What changed in this filing

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Item 1. Financial Statements

2025-05-07 compared with 2024-11-08 · 206 added, 608 removed, 238 unchanged (77% of the section changed)

3 unchanged sentences

(unaudited and in thousands, except share and per share amounts)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Current assets:

3 unchanged sentences

336,398 322,291

Other receivables 1,695 5,408

Prepaid expenses 29,398 29,053

1 unchanged sentence

Total current assets 493,365 472,500

Noncurrent restricted cash equivalents — 1,790,500

Property and equipment, net of accumulated depreciation and amortization of $ 302,998 in 2025 and $ 292,855 in 2024

4 unchanged sentences

976,122 999,216

Other assets 81,415 58,863

Other long term assets 71,793 71,941

Total assets $ 2,803,842 $ 2,802,641

9 unchanged sentences

Long-term debt, less current portion 1,678,647 1,675,930

Long-term debt held in escrow — 1,790,500

Operating lease liabilities, less current portion 275,843 71,598

Liabilities under tax receivable agreement 13,295 13,295

Operating lease liabilities, less current portion 324,957 325,640

Other long-term liabilities 52,164 48,835

6 unchanged sentences

Authorized shares - 15,000 ;

issued and outstanding shares - 11,130 in 2024 and none in 2023

issued and outstanding shares - 9,511 in 2025 and 10,088 in 2024

Common stock, $ 0.01 par value:

2 unchanged sentences

Additional paid-in capital 546,556 542,392

Retained (deficit) earnings ( 301,634 ) 480,320

Accumulated deficit

( 389,759 ) ( 338,230 )

Accumulated other comprehensive loss ( 2,467 ) ( 2,732 )

5 unchanged sentences

Forward Air Corporation

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

Condensed Consolidated Statements of Operations and Comprehensive Loss

(unaudited and in thousands, except per share amounts)

Three Months Ended

September 30, 2024 September 30, 2023

March 31, 2025 March 31, 2024

Operating revenue $ 613,281 $ 541,813

7 unchanged sentences

Other operating expenses 55,533 112,947

Impairment of goodwill 14,751 —

Total operating expenses 608,518 607,545

Income from continuing operations 22,697 11,689

Income (loss) from operations 4,763 ( 65,732 )

Other income and expenses:

Interest expense, net ( 45,547 ) ( 40,753 )

Foreign exchange (loss) gain ( 2,812 ) —

Other income (expense), net ( 11 ) —

Foreign exchange loss ( 922 ) ( 668 )

Other income, net 104 9

Total other expense ( 46,365 ) ( 41,412 )

(Loss) income before income taxes ( 32,896 ) 9,034

Net loss before income taxes ( 41,602 ) ( 107,144 )

Income tax (benefit) expense 19,589 ( 18,350 )

Net (loss) income from continuing operations ( 34,198 ) 6,493

(Loss) income from discontinued operation, net of tax ( 1,137 ) 2,795

Net (loss) income ( 35,335 ) 9,288

Net income (loss) attributable to noncontrolling interest 38,073 —

Net (loss) income attributable to Forward Air $ ( 73,408 ) $ 9,288

Basic net (loss) income per share attributable to Forward Air:

Continuing operations $ ( 2.62 ) $ 0.25

Discontinued operations ( 0.04 ) 0.11

Net (loss) income per basic share $ ( 2.66 ) $ 0.36

Diluted net (loss) income per share attributable to Forward Air:

Continuing operations $ ( 2.62 ) $ 0.25

Discontinued operations ( 0.04 ) 0.11

Net (loss) income per diluted share $ ( 2.66 ) $ 0.36

Dividends per share $ — $ 0.24

Net (loss) income $ ( 35,335 ) $ 9,288

Other comprehensive (loss) income:

Foreign currency translation adjustments 176 —

Comprehensive (loss) income ( 35,159 ) 9,288

Comprehensive loss attributable to noncontrolling interest 38,073 —

Comprehensive income attributable to Forward Air

( 61,191 ) ( 88,794 )

The accompanying notes are an integral part of the condensed consolidated financial statement

Forward Air Corporation

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

(unaudited and in thousands, except per share amounts)

Nine Months Ended

September 30, 2024 September 30, 2023

Operating revenues $ 1,841,416 $ 1,032,307

Operating expenses:

Purchased transportation 931,072 435,844

Salaries, wages and employee benefits 406,382 215,983

Operating leases 133,871 66,505

Depreciation and amortization 106,321 39,826

Insurance and claims 44,961 38,988

Fuel expense 15,960 16,733

Other operating expenses 234,175 133,218

Impairment of goodwill

Total operating expenses 2,980,207 947,097

(Loss) income from continuing operations

Net loss attributable to non-controlling interest ( 10,554 ) ( 27,082 )

Net loss attributable to Forward Air $ ( 50,637 ) $ ( 61,712 )

Basic and diluted loss per share attributable to Forward Air

$ ( 1.68 ) $ ( 2.81 )

Other income and expenses:

Interest expense, net ( 140,788 ) ( 7,595 )

Foreign exchange (loss) gain ( 1,912 ) —

Other income (expense), net 38 —

Total other expense ( 142,662 ) ( 7,595 )

(Loss) income before income taxes ( 1,281,453 ) 77,615

Income tax (benefit) expense ( 191,990 ) 20,091

Net (loss) income from continuing operations ( 1,089,463 ) 57,524

(Loss) income from discontinued operation, net of tax ( 6,013 ) 8,083

Net (loss) income ( 1,095,476 ) 65,607

Net income (loss) attributable to noncontrolling interest ( 314,923 ) —

Net (loss) income attributable to Forward Air $ ( 780,553 ) $ 65,607

Basic net (loss) income per share attributable to Forward Air:

Continuing operations $ ( 28.73 ) $ 2.20

Discontinued operations ( 0.22 ) 0.31

Net (loss) income per basic share $ ( 28.95 ) $ 2.51

Diluted net (loss) income per share attributable to Forward Air:

Continuing operations $ ( 28.73 ) $ 2.19

Discontinued operations ( 0.22 ) 0.31

Net (loss) income per diluted share $ ( 28.95 ) $ 2.50

Dividends per share $ — $ 0.72

Net (loss) income $ ( 1,095,476 ) $ 65,607

Other comprehensive (loss) income:

Net loss $ ( 61,191 ) $ ( 88,794 )

Other comprehensive income (loss):

Foreign currency translation adjustments 265 ( 151 )

Comprehensive (loss) income ( 1,096,300 ) 65,607

Comprehensive loss attributable to noncontrolling interest ( 314,923 ) —

Comprehensive (loss) income attributable to Forward Air $ ( 781,377 ) $ 65,607

Comprehensive loss ( 60,926 ) ( 88,945 )

Comprehensive loss attributable to non-controlling interest ( 10,554 ) ( 27,082 )

Comprehensive loss attributable to Forward Air $ ( 50,372 ) $ ( 61,863 )

The accompanying notes are an integral part of the condensed consolidated financial statements.

