Forward Air Corporation Reports Second Quarter 2024 Results

About this update from Forward Air Corporation

Positive momentum despite softness in freight market Continues to accelerate integration, synergy capture and cost elimination GREENEVILLE, Tenn. --(BUSINESS WIRE)-- Forward Air Corporation (NASDAQ:FWRD) (the “Company”, “we”, “our”, or “us”) today reported financial results for the three months ended June 30, 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. Shawn Stewart , Forward’s recently appointed Chief Executive Officer, said, “As a result of the Omni transaction, the combined company now has a unique platform to drive long-term growth through continued best in class domestic expedited and intermodal services and now global freight forwarding and contract logistics services. In our first full quarter as one company, we are beginning to see the power of the combination. We have recently closed several exciting sales wins, and operationally, we are laser-focused on capturing the previously announced synergies as well as other additional cost saving opportunities that were not previously identified. Our achievements in such a short period of time have only added to my confidence in our combined ability to build on the strengths of our legacy companies.” Mr. Stewart continued, “I am thrilled to have Jamie Pierson on board as our Chief Financial Officer. Jamie has already made a significant impact at the company, especially to our finance organization's processes and reporting capabilities. I look forward to working alongside him as we chart a new course for the Company.” Mr. Pierson said, “While we continue to face challenging market conditions, we experienced positive momentum as Consolidated EBITDA, a non-GAAP financial measure calculated pursuant to our credit agreement, increased from approximately $55 million in the first quarter of this year to $81 million in the second quarter. Our results demonstrate progress in our business, and we expect to see additional improvement as we continue to realize synergies associated with the transaction. This quarter, we realized approximately $14 million in cost synergy capture, in line with the original estimates and anticipate being at full run-rate savings earlier than previously anticipated. According to our revised integration plans, we believe that we will be operating at full run rate synergy levels by the end of the first quarter of 2025, and despite the noise of the integration and softness in the broader freight market, we believe that we will deliver somewhere between $310 to $325 million in Consolidated EBITDA for 2024.” Mr. Stewart added, “Obviously, integrations of this size, magnitude and complexity do not progress in a linear fashion, and while the market at large remains uncertain, we believe in the power of the combined company and expect to demonstrate continued improvement in the quarters to come.” Three Months Ended (in thousands, except per share data) June 30, 2024 June 30, 2023 Change Percent Change Operating revenue $ 643,666 $ 333,622 $ 310,044 92.9 % (Loss) income from operations $ (1,095,755 ) $ 26,325 $ (1,122,080 ) (4,262.4 )% Operating margin (170.2 )% 7.9 % (17,810) bps Net (loss) income $ (966,471 ) $ 17,127 $ (983,598 ) (5,743.0 )% Net (loss) income per diluted share $ (23.29 ) $ 0.65 $ (23.94 ) (3,683.1 )% Cash (used in) provided by operating activities $ (45,200 ) $ 56,615 $ (101,815 ) (179.8 )% Non-GAAP Financial Measures: 1 Adjusted net income -consolidated EBITDA $ 81,325 $ 101,688 $ (20,363 ) (20.0 )% Free cash flow $ (59,069 ) $ 47,654 $ (106,723 ) (224.0 )% 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 second quarter 2024 results on Wednesday, August 7, 2024 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) 343-4136, Access Code: FWRDQ224. 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 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 (Loss) Income (Unaudited, in thousands, except per share data) Three Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Operating revenues: Expedited Freight $ 291,282 $ 269,436 $ 564,577 $ 539,013 Intermodal 59,299 64,251 115,591 152,420 Omni Logistics 311,856 — 536,694 — Eliminations and other operations (18,771 ) (65 ) (31,383 ) (102 ) Operating revenues 643,666 333,622 1,185,479 691,331 Operating expenses: Purchased transportation 321,587 141,967 598,602 287,138 Salaries, wages and employee benefits 144,000 73,963 272,867 140,610 Operating leases 46,258 22,896 85,061 46,969 Depreciation and amortization 48,639 13,245 80,425 25,617 Insurance and claims 14,698 12,761 27,579 26,019 Fuel expense 5,859 5,202 11,105 10,888 Other operating expenses 65,666 37,263 178,613 80,569 