Forward Air Corporation Reports Fourth Quarter and Full Year 2024 Results

About this update from Forward Air Corporation

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 GREENEVILLE, Tenn. --(BUSINESS WIRE)-- 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. View source version on businesswire.com : https://www.businesswire.com/news/home/20250226945038/en/ Investors: Tony Carreño [email protected] Media: Justin Moss (404) 362-8933 [email protected] Source: Forward Air Corporation

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