2 unchanged sentences

(unaudited and in thousands)

Nine Months Ended

September 30, 2024 September 30, 2023

Three Months Ended

March 31, 2025 March 31, 2024

Operating activities:

Net (loss) income from continuing operations $ ( 1,089,463 ) $ 57,524

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

Net loss $ ( 61,191 ) $ ( 88,794 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization 37,360 31,786

Impairment of goodwill 1,107,465 —

Share-based compensation expense 2,958 1,567

Provision for revenue adjustments 647 1,038

Deferred income tax (benefit) expense ( 197,156 ) 2,199

Deferred income tax expense (benefit) ( 2,792 ) 2,945

Other 3,799 4,169

4 unchanged sentences

Accounts payable and accrued expenses 67,646 17,802

Net cash (used in) provided by operating activities of continuing operations ( 45,770 ) 142,120

Net cash provided by (used in) operating activities 27,615 ( 51,719 )

Investing activities:

3 unchanged sentences

Other ( 24 ) ( 89 )

Net cash used in investing activities of continuing operations ( 1,592,878 ) ( 75,508 )

Net cash used in investing activities ( 11,239 ) ( 1,569,452 )

Financing activities:

4 unchanged sentences

Payment of earn-out liability — ( 12,247 )

Payments of dividends to shareholders — ( 18,798 )

Repurchases and retirement of common stock — ( 93,811 )

Proceeds from common stock issued under employee stock purchase plan 355 421

Payment of minimum tax withholdings on share-based awards ( 894 ) ( 1,326 )

Contributions from subsidiary held for sale — 15,877

Net cash used in financing activities of continuing operations ( 169,394 ) ( 93,591 )

Net cash used in financing activities ( 5,325 ) ( 158,726 )

Effect of exchange rate changes on cash 357 94

Net decrease in cash, cash equivalents, restricted cash, and restricted cash equivalents from continuing operations ( 1,807,904 ) ( 26,979 )

Cash from discontinued operation:

Net cash (used in) provided by operating activities of discontinued operation ( 6,013 ) 17,311

Net cash used in investing activities of discontinued operation — ( 1,338 )

Net cash used in financing activities of discontinued operation — ( 15,973 )

Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents ( 1,813,917 ) ( 26,979 )

Cash, cash equivalents and restricted cash equivalents at beginning of period of continuing operations 1,952,073 45,822

Cash at beginning of period of discontinued operation — —

Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents ( 1,813,917 ) ( 26,979 )

Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period of continuing operations $ 138,156 $ 18,843

Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents 11,408 ( 1,779,803 )

Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period 105,266 1,952,073

Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 116,674 $ 172,270

Forward Air Corporation

Condensed Consolidated Statements of Cash Flows

(In thousands)

Nine Months Ended

September 30, 2024 September 30, 2023

Consolidated Statements of Cash Flows

(unaudited and in thousands)

Three Months Ended

March 31, 2025 March 31, 2024

Reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents:

3 unchanged sentences

$ 116,674 $ 172,270

Non-Cash Transactions:

Equipment acquired under finance leases $ 10,976 $ 18,394

The accompanying notes are an integral part of the condensed consolidated financial statements.

5 unchanged sentences

Class C Amount Additional Paid-in

Capital Accumulated Other Comprehensive Loss Retained (Deficit) Earnings

Noncontrolling Interest Total Shareholders'

Capital Accumulated Other Comprehensive Loss Retained Earnings Noncontrolling Interest Total Shareholders'

Shares Amount Shares Amount Shares Amount

2 unchanged sentences

Foreign currency translation adjustments — — — — — — — 265 — — 265

Shares issued - acquisition 700 7 4 — 1 — 223,425 — — 433,449 656,881

Share-based compensation expense — — — — — — 1,567 — — — 1,567

Payment of minimum tax withholdings on share-based awards ( 33 ) — — — — — — — ( 1,326 ) — ( 1,326 )

Issuance of share-based awards 97 — — — — — — — — — —

Payment of minimum tax withholdings on share-based awards ( 30 ) — — — — — — — ( 894 ) — ( 894 )

Series B - Conversions 585 6 ( 1 ) — 1,208 ( 1,214 ) —

Share-based compensation expense — — — — — — 2,958 — — — 2,958

Balance at March 31, 2025 30,413 $ 304 9 $ — — $ — $ 546,556 $ ( 2,467 ) $ ( 389,759 ) $ 72,372 $ 227,006

Common Stock Preferred Stock -

Class B Amount Preferred Stock -

Class C Amount Additional Paid-in

Capital Accumulated Other Comprehensive Loss Retained Earnings Noncontrolling Interest Total Shareholders'

Shares Amount Shares Amount Shares Amount

Balance at December 31, 2023 25,671 257 — — — — 283,684 — 480,320 — 764,261

Net loss — — — — — — — — ( 61,712 ) ( 27,082 ) ( 88,794 )

Foreign currency translation adjustments — — — — — — — ( 151 ) — — ( 151 )

Common stock issued under employee stock purchase plan 21 — — — — — 355 — — — 355

Conversion of preferred C series

1,210 12 8 — ( 1 ) — ( 12 ) — — — —

Share-based compensation expense — — — — — — 3,620 — — — 3,620

Issuance of share-based awards 30 — — — — — — — — — —

Balance at June 30, 2024 27,699 $ 277 12 $ — — $ — $ 512,638 $ ( 1,000 ) $ ( 228,151 ) $ 80,453 364,217

