 

$

195.52

 

4.0

 

 

 

 

 

 

 

1 In thousands.

 

 

 

 

 

2 Excludes accessorial and Truckload products.

3 Includes intercompany revenue between the Network and Truckload revenue streams.

Omni Logistics Segment Information

(In thousands)

(Unaudited)

 

Three Months Ended

 

December 31, 2024

 

Percent of Revenue

Operating revenue

$

325,609

 

 

100.0

%

 

 

 

 

Operating expenses:

 

 

 

Purchased transportation

 

183,084

 

 

56.2

 

Salaries, wages and employee benefits

 

54,056

 

 

16.6

 

Operating leases

 

23,036

 

 

7.1

 

Depreciation and amortization

 

22,605

 

 

6.9

 

Insurance and claims

 

3,911

 

 

1.2

 

Fuel expense

 

863

 

 

0.3

 

Other operating expenses

 

28,602

 

 

8.8

 

Impairment of goodwill

 

(79,068

)

 

(24.3

)

Total operating expenses

 

237,089

 

 

72.8

 

Income from operations

$

88,520

 

 

27.2

%

Intermodal Segment Information

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

December 31, 2024

 

Percent of Revenue

 

December 31, 2023

 

Percent of Revenue

 

Change

 

Percent Change

Operating revenue

$

59,829

 

100.0

%

 

$

59,440

 

100.0

%

 

$

389

 

 

0.7

%

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Purchased transportation

 

18,898

 

31.6

 

 

 

18,073

 

30.4

 

 

 

825

 

 

4.6

 

Salaries, wages and employee benefits

 

14,227

 

23.8

 

 

 

15,243

 

25.6

 

 

 

(1,016

)

 

(6.7

)

Operating leases

 

6,463

 

10.8

 

 

 

5,512

 

9.3

 

 

 

951

 

 

17.3

 

Depreciation and amortization

 

4,519

 

7.6

 

 

 

5,251

 

8.8

 

 

 

(732

)

 

(13.9

)

Insurance and claims

 

2,498

 

4.2

 

 

 

2,398

 

4.0

 

 

 

100

 

 

4.2

 

Fuel expense

 

2,032

 

3.4

 

 

 

2,365

 

4.0

 

 

 

(333

)

 

(14.1

)

Other operating expenses

 

5,261

 

8.8

 

 

 

5,530

 

9.3

 

 

 

(269

)

 

(4.9

)

Total operating expenses

 

53,898

 

90.1

 

 

 

54,372

 

91.5

 

 

 

(474

)

 

(0.9

)

Income from operations

$

5,931

 

9.9

%

 

$

5,068

 

8.5

%

 

$

863

 

 

17.0

%

 

 

 

 

 

 

 

 

 

 

 

 

Intermodal Operating Statistics

 

 

 

Three Months Ended

 

December 31, 2024

 

December 31, 2023

 

Percent Change

 

 

 

 

 

 

Drayage shipments

 

63,920

 

 

65,776

 

(2.8

)%

Drayage revenue per shipment

$

847

 

$

821

 

3.2

%

Forward Air Corporation

Condensed Consolidated Balance Sheets

(In thousands) (Unaudited)

 

December 31, 2024

 

December 31, 2023

Assets

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

104,903

 

 

$

121,969

Restricted cash equivalents

 

363

 

 

 

39,604

Accounts receivable, less allowance of $2,633 in 2024 and $2,206 in 2023

 

310,185

 

 

 

153,267

Other receivables

 

205

 

 

 

5,408

Prepaid expenses

 

29,053

 

 

 

25,682

Other current assets

 

15,685

 

 

 

1,098

Total current assets

 

460,394

 

 

 

347,028

Noncurrent restricted cash equivalents

 

 

 

 

1,790,500

Property and equipment, net of accumulated depreciation and amortization of $292,855 in 2024 and $250,185 in 2023

 

326,188

 

 

 

258,095

Operating lease right-of-use assets

 

410,084

 

 

 

111,552

Goodwill

 

564,948

 

 

 

278,706

Other acquired intangibles, net of accumulated amortization of $144,845 in 2024 and $127,032 in 2023

 

999,216

 

 

 

134,789

Other assets

 