Impairment of goodwill 1,092,714 — 1,092,714 — Total operating expenses 1,739,421 307,297 2,346,966 617,810 Income (loss) from continuing operations: Expedited Freight 21,946 27,063 41,444 56,748 Intermodal 5,317 4,312 8,903 15,515 Omni Logistics (1,105,871 ) — (1,134,456 ) — Other Operations (17,147 ) (5,050 ) (77,378 ) 1,258 (Loss) income from continuing operations (1,095,755 ) 26,325 (1,161,487 ) 73,521 Other expense: Interest expense, net (47,265 ) (2,585 ) (88,018 ) (4,940 ) Foreign exchange gain 1,567 — 899 — Other income, net 40 — 49 — Total other expense (45,658 ) (2,585 ) (87,070 ) (4,940 ) (Loss) income before income taxes (1,141,413 ) 23,740 (1,248,557 ) 68,581 Income tax (benefit) expense (174,942 ) 6,613 (193,292 ) 17,550 Net (loss) income from continuing operations (966,471 ) 17,127 (1,055,265 ) 51,031 (Loss) income from discontinued operation, net of tax (4,876 ) 2,824 (4,876 ) 5,288 Net (loss) income (971,347 ) 19,951 $ (1,060,141 ) $ 56,319 Net (loss) attributable to noncontrolling interest (325,914 ) — (352,996 ) — Net (loss) income attributable to Forward Air $ (645,433 ) $ 19,951 $ (707,145 ) $ 56,319 Net income per common share: Basic net (loss) income per share Continuing operations $ (23.29 ) $ 0.65 $ (27.53 ) $ 1.94 Discontinued operation (0.18 ) 0.11 (0.18 ) 0.20 Basic $ (23.47 ) $ 0.76 $ (27.71 ) $ 2.14 Diluted net (loss) income per share Continuing operations $ (23.29 ) $ 0.65 $ (27.53 ) $ 1.93 Discontinued operation (0.18 ) 0.11 (0.18 ) 0.20 Diluted $ (23.47 ) $ 0.76 $ (27.71 ) $ 2.13 Dividends per share: $ — $ 0.24 $ — $ 0.48 Net (loss) income $ (971,347 ) $ 19,951 $ (1,060,141 ) $ 56,319 Other comprehensive (loss) income: Foreign currency translation adjustments (849 ) — (1,000 ) — Comprehensive (loss) income $ (972,196 ) $ 19,951 $ (1,059,141 ) $ 56,319 Expedited Freight Segment Information (In thousands) (Unaudited) Three Months Ended June 30, 2024 Percent of Revenue June 30, 2023 Percent of Revenue Change Percent Change Operating revenues: Network 1 $ 223,334 76.7 % $ 205,762 76.4 % $ 17,572 8.5 % Truckload 44,678 15.3 40,432 15.0 4,246 10.5 Other 23,270 8.0 23,242 8.6 28 0.1 Total operating revenues 291,282 100.0 269,436 100.0 21,846 8.1 Operating expenses: Purchased transportation 142,512 48.9 124,122 46.1 18,390 14.8 Salaries, wages and employee benefits 63,845 21.9 57,637 21.4 6,208 10.8 Operating leases 14,730 5.1 16,201 6.0 (1,471 ) (9.1 ) Depreciation and amortization 10,692 3.7 8,439 3.1 2,253 26.7 Insurance and claims 10,969 3.8 10,104 3.8 865 8.6 Fuel expense 2,434 0.8 2,511 0.9 (77 ) (3.1 ) Other operating expenses 24,154 8.3 23,359 8.7 795 3.4 Total operating expenses 269,336 92.5 242,373 90.0 26,963 11.1 Income from operations $ 21,946 7.5 % $ 27,063 10.0 % $ (5,117 ) (18.9 )% 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 June 30, 2024 June 30, 2023 Percent Change Business days 64 64 — % Tonnage 1,2 Total pounds 713,919 673,878 5.9 Pounds per day 11,155 10,529 5.9 Shipments 1,2 Total shipments 870 842 1.4 Shipments per day 13.6 13.2 1.4 Weight per shipment 821 801 2.5 Revenue per hundredweight 3 $ 31.29 $ 30.79 1.6 Revenue per hundredweight, ex fuel 3 $ 24.38 $ 24.08 1.2 Revenue per shipment 3 $ 256.80 $ 246.59 4.1 Revenue per shipment, ex fuel 3 $ 200.05 $ 192.85 3.7 1 In thousands 2 Excludes accessorial and Truckload and products 3 Includes intercompany revenue between the Network and Truckload revenue streams Intermodal Segment Information (In thousands) (Unaudited) Three Months Ended June 30, 2024 Percent of Revenue June 30, 2023 Percent of Revenue Change Percent Change Operating revenue $ 59,299 100.0 % $ 64,251 100.0 % $ (4,952 ) (7.7 )% Operating expenses: Purchased transportation 19,173 32.3 17,909 27.9 1,264 7.1 Salaries, wages and employee benefits 14,899 25.1 16,650 25.9 (1,751 ) (10.5 ) Operating leases 4,776 8.1 6,695 10.4 (1,919 ) (28.7 ) Depreciation and amortization 4,712 7.9 4,806 7.5 (94 ) (2.0 ) Insurance and claims 2,619 4.4 2,815 4.4 (196 ) (7.0 ) Fuel expense 2,243 3.8 2,692 4.2 (449 ) (16.7 ) Other operating expenses 5,560 9.4 8,372 13.0 (2,812 ) (33.6 ) Total operating expenses 53,982 91.0 59,939 93.3 (5,957 ) (9.9 ) Income from operations $ 5,317 9.0 % $ 4,312 6.7 % $ 1,005 23.3 % Intermodal Operating Statistics Three Months Ended June 30, 2024 June 30, 2023 Percent Change Drayage shipments 64,877 68,180 (4.8 )% Drayage revenue per shipment $ 826 $ 853 (3.2 )% Omni Logistics Segment Information (In thousands) (Unaudited) Three Months Ended June 30, 2024 Percent of Revenue Operating revenue $ 311,856 100.0 % Operating expenses: Purchased transportation 178,674 57.3 Salaries, wages and employee benefits 57,536 18.4 Operating leases 26,751 8.6 Depreciation and