Net loss — — — — — — — — ( 73,408 ) 38,073 ( 35,335 )

Foreign currency translation adjustment — — — — — — — 176 — — 176

Common stock issued under employee stock purchase plan — — — — — — — — — — —

Series B - Share Conversions 967 10 ( 1 ) — — — 8,066 — — ( 8,076 ) —

Share-based compensation expense — — — — — — 2,901 — — — 2,901

Payment of minimum tax withholdings on share-based awards ( 1 ) — — — — — — — ( 75 ) — ( 75 )

Tax receivable agreement liability

— — — — — — 4,650 — — — 4,650

Issuance of share-based awards 24 — — — — — — — — —

Balance at September 30, 2024 28,689 $ 287 11 $ — — $ — $ 528,255 $ ( 824 ) $ ( 301,634 ) $ 110,450 336,534

Common Stock Additional

Capital Retained

Earnings Total

Shareholders’

Shares Amount

Balance at December 31, 2022 26,462 $ 265 $ 270,855 $ 436,124 $ 707,244

Net income — — — 36,368 36,368

Shares issued - acquisition 700 7 4 — 1 — 223,425 — — 433,449 656,881

Share-based compensation expense — — — — — — 1,567 — — — 1,567

Payment of dividends to shareholders — — 4 ( 6,349 ) ( 6,345 )

Payment of minimum tax withholdings on share-based awards ( 33 ) — — — — — — — ( 1,326 ) — ( 1,326 )

Repurchases and retirement of common stock ( 474 ) ( 5 ) — ( 50,486 ) ( 50,491 )

Issuance of share-based awards 100 1 — — — — ( 1 ) — — — —

Balance at March 31, 2024 26,438 $ 265 4 $ — 1 $ — $ 508,675 $ ( 151 ) $ 417,282 $ 406,367 $ 1,332,438

Net income — — — 19,951 19,951

Common stock issued under employee stock purchase plan 4 — 421 — 421

Share-based compensation expense — — 3,160 — 3,160

Payment of dividends to shareholders — — 5 ( 6,260 ) ( 6,255 )

Repurchases and retirement of common stock ( 285 ) ( 3 ) — ( 29,298 ) ( 29,301 )

Issuance of share-based awards 14 — — — —

Balance at June 30, 2023 25,786 $ 258 $ 277,593 $ 395,758 $ 673,609

Net income — — — 9,288 9,288

Stock options exercised — — — — —

Common stock issued under employee stock purchase plan — — — — —

Share-based compensation expense — — 3,043 — 3,043

Payment of dividends to shareholders — — 4 ( 6,202 ) ( 6,198 )

Payment of minimum tax withholdings on share-based awards — — — ( 23 ) ( 23 )

Repurchases and retirement of common stock ( 124 ) ( 1 ) — ( 14,018 ) ( 14,019 )

Issuance of share-based awards — — — — —

Balance at September 30, 2023 25,662 $ 257 $ 280,640 $ 384,803 $ 665,700

The accompanying notes are an integral part of the condensed consolidated financial statements.

2 unchanged sentences

(unaudited and in thousands, except per share data)

September 30, 2024

Description of Business and Basis of Presentation

March 31, 2025

Basis of Presentation

Basis of Presentation and Principles of Consolidation

Forward Air Corporation and its subsidiaries (“Forward Air ” or the “Company ” ) is a leading asset-light freight and logistics company.

The Company has three reportable segments:

Expedited Freight, Intermodal and Omni Logistics.

The Company conducts business in North and South America, Europe, and Asia.

The Expedited Freight segment provides expedited regional, inter-regional and national less-than-truckload (“LTL ” ) and truckload services.

Expedited Freight also offers customers local pick-up and delivery and other services including shipment consolidation and deconsolidation, warehousing, customs brokerage and other handling services.

The Intermodal segment provides first- and last-mile high value intermodal container drayage services both to and from seaports and railheads.

Intermodal also offers dedicated contract and container freight station (“CFS ” ) warehouse and handling services.

The Omni Logistics segment provides a full suite of global logistics services.

Services include air and ocean freight consolidation and forwarding, custom brokerage, warehousing and distribution, time-definite transportation services and other supply chain solutions.

The Company’s condensed consolidated financial statements include Forward Air Corporation and its wholly-owned and majority owned domestic and foreign subsidiaries.

Intercompany accounts and transactions have been eliminated in consolidation.

A noncontrolling interest in a consolidated subsidiary represents the portion of equity (net assets) in a subsidiary, attributable, directly or indirectly, to the Company.

Noncontrolling interests are presented as a separate component of equity in the consolidated balance sheet and the presentation of net loss presents losses attributable to controlling and noncontrolling interests.

In the fourth quarter of 2023, the Company held interests in two wholly-owned subsidiaries of Omni Newco, LLC (“Omni”), GN Bondco, LLC and GN Loanco, LLC, that were considered Variable Interest Entities (“VIEs”).

VIEs are legal entities in which equity investors do not have sufficient equity at risk for the entity to independently finance its activities, or as a group, the holders of the equity investment at risk lack the power through voting or similar rights to direct the activities of the entity that most significantly impact its economic performance, or do not have the obligation to absorb the expected losses of the entity or the right to receive expected residual returns of the entity.

Consolidation of a VIE is required if a reporting entity is the primary beneficiary of the VIE.

Interests in these VIEs are evaluated to determine if the Company is the primary beneficiary.

This evaluation gives appropriate consideration to the design of the entity and the variability that the entity was designed to create and pass along, the relative power of each party, and to the Company’s obligation to absorb losses or receive residual returns of the entity.

The Company concluded that the VIEs should be consolidated as of December 31, 2023 because the Company had (i) the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) the obligation to absorb losses and the right to receive benefits, which could potentially be significant.

On January 25, 2024 (“the Closing”), the Company completed the acquisition of Omni (“the Omni Acquisition”) pursuant to the Agreement and Plan of Merger, dated as of August 10, 2023 (the “Merger Agreement”) and amended by Amendment No.

1, dated as of January 22, 2024 (the “Amended Merger Agreement”).