71,940

 

 

 

58,863

Total assets

$

2,832,770

 

 

$

2,979,533

 

 

 

 

Liabilities and Shareholders' Equity

 

 

 

Current liabilities:

 

 

 

Accounts payable

$

96,059

 

 

$

45,430

Accrued expenses

 

121,836

 

 

 

62,948

Other current liabilities

 

43,147

 

 

 

71,727

Current portion of debt and finance lease obligations

 

16,930

 

 

 

12,645

Current portion of operating lease liabilities

 

96,440

 

 

 

44,344

Total current liabilities

 

374,412

 

 

 

237,094

Finance lease obligations, less current portion

 

30,858

 

 

 

26,736

Long-term debt, less current portion and debt issuance costs

 

1,675,930

 

 

 

Long-term debt held in escrow

 

 

 

 

1,790,500

Liability from tax receivable agreement

 

13,295

 

 

 

Operating lease liabilities, less current portion

 

325,640

 

 

 

71,598

Other long-term liabilities

 

48,835

 

 

 

47,144

Deferred income taxes

 

38,169

 

 

 

42,200

 

 

 

 

Shareholders' equity:

 

 

 

Preferred stock, $0.01 par value: Authorized shares - 5,000,000; no shares issued or outstanding in 2024 and 2023

 

 

 

 

Preferred stock, Class B, $0.01 par value: Authorized shares - 15,000; issued and outstanding shares - 10,096 in 2024 and none in 2023

 

 

 

 

Common stock, $0.01 par value: Authorized shares - 50,000,000; issued and outstanding shares - 29,761,197 in 2024 and 25,670,663 in 2023

 

298

 

 

 

257

Additional paid-in capital

 

582,153

 

 

 

283,684

Retained (deficit) earnings

 

(338,228

)

 

 

480,320

 

 

 

 

Accumulated other comprehensive loss

 

(2,732

)

 

 

Total Forward Air shareholders equity

 

241,491

 

 

 

764,261

Noncontrolling interest

 

84,140

 

 

 

Total shareholders' equity

 

325,631

 

 

 

764,261

Total liabilities and shareholders' equity

$

2,832,770

 

 

$

2,979,533

Forward Air Corporation

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

Three Months Ended

 

December 31, 2024

 

December 31, 2023

Operating activities:

 

 

 

Net (loss) income from continuing operations

$

(35,378

)

 

$

(14,721

)

Adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations:

 

 

 

Depreciation and amortization

 

37,657

 

 

 

17,579

 

Impairment of goodwill

 

(79,068

)

 

 

 

Share-based compensation expense

 

2,100

 

 

 

2,938

 

Provision for revenue adjustments

 

874

 

 

 

1,065

 

Deferred income tax expense (benefit)

 

108,276

 

 

 

(11,092

)

Other

 

3,014

 

 

 

(135

)

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

 

 

 

Accounts receivable

 

36,050

 

 

 

9,588

 

Other receivables

 

2,034

 

 

 

(5,408

)

Other current and noncurrent assets

 

2,004

 

 

 

27,061

 

Accounts payable and accrued expenses

 

(108,055

)

 

 

30,217

 

Net cash provided by operating activities of continuing operations

 

(30,492

)

 

 

57,092

 

 

 

 

 

Investing activities:

 

 

 

Proceeds from sale of property and equipment

 

2,644

 

 

 

466

 

Purchases of property and equipment

 

(7,250

)

 

 

(8,645

)

Purchase of businesses, net of cash acquired

 

623

 

 

 

 

Other

 

(125

)

 

 

 

Net cash used in investing activities of continuing operations

 

(4,108

)

 

 

(8,179

)

 

 

 

 

Financing activities:

 

 

 

Repayments of finance lease obligations

 

(3,086

)

 

 

(2,660

)

Proceeds from credit facility

 

75,000

 

 

 

25,000

 

Repayments on credit facility

 

(75,000

)

 

 

(147,375

)

Proceeds from long-term debt held in escrow

 

 

 

 

1,790,500

 

Payments of dividends to shareholders

 

 

 

 

(6,197

)

Proceeds from common stock issued under employee stock purchase plan

 

398

 

 

 

379

 

