Forward Air Corporation Reports Fourth Quarter and Full Year 2024 Results

Business Wire
27 Feb

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., February 26, 2025--(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/

Contacts

Investors:
Tony Carreño
investorrelations@forwardair.com

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


Disclaimer: Investing carries risk. This is not financial advice. The above content should not be regarded as an offer, recommendation, or solicitation on acquiring or disposing of any financial products, any associated discussions, comments, or posts by author or other users should not be considered as such either. It is solely for general information purpose only, which does not consider your own investment objectives, financial situations or needs. TTM assumes no responsibility or warranty for the accuracy and completeness of the information, investors should do their own research and may seek professional advice before investing.

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