The VIEs were acquired as part of the Omni Acquisition and assumed into the Company's consolidated subsidiaries as of January 25, 2024.

Refer to Note 4, Acquisitions, for additional disclosures regarding the Company’s previously held VIEs.

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

September 30, 2024

The condensed consolidated financial statements of the Company have been prepared in conformity with U.S.

3 unchanged sentences

Results for interim periods are not necessarily indicative of the results for the year.

Foreign Currency

Foreign currency amounts attributable to foreign operations have been translated into United States dollars.

Assets and liabilities are translated to United States dollars at period-end exchange rates and income and expense items are translated at average rates of exchange prevailing during the period.

Translation adjustments are included in “Accumulated other comprehensive loss” in stockholders’ equity within the Condensed Consolidated Balance Sheets and gains and losses, which result from foreign currency transactions, are included in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

Restricted Cash

As of September 30, 2024, the Company had restricted cash in the amount of $ 1,540 related to a letter of credit, which guarantee the Company’s obligations for potential claims exposure for insurance coverage.

Immaterial Correction of Previously Issued Consolidated Financial Statements

Subsequent to the issuance of the Company's fiscal year 2023 consolidated financial statements, the Company identified errors in the application of Accounting Standards Codification ("ASC") 835, "Debt Issuance Costs" and in the cut-off of certain payables.

In connection with debt issued in the prior year for the Omni Acquisition, approximately $ 8,200 of debt issuance costs were expensed and not capitalized.

The correction of this error resulted in an out of period adjustment to reduce Other operating expense by $ 8,200 , with an offset of $ 7,400 to debt issuance costs (a reduction of Long-term debt) and approximately $ 800 of Interest expense, net in the three and nine months ended September 30, 2024.

Additionally, the nine months ended September 30, 2024 also includes $ 3,200 of out-of-period adjustments to increase Other operating expense related to incremental payables for services incurred prior to December 31, 2023 that were not accrued at December 31, 2023.

Also, approximately $ 47,400 of year-to-date incurred losses were allocated to the noncontrolling interest associated with the goodwill impairment recorded in the previous three-month period ended June 30, 2024.

A correction resulted in approximately net $ 38,000 of income to noncontrolling interest during the three-month period ended September 30, 2024.

Refer to the Consolidated Statements of Operations and Comprehensive (Loss) Income.

The Company has evaluated the effects of the corrections described above, in accordance with guidance in ASC 250, "Accounting Change and Error Correction".

The Company concluded such corrections to be immaterial to previously issued financial statements and for the three months ended September 30, 2024.

Revenue Recognition

Revenue is recognized when the Company satisfies the performance obligation by the delivery of a shipment in accordance with contractual agreements, bills of lading (“BOLs”) and general tariff provisions.

The amount of revenue recognized is measured as the consideration the Company expects to receive in exchange for those services pursuant to a contract with a customer.

A contract exists once the Company enters into a contractual agreement with a customer.

The Company does not recognize revenue in cases where collectability is not probable, and defers recognition until collection is probable or payment is received.

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

September 30, 2024

The Company generates revenue from the delivery of a shipment and the completion of related services.

Revenue for the delivery of a shipment is recorded over time to coincide with when customers simultaneously receive and consume the benefits of the delivery services.

Accordingly, revenue billed to a customer for the transportation of freight are recognized over the transit period as the performance obligation to the customer is satisfied.

The Company determines the transit period for a shipment based on the pick-up date and the delivery date, which may be estimated if delivery has not occurred as of a reporting period.

The determination of the transit period and how much of it has been completed as of a given reporting date may require the Company to make judgments that impact the timing of revenue recognized.

For delivery of shipments with a pick-up date in one reporting period and a delivery date in another reporting period, the Company recognizes revenue based on relative transit time in each reporting period.

A portion of the total revenue to be billed to the customer after completion of a delivery is recognized in each reporting period based on the percentage of total transit time that has been completed at the end of the applicable reporting period.

Upon delivery of a shipment or related service, customers are billed according to the applicable payment terms.

Related services are a separate performance obligation and include accessorial charges such as terminal handling, storage, equipment rentals and customs brokerage.

Revenue is classified based on the line of business as the Company believes that best depicts the nature, timing and amount of revenue and cash flows.

For all lines of business, the Company records revenue on a gross basis as it is the principal in the transaction as the Company has discretion to determine the amount of consideration.

Additionally, the Company has the discretion to select drivers and other vendors for the services provided to customers.

These factors, discretion in the amount of consideration and the selection of drivers and other vendors, support revenue recognized on a gross basis.

Discontinued Operation

As previously disclosed, in December 2023, the Company made a decision to divest of the Final Mile business and the sale was completed on December 20, 2023.

As a result, the results of operations of Final Mile, have been presented under the caption “(Loss) income from discontinued operations, net of tax” in the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2023.

Settlement payment of $ 6,013 have been incurred in the nine months ended September 30, 2024 in relation to this disposal.

Summarized Discontinued Operation Financial Information

A summary of the results of operations classified as a discontinued operation, net of tax, in the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2023 is as follows:

Three Months Ended Nine Months Ended

September 30, 2023 September 30, 2023

Operating revenue $ 72,471 $ 210,388

Operating expenses:

Purchased transportation 42,060 121,782

Salaries, wages and employee benefits 12,786 38,382

Operating leases 3,126 9,589

Depreciation and amortization 1,297 3,828

Insurance and claims 657 1,780

Fuel expense 72 242

Other operating expenses 8,669 23,782

Total operating expenses 68,667 199,385

Income from discontinued operation before income taxes 3,804 11,003

Income tax expense 1,009 2,920

Income from discontinued operation, net of tax $ 2,795 $ 8,083

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

September 30, 2024

Expedited Freight Acquisition

In January 2023, the Company acquired certain assets of Land Air Express, Inc.

(“Land Air”) for $ 56,567 .

Land Air, headquartered in Bowling Green, Kentucky, offers a variety of less-than-truckload services including guaranteed, standard, exclusive, same day, hot shot and pickup and delivery, and operates in over 25 terminals across the United States.