amortization 33,235 10.7 Insurance and claims 2,845 0.9 Fuel expense 1,182 0.4 Other operating expenses 24,790 7.9 Impairment of goodwill 1,092,714 350.4 Total operating expenses 1,417,727 454.6 Loss from operations $ (1,105,871 ) (354.6 )% Forward Air Corporation Condensed Consolidated Balance Sheets (In thousands) (Unaudited) June 30, 2024 December 31, 2023 Assets Current assets: Cash and cash equivalents $ 84,886 $ 121,969 Restricted cash and restricted cash equivalents 19,769 39,604 Accounts receivable, net 368,927 153,267 Other receivables 1,476 5,408 Prepaid expenses 39,186 25,682 Other current assets 44,379 1,098 Total current assets 558,623 347,028 Noncurrent restricted cash equivalents — 1,790,500 Property and equipment 607,961 508,280 Less accumulated depreciation and amortization 279,027 250,185 Property and equipment, net 328,934 258,095 Operating lease right-of-use assets 323,821 111,552 Goodwill 545,380 278,706 Other acquired intangibles, net 1,230,699 134,789 Other assets 79,859 58,863 Total assets $ 3,067,316 $ 2,979,533 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 143,455 $ 45,430 Accrued expenses 117,431 62,948 Other current liabilities 53,064 71,727 Current portion of debt and finance lease obligations 16,875 12,645 Current portion of operating lease liabilities 89,188 44,344 Total current liabilities 420,013 237,094 Finance lease obligations, less current portion 34,957 26,736 Long-term debt, less current portion 1,677,315 — Long-term debt held in escrow — 1,790,500 Operating lease liabilities, less current portion 243,217 71,598 Liabilities under tax receivable agreement 13,270 — Other long-term liabilities 43,126 47,144 Deferred income taxes 271,201 42,200 Shareholders' equity: Preferred stock — — Common stock 277 257 Additional paid-in capital 512,638 283,684 Retained earnings (228,151 ) 480,320 Accumulated other comprehensive loss (1,000 ) — Total Forward Air shareholders' equity 283,764 764,261 Noncontrolling interest 80,453 — Total shareholders' equity 364,217 764,261 Total liabilities and shareholders' equity $ 3,067,316 $ 2,979,533 Forward Air Corporation Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) Three Months Ended June 30, 2024 June 30, 2023 Operating activities: Net (loss) income from continuing operations $ (966,471 ) $ 17,127 Adjustments to reconcile net (loss) income of continuing operations to net cash (used in) provided by operating activities of continuing operations Depreciation and amortization 48,639 13,244 Impairment of goodwill 1,092,714 — Share-based compensation expense 3,620 2,890 Provision for revenue adjustments 1,121 1,714 Deferred income tax (benefit) expense (166,549 ) 325 Other 2,300 (642 ) Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses: Accounts receivable (21,770 ) 22,293 Other receivables 164 — Other current and noncurrent assets (49,528 ) (300 ) Accounts payable and accrued expenses 10,560 (36 ) Net cash (used in) provided by operating activities of continuing operations (45,200 ) 56,615 Investing activities: Proceeds from sale of property and equipment 557 1,356 Purchases of property and equipment (14,426 ) (10,317 ) Purchases of a business, net of cash acquired — (136 ) Other (85 ) — Net cash used in investing activities of continuing operations (13,954 ) (9,097 ) Financing activities: Repayments of finance lease obligations (4,567 ) (1,837 ) Payments on credit facility — (30,750 ) Payments of dividends to shareholders — (6,255 ) Repurchases and retirement of common stock — (25,009 ) Proceeds from common stock issued under employee stock purchase plan 369 421 Payment of minimum tax withholdings on share-based awards (33 ) (4,292 ) Contributions from subsidiary held for sale — 6,457 Net cash used in financing activities of continuing operations (4,231 ) (61,265 ) Effect of exchange rate changes on cash 646 — Net decrease in cash, cash equivalents, restricted cash, and restricted cash equivalents from continuing operations (62,739 ) (13,747 ) Cash from discontinued operation: Net cash (used in) provided by operating activities of discontinued operation (4,876 ) 6,958 Net cash used in investing activities of discontinued operation — (469 ) Net cash used in financing activities of discontinued operation — (6,489 ) Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents (67,615 ) (13,747 ) Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period of continuing operations 172,270 32,028 Cash at beginning of period of discontinued operation — — Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents (67,615 ) (13,747 ) Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period of continuing operations $ 104,655 $ 18,281 Forward Air