Payment of minimum tax withholdings on share-based awards

 

 

 

 

(25

)

Contributions from subsidiary held for sale

 

 

 

 

224,695

 

Net cash provided by (used in) financing activities of continuing operations

 

(2,688

)

 

 

1,884,317

 

Effect of exchange rate changes on cash

 

874

 

 

 

 

Net increase (decrease) in cash of continuing operations

 

(36,414

)

 

 

1,933,230

 

 

 

 

 

Cash from discontinued operation:

 

 

 

Net cash used in operating activities of discontinued operations

 

(374

)

 

 

(35,135

)

Net cash provided by investing activities of discontinued operations

 

 

 

 

259,863

 

Net cash used in financing activities of discontinued operations

 

 

 

 

(224,728

)

Net (decrease) increase in cash, cash equivalents

 

(36,788

)

 

 

1,933,230

 

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

 

138,156

 

 

 

18,843

 

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

 

(32,890

)

 

 

1,933,230

 

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

$

105,266

 

 

$

1,952,073

 

 

 

 

 

Forward Air Corporation

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

Year Ended

 

December 31, 2024

 

December 31, 2023

Operating activities:

 

 

 

Net income (loss) from continuing operations

$

(1,124,841

)

 

$

42,803

 

Adjustments to reconcile net income (loss) of continuing operations to net cash provided by operating activities of continuing operations:

 

 

 

Depreciation and amortization

 

143,978

 

 

 

57,405

 

Impairment of goodwill

 

1,028,397

 

 

 

 

Share-based compensation expense

 

10,188

 

 

 

11,495

 

Provision for revenue adjustments

 

3,635

 

 

 

5,091

 

Deferred income tax expense (benefit)

 

(88,880

)

 

 

(8,893

)

Other

 

7,310

 

 

 

(1,180

)

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

 

 

 

Accounts receivable

 

2,000

 

 

 

30,555

 

Other receivables

 

8,193

 

 

 

(5,408

)

Other current and noncurrent assets

 

(16,211

)

 

 

30,683

 

Accounts payable and accrued expenses

 

(50,031

)

 

 

36,661

 

Net cash (used in) provided by operating activities of continuing operations

 

(76,262

)

 

 

199,212

 

 

 

 

 

Investing activities:

 

 

 

Proceeds from sale of property and equipment

 

5,137

 

 

 

3,741

 

Purchases of property and equipment

 

(37,060

)

 

 

(30,725

)

Purchase of businesses, net of cash acquired

 

(1,564,619

)

 

 

(56,703

)

Other

 

(444

)

 

 

 

Net cash used in investing activities of continuing operations

 

(1,596,986

)

 

 

(83,687

)

 

 

 

 

Financing activities:

 

 

 

Repayments of finance lease obligations

 

(18,425

)

 

 

(9,500

)

Proceeds from credit facility

 

75,000

 

 

 

70,000

 

Payments on credit facility

 

(155,000

)

 

 

(178,500

)

Proceeds from long-term debt held in escrow

 

 

 

 

1,790,500

 

Payment of debt issuance costs

 

(60,591

)

 

 

 

Payment of earn-out liability

 

(12,247

)

 

 

 

Payments of dividends to shareholders

 

 

 

 

(24,995

)

Repurchases and retirement of common stock

 

 

 

 

(93,811

)

Proceeds from common stock issued under employee stock purchase plan

 

753

 

 

 

800

 

Payment of minimum tax withholdings on share-based awards

 

(1,572

)

 

 

(4,340

)

Contributions from subsidiary held for sale

 

 

 

 

240,572

 

Net cash provided by (used in) financing activities of continuing operations

 

(172,082

)

 

 

1,790,726

 

Effect of exchange rate changes on cash

 

1,012

 

 

 

 

Net (decrease) increase in cash, cash equivalents and restricted cash equivalents from continuing operations

 

(1,844,318

)

 

 

1,906,251

 

Cash from discontinued operation:

 

 

 

Net cash used in operating activities of discontinued operations

 

(6,387

)

 

 

(17,824

)

Net cash provided by investing activities of discontinued operation

 

 

 

 

258,525

 

Net cash used in financing activities of discontinued operation

 

 

 

 