The acquisition of Land Air is expected to accelerate the expansion of the Company’s national terminal footprint, particularly in the middle part of the United States, and strategically position the Company to better meet the current and future needs of customers.

The acquisition was funded using cash flow from operations and proceeds from the Company’s credit facility.

The results of Land Air have been included in the Condensed Consolidated Financial Statements as of and from the date of acquisition.

The associated goodwill has been included in the Company’s Expedited Freight reportable segment.

Recent Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The guidance in this ASU expands the disclosure requirements for income taxes by requiring greater disaggregation of information in the income tax rate reconciliation and disaggregation of income taxes paid by jurisdiction.

The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.

Acquisition of Omni

On January 25, 2024, the Company completed the Omni Acquisition pursuant to the Merger Agreement, as amended by the Amended Merger Agreement.

Omni, headquartered in Dallas, Texas, is an asset-light, high-touch logistics and supply chain management company with customer relationships in high-growth end markets.

On January 25, 2024, (the “Closing”) the Company completed the acquisition of Omni Newco, LLC ("Omni" and the acquisition of Omni, the "Omni Acquisition") pursuant to the Agreement and Plan of Merger, dated as of August 10, 2023 (the “Merger Agreement”, and amended by Amendment No.

1, dated as of January 22, 2024, the “Amended Merger Agreement”).

Omni, headquartered near Dallas, Texas, is an asset-light, high-touch logistics and supply chain management company with customer relationships in high-growth end markets.

Omni delivers domestic and international freight forwarding, fulfillment services, customs brokerage, distribution, and value-added services for time-sensitive freight to U.S.-based customers operating both domestically and internationally.

Pursuant to the Amended Merger Agreement, through a series of transactions involving the Company’s direct and indirect subsidiaries (collectively, with the other transactions contemplated by the Amended Merger Agreement and the other Transaction Agreements referred to therein, the “Transactions”), the Company acquired Omni for a combination of (a) $ 100,499 in cash (which includes pre-acquisition Omni costs of approximately $ 80 million) and (b) 14,015 shares of the Company’s outstanding common stock, on an as-converted and as-exchanged basis (the “Equity Consideration”) consisting of:

(i) 1,910 shares of common stock (of which 1,210 were issued upon conversion of the Series C Preferred Units upon approval of the Company’s shareholders at the 2024 Annual Shareholders Meeting held on June 3, 2024 (the “Conversion Approval”)) and (ii) 12,105 Opco Class B Units (as defined below) and corresponding Series B Preferred Units (as defined below), which are exchangeable into shares of Common Stock (of which 7,670 units were issued upon conversion of the units of Opco (defined below) designated as “Opco Series C-2 Preferred Units” upon the Conversion Approval.

The Equity Consideration represents, as of September 30, 2024, 34 % of the Company’s outstanding common stock on a fully-diluted and as-exchanged basis.

(i) 1,910 shares of common stock (of which 1,210 were issued upon conversion of the Series C Preferred Units upon approval of the Company’s shareholders at the 2024 Annual Shareholders Meeting held on June 3, 2024 (the “Conversion Approval”)) and (ii) 12,105 Opco Class B Units and corresponding Series B Preferred Units, which are exchangeable into shares of common stock (of which 7,670 units were issued upon conversion of the units of Opco designated as “Opco Series C-2 Preferred Units” upon the Conversion Approval).

At the date of acquisition, the Equity Consideration represented 35 % of the Company’s outstanding common stock on a fully-diluted and as-exchanged basis.

Prior to the consummation of the Transactions, the Company completed a restructuring, pursuant to which, among other things, the Company contributed all of its operating assets to Clue Opco LLC, a newly formed subsidiary of the Company (“Opco”).

2 unchanged sentences

Opco is governed by an amended and restated limited liability company agreement of Opco that became effective at the Closing (“Opco LLCA”).

At the Closing, the Company, Opco, Omni Holders and certain other parties entered into a tax receivable agreement (the “Tax Receivable Agreement”), which sets forth the agreement among the parties regarding the sharing of certain tax benefits realized by the Company as a result of the Transactions.

Pursuant to the Tax Receivable Agreement, the Company is generally obligated to pay certain Omni Holders 83.5 % of (a) the total tax benefit that the Company realizes as a result of increases in tax basis in Opco’s assets resulting from certain actual or deemed distributions and the future exchange of units of Opco for shares of securities of the Company (or cash) pursuant to the Opco LLCA, (b) certain pre-existing tax attributes of certain Omni Holders that are corporate entities for tax purposes, (c) the tax benefits that the Company realizes from certain tax allocations that correspond to items of income or gain required to be recognized by certain Omni Holders, and (d) other tax benefits attributable to payments under the Tax Receivable Agreement.

Forward Air Corporation

1 unchanged sentence

(unaudited and in thousands, except per share data)

September 30, 2024

As of December 31, 2023, the Company consolidated the activities of GN Bondco, LLC (VIE) and GN Loanco, LLC (VIE) with the proceeds from the Notes (as defined below) and New Term Loan (as defined below) recorded in “Noncurrent restricted cash equivalents” and the corresponding long-term debt recorded in “Long-term debt held in escrow” on the Condensed Consolidated Balance Sheets.

Pursuant to the Merger Agreement, the Company deposited the appropriate funds into escrow on behalf of GN Bondco, LLC and GN Loanco, LLC in connection with the interest accrued through the Closing.

For the interest funded but unpaid as of December 31, 2023, the corresponding amounts were recorded in “Restricted cash equivalents” and “Accrued expenses” on the Condensed Consolidated Balance Sheets.

Additionally, while held in escrow, the proceeds from the Notes and New Term Loan were invested in a liquid, short-term instrument.

The receivable for the interest earned through December 31, 2023 was recorded in “Restricted cash equivalents” and “Other receivables” on the Condensed Consolidated Balance Sheets.

At the Closing, the funds held in escrow were released, the aforementioned VIEs were dissolved, and the proceeds were distributed to the Company to affect the Transactions.

The Notes and New Term Loans are discussed in Note 6, Indebtedness.