Corporation Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) Six Months Ended June 30, 2024 June 30, 2023 Operating activities: Net (loss) income from operations $ (1,055,265 ) $ 51,031 Adjustments to reconcile net income of operations to net cash provided by operating activities of operations Depreciation and amortization 80,425 25,617 Impairment of goodwill 1,092,714 — Share-based compensation expense 5,187 5,796 Provision for revenue adjustments 2,159 2,812 Deferred income tax (benefit) expense (163,604 ) 2,182 Other 6,469 (1,733 ) Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses: Accounts receivable (42,265 ) 38,690 Other receivables 5,531 — Other current and noncurrent assets (56,637 ) 10,609 Accounts payable and accrued expenses 28,362 (17,550 ) Net cash provided by operating activities (96,924 ) 117,454 Investing activities: Proceeds from sale of property and equipment 1,406 3,171 Purchases of property and equipment (19,396 ) (16,836 ) Purchase of a business, net of cash acquired (1,565,242 ) (56,703 ) Other (174 ) — Net cash used in investing activities (1,583,406 ) (70,368 ) Financing activities: Repayments of finance lease obligations (9,127 ) (3,923 ) Proceeds from credit facility — 45,000 Payments on credit facility (80,000 ) (30,750 ) Payment of debt issuance costs (60,591 ) — Payment of earn-out liability (12,247 ) — Payments of dividends to shareholders — (12,600 ) Repurchases and retirement of common stock — (79,792 ) Proceeds from common stock issued under employee stock purchase plan 369 421 Payment of minimum tax withholdings on share-based awards (1,361 ) (4,292 ) Contributions from (distributions to) subsidiary held for sale — 11,309 Net cash used in financing activities (162,957 ) (74,627 ) Effect of exchange rate changes on cash 745 — Net (decrease) increase in cash and cash equivalents (1,842,542 ) (27,541 ) Cash from discontinued operation: Net cash used in operating activities of discontinued operation (4,876 ) 12,112 Net cash provided by (used in) investing activities of discontinued operation — (739 ) Net cash (used in) provided by financing activities of discontinued operation — (11,373 ) Net increase (decrease) in cash and cash equivalents (1,847,418 ) (27,541 ) Cash and cash equivalents at beginning of period 1,952,073 45,822 Cash and cash equivalents at end of period $ 104,655 $ 18,281 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 June 30, 2024 and 2023, this press release contains the following non-GAAP financial measures: earnings before interest, taxes, depreciation and amortization (“EBITDA”), and free cash flow. All non-GAAP financial measures are presented on a continuing operations basis. The Company believes that EBITDA improves comparability from period to period by removing the impact of its capital structure (interest and financing expenses), asset base (depreciation and amortization) and tax impacts. The Company believes that free cash flow is an important measure of its ability to repay maturing debt or fund other uses of capital that it believes will enhance shareholder value. The Company is also providing Consolidated EBITDA calculated in accordance with our credit agreement as we believe it provides investors with important information regarding our financial condition and compliance with our obligations under our credit agreement. Non-GAAP financial measures should be viewed in addition to, and not as an alternative to or substitute for, the Company’s financial results prepared in accordance with GAAP. The Company has included, for the periods indicated, a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure. Investors and other readers are encouraged to review the related U.S. GAAP financial measures and the reconciliations of the non-GAAP measures to their most directly comparable U.S. GAAP measures set forth below. With respect to the 2024 Consolidated EBITDA guidance, please note that the Company is not providing a quantitative reconciliation of Consolidated EBITDA to Net Income because it is not available without unreasonable efforts. The Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation, or to quantify the probable significance of these items. The adjustments required for any such reconciliation of the Company’s forward-looking non-GAAP financial measures cannot be accurately forecast by the Company, and therefore the reconciliation has been omitted. The following is a reconciliation of net income to Consolidated EBITDA for the three and six months ended June 30, 2024 and 2023 (in thousands): Three Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Net (loss) income $ (966,471 ) $ 17,127 $ (1,055,265 ) $ 51,031 Interest expense 47,265 2,585 88,018 4,940 Income