(240,701

)

Net (decrease) increase in cash and cash equivalents

 

(1,850,705

)

 

 

1,906,251

 

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

 

1,952,073

 

 

 

45,822

 

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

 

(1,846,807

)

 

 

1,906,251

 

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

$

105,266

 

 

$

1,952,073

 

Forward Air Corporation Reconciliation of Non-GAAP Financial Measures

In this press release, the Company uses non-GAAP financial measures that are derived on the basis of methodologies other than in accordance with 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 twelve months ended December 31, 2024 and 2023, this press release contains the following non-GAAP financial measures: earnings before interest, taxes, depreciation and amortization ("EBITDA"), adjusted EBITDA, free cash flow, adjusted income from continuing operations, adjusted net income, and adjusted net income per diluted share. 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 believes providing adjusted EBITDA, adjusted income from operations, adjusted net income and adjusted net income per diluted share allows investors to compare Company performance consistently over various periods without regard to the impact of unusual, nonrecurring or nonoperational items.

Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company's financial results prepared in accordance with GAAP. Non-GAAP financial information does not represent a comprehensive basis of accounting. As required by the Securities and Exchange Act of 1933 and the rules and regulations promulgated thereunder, the Company has included, for the periods indicated, a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure.

The following is a reconciliation of net income to adjusted EBITDA for the three and twelve months ended December 31, 2024 and 2023 (in thousands):

 

 

Three Months Ended

 

Year Ended

 

 

December 31, 2024

 

December 31, 2023

 

December 31, 2024

 

December 31, 2023

Income (loss) from continuing operations

 

$

(35,378

)

 

$

(14,721

)

 

$

(1,124,841

)

 

$

42,803

Interest expense

 

 

48,427

 

 

 

23,976

 

 

 

189,215

 

 

 

31,571

Income tax (benefit) expense

 

 

67,000

 

 

 

(6,255

)

 

 

(124,990

)

 

 

13,836

Depreciation and amortization

 

 

37,657

 

 

 

17,579

 

 

 

143,978

 

 

 

57,405

Reported EBITDA

 

 

117,706

 

 

 

20,579

 

 

 

(916,638

)

 

 

145,615

Impairment of goodwill

 

 

(79,068

)

 

 

 

 

 

1,028,397

 

 

 

Transaction and integration costs

 

 

10,074

 

 

 

29,619

 

 

 

81,467

 

 

 

57,490

Severance costs

 

 

1,923

 

 

 

198

 

 

 

16,337

 

 

 

517

Optimization project costs

 

 

9,873

 

 

 

 

 

 

9,873

 

 

 

Pro forma synergies

 

 

1,353

 

 

 

 

 

 

22,239

 

 

 

Pro forma savings

 

 

5,048

 

 

 

5,649

 

 

 

32,622

 

 

 

21,524

Other

 

 

2,351

 

 

 

1,485

 

 

 

33,414

 

 

 

7,085

Pro forma -Omni adjusted EBITDA

 

 

 

 

 

36,492

 

 

 

 

 

 

169,869

Consolidated EBITDA

 

$

69,260

 

 

$

94,022

 

 

$

307,711

 

 

$

402,100

The following is a reconciliation of net cash provided (used in) by operating activities to free cash flow for the three and twelve months ended December 31, 2024 and 2023 (in thousands):

 

 

Three Months Ended

 

Twelve Months Ended

Continuing Operations

 

December 31, 2024

 

December 31, 2023

 

December 31, 2024

 

December 31, 2023

Net cash provided by (used in) operating activities

 

$

(30,492

)

 

$

57,092

 

 

$

(76,262

)

 

$

199,212

 

Proceeds from sale of property and equipment

 

 

2,644

 

 

 

466

 

 

 

5,137

 

 

 

3,741

 

Purchases of property and equipment

 

 

(7,250

)

 

 

(8,645

)

 

 

(37,060

)

 

 

(30,725

)

Free cash flow

 

$

(35,098

)

 

$

48,913

 

 

$

(108,185

)

 

$

172,228

 

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, 2023, 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.

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Investors: Tony Carreño investorrelations@forwardair.com

Media: Justin Moss (404) 362-8933 jmoss@forwardair.com