March 31, 2025

Pursuant to the Tax Receivable Agreement, the Company is generally obligated to pay certain Omni Holders 83.5 % of (a) the total tax benefit that the Company realizes as a result of increases in tax basis in Opco’s assets resulting from certain actual or deemed distributions and the future exchange of units of Opco for securities of the Company (or cash) pursuant to the Opco LLCA, (b) certain pre-existing tax attributes of certain Omni Holders that are corporate entities for tax purposes, (c) the tax benefits that the Company realizes from certain tax allocations that correspond to items of income or gain required to be recognized by certain Omni Holders, and (d) other tax benefits attributable to payments under the Tax Receivable Agreement.

The Omni Acquisition enables the Company to provide a differentiated service offering and expanded geographic footprint to customers.

In addition, the combination of these complementary businesses positions the Company to deliver integrated global supply chain solutions for customers’ most service-sensitive logistics needs.

Goodwill recognized related to the preliminary purchase price represents planned operational synergies, expanded geographic reach of our services, and strategic market positioning.

Goodwill recognized related to the purchase represents planned operational synergies, expanded geographic reach of our services, and strategic market positioning.

The results of Omni have been included in the Condensed Consolidated Financial Statements as of and from the date of acquisition.

The associated goodwill has been included in the Omni reportable segment and is not expected to be deductible for tax purposes.

Consideration transferred of Omni

The acquisition-date fair value sources of the consideration transferred consists of the followings:

Cash $ 100,499

The associated goodwill has been included in the Omni Logistics operating segment and reporting unit and is not expected to be deductible for tax purposes.

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

March 31, 2025

Business Combination Accounting - Omni Logistics

Assets acquired and liabilities assumed as of the acquisition date are presented in the following table:

January 26, 2024 Opening Balance Sheet as Reported at March 31, 2024

January 26, 2024 Opening Balance Sheet as Reported at December 31, 2024

Consideration Transferred

Cash consideration paid $ 100,499 $ — $ 100,499

Liabilities under tax receivable agreement 13,270 — 13,270

Common shares 32,795 ( 1,967 ) 30,828

Series B preferred shares (each issued with a corresponding Opco class B unit) 207,880

Series B preferred shares 207,880 ( 12,473 ) 195,407

Series C preferred shares 56,713 ( 3,403 ) 53,310

1 unchanged sentence

Extinguishment of Omni's indebtedness 1,543,003 — 1,543,003

Preliminary consideration transferred $ 2,313,653

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

September 30, 2024

Total purchase price (fair value of consideration) 2,313,653 ( 39,413 ) 2,274,240

Fair Value of Assets Acquired and Liabilities Assumed

Assets acquired and liabilities assumed as of the acquisition date are presented in the following table:

Land Air Omni

January 31, 2023 January 25, 2024

Tangible assets:

Cash $ — $ 78,260

Cash and cash equivalents acquired 78,260 ( 10,977 ) 67,283

Accounts receivable 181,570 10,441 192,011

2 unchanged sentences

Operating lease right-of-use assets 234,025 13,665 247,690

Total tangible assets 738 604,786

Intangible assets:

Customer relationships 1,062,729 ( 158,929 ) 903,800

1 unchanged sentence

Trademarks and other 42,510 ( 19,410 ) 23,100

Goodwill 20,629 1,544,830

Total intangible assets 55,829 2,506,730

Total assets acquired 1,752,534 ( 173,321 ) 1,579,213

Liabilities assumed:

Current liabilities 156,408 ( 368 ) 156,040

4 unchanged sentences

Total liabilities assumed 539,355 38,021 577,376

Net assets acquired $ 56,567 $ 2,313,653

The estimated fair values of the assets acquired and liabilities assumed including the consideration transferred are based on the Company’s best estimates and assumptions using the information available as of the acquisition date through the date of this filing.

As a part of the Omni Acquisition, the interest in Opco not owned by Company was valued to be $ 433,449 on January 25, 2024 and is disclosed in the Condensed Consolidated Statements of Shareholders’ Equity.

The Company continues to evaluate the impact of this acquisition on its Condensed Consolidated Financial Statements.

The primary areas of the acquisition accounting that are not yet finalized include, but are not limited to, the following:

(1) finalizing the review and valuation of the acquired tangible and intangible assets and liabilities (including the key assumptions, inputs, and estimates) and (2) finalizing the identification of the tangible and intangible assets acquired and liabilities assumed and identified.

Actual values may differ (possibly materially) when final information becomes available that differs from our current estimates.

We believe that the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed.

The Company expects to finalize the valuation as soon as practicable, but no later than one year from the acquisition date.

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

September 30, 2024

During the three months ended September 30, 2024, the Company recorded measurement period adjustments to decrease Customer Relationships by $ 147.3 million, decrease Non-compete Agreements by $ 19.1 million, and decrease Trademarks and other by $ 19.4 million.

As a result of the adjusted acquisition-date fair value of assets acquired, the Company recorded an increase of $ 185.8 million to the Goodwill recognized.

The measurement period adjustments were recorded in the condensed consolidated financial statements as of and for the three months ended September 30, 2024 and were made to reflect facts and circumstances that existed as of the acquisition date.

The Company initially recorded the purchase price allocation on initial estimates, and in the three months ended September 30, 2024 an updated valuation was performed.

The effects of the remeasuring the intangible assets resulted in a reduction of $ 11.8 million in amortization expense for the three and nine month period ended September 30, 2024, recognized in Depreciation and amortization on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) income.

The fair value estimates of assets acquired and liabilities assumed is pending the completion of various items and is anticipated to be completed in the last three months of the fiscal year.

For the three and nine months ended September 30, 2024 , the Company recorded $( 549 ) and $ 71,393 of transactions and integration costs incurred in connection with the Omni Acquisition.

Goodwill $ 1,100,474 $ 171,929 $ 1,272,403

For the three months ended March 31, 2025 and 2024 , the Co mpany recorded $ 13,926 and $ 61,924 of trans actions and integration costs incurred in connection with the Omni Acquisition, respectively.

The transaction and integration costs were recorded in “Other operating expenses” in the Condensed Consolidated Statements of Operations.