tax (benefit) expense (174,942 ) 6,613 (193,292 ) 17,550 Depreciation and amortization 48,639 13,245 80,425 25,617 Reported EBITDA (1,045,509 ) 39,570 (1,080,114 ) 99,138 Impairment of goodwill 1,092,714 — 1,092,714 — Transaction and integration costs 10,018 5,500 71,942 5,500 Severance costs 4,029 113 11,585 161 Cost synergies 5,747 — 16,254 — RIF cost savings 4,878 5,280 10,576 10,366 Other 9,448 2,353 12,926 4,115 Pro forma -Omni adjusted EBITDA — 48,872 — 93,290 Consolidated EBITDA $ 81,325 $ 101,688 $ 135,883 $ 212,570 The following is a reconciliation of net cash provided by operating activities to free cash flow for the three and six months ended June 30, 2024 and 2023 (in thousands): Three Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Net cash (used in) provided by operating activities of continuing operations $ (45,200 ) $ 56,615 $ (96,924 ) $ 117,454 Proceeds from sale of property and equipment 557 1,356 1,406 3,171 Purchases of property and equipment (14,426 ) (10,317 ) (19,396 ) (16,836 ) Free cash flow $ (59,069 ) $ 47,654 $ (114,914 ) $ 103,789 Note Regarding Forward-Looking Statements This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Forward-looking statements included in this press release relate to expectations regarding the Company’s long-term growth; ability to achieve and accelerate synergy capture and eliminate costs from our structure; expectations regarding the Company’s expedited freight business; ability to achieve the intended benefits of the acquisition of Omni Logistics , including any revenue and cost synergies; the Company’s expectations regarding the Company’s financial performance, including Consolidated EBITDA, and the impact it may have on the business and results of operations; and expectations regarding the Company's revenue growth strategies, including with respect to operational efficiency and cost control. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. The following is a list of factors, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements: economic factors such as recessions, inflation, higher interest rates and downturns in customer business cycles, the Company's ability to achieve the expected strategic, financial and other benefits of the acquisition of Omni Logistics , including the realization of expected synergies and the achievement of deleveraging targets within the expected timeframes or at all, the risk that the businesses will not be integrated successfully or that integration may be more difficult, time-consuming or costly than expected, the risk that operating costs, customer loss, management and employee retention and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) as a result of the acquisition of Omni Logistics may be greater than expected, continued weakening of the freight environment, future debt and financing levels, our ability to deleverage, including, without limitation, through capital allocation or divestitures of non-core businesses, our ability to secure terminal facilities in desirable locations at reasonable rates, more limited liquidity than expected which limits our ability to make key investments, the creditworthiness of our customers and their ability to pay for services rendered, our inability to maintain our historical growth rate because of a decreased volume of freight or decreased average revenue per pound of freight moving through our network, the availability and compensation of qualified Leased Capacity Providers and freight handlers as well as contracted, third-party carriers needed to serve our customers’ transportation needs, our inability to manage our information systems and inability of our information systems to handle an increased volume of freight moving through our network, the occurrence of cybersecurity risks and events, market acceptance of our service offerings, claims for property damage, personal injuries or workers’ compensation, enforcement of and changes in governmental regulations, environmental, tax, insurance and accounting matters, the handling of hazardous materials, changes in fuel prices, loss of a major customer, increasing competition, and pricing pressure, our dependence on our senior management team and the potential effects of changes in employee status, seasonal trends, the occurrence of certain weather events, restrictions in our charter and bylaws and the risks described in our Annual Report on Form 10-K for the year ended December 31, 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/20240807439096/en/ Investors: Tony Carreño [email protected] Media: Justin Moss (404) 362-8933 [email protected] Source: Forward Air Corporation

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