The preliminary estimated useful life of acquired intangible assets as of the acquisition date are summarized in the following table:

Estimated Useful Lives

Land Air Omni

Customer relationships 15 years 14 years

The weighted average useful life of acquired intangible assets as of the acquisition date are summarized in the following table:

(weighted average years)

Customer relationships 14 years

Non-compete agreements 4 years

Trademarks and other 5 years

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

March 31, 2025

Supplemental Pro Forma Information

The following table represents the pro forma financial information as if Omni had been included in the consolidated results of the Company since January 1, 2024 (unaudited and in thousands) :

Nine Months Ended

September 30, 2024 September 30, 2023

March 31, 2024

Pro forma revenue $ 623,813

Pro forma net loss from continuing operations ( 1,155,014 ) ( 133,216 )

Pro forma net loss ( 154,345 )

The pro forma financial information adjusts the net loss for amortization of the intangible assets and the fair value adjustments of the assets acquired in connection with the Omni Acquisition as if the closing had occurred on January 1, 2024.

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

September 30, 2024

Goodwill and Intangible Assets

Changes in the carrying amount of goodwill during the nine months ended September 30, 2024 are summarized as follows:

Expedited Freight Intermodal Omni Logistics Consolidated

Balance as of December 31, 2023 $ 141,720 $ 136,986 $ — $ 278,706

Acquisition — — 1,544,830 1,544,830

Impairment — — ( 1,107,465 ) ( 1,107,465 )

Balance as of September 30, 2024 $ 141,720 $ 136,986 $ 437,365 $ 716,071

The Company's accumulated impairment loss for the Omni Logistics segment is $ 1,107,465 as of September 30, 2024.

The Company’s accumulated goodwill impairment also includes $ 25,686 related to impairment charges the Company recorded during 2016 pertaining to its Truckload Services reporting unit.

The Truckload Services reporting unit operates within the Expedited Freight reportable segment.

The Company tests goodwill for impairment, at the reporting unit level, annually as of June 30 and when events or circumstances indicate that fair value of a reporting unit may be below its carrying value.

A reporting unit is an operating segment or one level below an operating segment, for example, a component.

If the fair value of the reporting unit is below its carrying value, the difference between the total fair value of the reporting unit and the carrying value is recognized as an impairment to the reporting unit's goodwill.

The Company’s annual impairment analyses were performed as of June 30, 2024 for all reporting units.

For the reporting units in the Expedited Freight and Intermodal reportable segments, we performed a discounted cash flow (DCF) analysis and these reporting units continue to result in an excess of fair value over carrying value.

The Omni reporting unit’s fair value was calculated using a DCF model and a guideline public company method, with each method weighted equally.

Under the DCF model, the fair value of a reporting unit is the present value of estimated future cash flows and is based on all known or knowable information at the measurement date.

Under the guideline public company method, the fair value is based upon market multiples derived from publicly-traded companies with similar operating and investment characteristics of the reporting unit.

The inputs to both the DCF and the guideline public company method are Level 3 valuation inputs.

Primarily due to a decrease in the market value of the Company’s common stock during the second quarter of 2024, as a result of many factors including, but not limited to, general market factors, credit rating downgrades, and changes in executive leadership, and the inherent uncertainty associated with the combined enterprise, the Omni Logistics reporting unit’s fair value was determined to be less than its carrying value.

As a result, the Company recorded a non-cash impairment charge of $ 1,092,714 during the six months ended June 30, 2024.

Due to measurement period adjustments in the three months ended September 30, 2024, an additional $ 14,751 of goodwill impairment was recorded.

The cumulative goodwill impairment through the nine months ended September 30, 2024 is $ 1,107,465 .

The goodwill impairment expense was recorded in the Impairment of goodwill caption on the Condensed Consolidated Statement of Operations.

Additionally, as qualifying measurement-period adjustments are made to the Omni purchase price allocation, which is not yet finalized (See Note 4, Acquisitions), further adjustments to the goodwill impairment may be required.

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

September 30, 2024

Other Intangible Assets

Changes in the carrying amount of acquired intangible assets during the nine months ended September 30, 2024 are summarized as follows:

Gross Carrying Amount

Customer Relationships 1

Non-Compete Agreements Trade Names Total

Balance as of December 31, 2023 $ 253,914 $ 6,407 $ 1,500 $ 261,821

Acquisition 915,400 23,400 23,100 961,900

Balance as of September 30, 2024 $ 1,169,314 $ 29,807 $ 24,600 $ 1,223,721

Accumulated Amortization

Customer Relationships 1

Non-Compete Agreements Trade Names Total

Balance as of December 31, 2023 $ 118,993 $ 6,539 $ 1,500 $ 127,032

Amortization expense 55,373 4,884 3,080 63,337

Balance as of September 30, 2024 $ 174,366 $ 11,423 $ 4,580 $ 190,369

1 Carrying value as of September 30, 2024 and December 31, 2023 is inclusive o f $ 16,501 of accumulated impairment.

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

September 30, 2024

Long-term debt consisted of the following as of September 30, 2024 and December 31, 2023:

September 30, 2024 December 31, 2023

Long-term debt consisted of the following as of March 31, 2025 and December 31, 2024:

March 31, 2025 December 31, 2024

Term Loan, expiring 2030 $ 1,045,000 $ 1,045,000

$ 1,045,000 $ —

Senior Secured Notes, maturing 2031 725,000 725,000

2 unchanged sentences

Total long-term debt

1 On December 31, 2023 the debt instruments and related proceeds were consolidated but were restricted under an escrow agreement contingent upon the Closing of the Omni Acquisition.

2 Debt issuance costs of $ 9,835 related to the Revolving Credit Facility are recorded in Other Assets.

Senior Secured Notes

In order to finance a portion of the cash consideration payable for the Omni Acquisition and the costs and expenses incurred in connection with the transaction, GN Bondco, LLC, a wholly owned subsidiary of Omni, (the “Escrow Issuer” and consolidated VIE) completed a private offering of $ 725,000 aggregate principal amount of its 9.5 % senior secured notes due 2031 (the “Notes”) in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) .

As of December 31, 2023, the Notes were included in Long-term debt held in escrow on the Condensed Consolidated Balance Sheets.

Upon the Closing, Opco assumed the Escrow Issuer’s obligations under the Notes.

The Notes bear interest at a rate of 9.5 % per annum, payable semiannually in cash in arrears on April 15 and October 15 of each year, commencing April 15, 2024.

The Notes were issued at 98.0 % of the face amount and will mature on October 15, 2031.

Notes were issued pursuant to an indenture dated as of October 2, 2023, between the Escrow Issuer and U.S.

Bank Trust Company, National Association, as trustee and notes collateral agent.

The Notes are guaranteed on a senior secured basis in an aggregate principal amount in excess of $ 100,000 .

Prior to October 15, 2026, Opco may redeem some or all of the Notes at any time and from time to time at a redemption price equal to 100.000 % of the principal amount thereof plus the applicable “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

On or after October 15, 2026, Opco may redeem some or all of the Notes at the following prices (expressed as a percentage of principal), plus in each case accrued and unpaid interest, if any, to, but excluding, the redemption date:

(a) in the case of a redemption occurring during the 12-month period commencing October 15, 2026, at a redemption price of 104.750 %;

(b) in the case of a redemption occurring during the 12-month period commencing on October 15, 2027, at a redemption price of 102.375 %;

and (c) in the case of a redemption occurring on or after October 15, 2028, at a redemption price of 100.000 %.

In addition, at any time prior to October 15, 2026, Opco may redeem up to 40.000 % of the original aggregate principal amount of the Notes in an amount not to exceed the amount of net cash proceeds from one or more equity offerings at a redemption price equal to 109.5 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Upon the occurrence of a “change of control”, Opco will be required to offer to repurchase all of the outstanding principal amount of the Notes at a purchase price of 101.000 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

Senior Secured Term Loan Facility

In order to finance a portion of the cash consideration payable for the Omni Acquisition and the costs and expenses incurred in connection with the transaction, GN Loanco, LLC, a wholly owned subsidiary of Omni, (the “Escrow Loan Borrower” and consolidated VIE), entered into a credit agreement (the “Credit Agreement”) with Citibank, N.A., as administrative agent and collateral agent and as initial term loan lender on December 19, 2023.

Pursuant to the Credit Agreement, the Escrow Loan Borrower obtained senior secured term B loans in an aggregate principal amount of $ 1,125,000 (the “New Term Loans”) and the ability to draw down up to $ 400,000 under a line of credit (the “Revolving Credit Facility”).

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

September 30, 2024

The New Term Loans bear interest based, at Opco’s election, on (a) SOFR plus an applicable margin or (b) the base rate plus an applicable margin.

The base rate is equal to the highest of the following:

(i) the prime rate;

(ii) 0.50 % above the overnight federal funds rate;

and (iii) the one-month Term SOFR plus 1.00 %.

The applicable margin for Term SOFR loans is 4.50 % and the applicable margin for base rate loans is 3.50 %.

The New Term Loans are subject to customary amortization of 1.00 % per year.

The New Term Loans were issued at 96.0 % of the face amount and will mature on December 19, 2030.

No borrowings under the Revolving Credit Facility were made in connection with the Omni Acquisition.

The Revolving Credit Facility will mature on January 25, 2029.

Loans made under the Revolving Credit Facility bear interest based, at Opco’s election, on (a) SOFR plus an applicable margin or (b) the base rate plus an applicable margin.

Until delivery of a compliance certificate in respect of the fiscal quarter ending September 30, 2024, the applicable margin for SOFR loans is 4.25 % and the applicable margin for base rate loans is 3.25 %.

Thereafter, the applicable margin can range from 3.75 % to 4.25 % for SOFR loans and from 2.75 % to 3.25 % for base rate loans, in each case depending on Opco’s first lien net leverage ratio, as set forth in the Credit Agreement.

Upon closing of the Omni Acquisition, Opco assumed the Escrow Loan Borrower’s obligations under the Credit Agreement, which were further secured by certain guarantors.

Opco’s obligations under the Credit Agreement are guaranteed on a senior secured basis by the Company and each of Opco’s existing and future domestic subsidiaries (subject to customary exceptions).

On February 12, 2024, Opco and the parties to the Credit Agreement entered into Amendment No.

2 (“Amendment No.

2”) to the Credit Agreement, which (a) modifies the financial performance covenant in the Credit Agreement by temporarily increasing the 4.50 :1.00 maximum consolidated first lien net leverage ratio permitted by the covenant to (i) 6.00 :1.00 (for the second and third quarters of 2024), (ii) 5.50 :1.00 (for the fourth quarter of 2024), (iii) 5.25 :1.00 (for the first quarter of 2025), (iv) 5.00 :1.00 (for the second quarter of 2025) and (v) 4.75 :1.00 (for the third quarter of 2025) and (b) reduces the revolving credit commitments available under the Credit Agreement from an aggregate principal amount of $ 400,000 to an aggregate principal amount of $ 340,000 .

If the financial performance covenant is not met, the Company will lose access to the Revolving Credit Facility.

Amendment No.

2 also amends certain other terms of the Credit Agreement.

Prior to the effectiveness of Amendment No.

2, on February 12, 2024, Opco repaid $ 80,000 aggregate principal amount of the New Term Loans outstanding under the Credit Agreement, together with all accrued and unpaid interest thereon.

Both the Notes and Revolving Credit Facility contain covenants that, among other things, restrict the ability of the Company, without the approval of the required lenders, to engage in certain mergers, consolidations, asset sales, dividends and stock repurchases, investments, and other transactions or to incur liens or indebtedness in excess of agreed thresholds, as set forth in the Credit Agreemen t.

As of the date of this report, the Company was in compliance with these aforementioned covenants.

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

September 30, 2024

As of September 30, 2024 the Company had no outstanding borrowings under this revolving credit facility.

Former Credit Facility

In September 2017, the Company entered into a five-year senior unsecured revolving credit facility (the “Facility”) with a maximum aggregate principal amount of $ 150,000 , with a sublimit of $ 30,000 for letters of credit and a sublimit of $ 30,000 for swing line loans.

The maturity date of the Facility was September 29, 2022.

In April 2020, the Company entered into the first amendment to the Facility, which increased the maximum aggregate principal amount to $ 225,000 .

The Facility could have been increased by up to $ 25,000 to a maximum aggregate principal amount of $ 250,000 pursuant to the terms of the amended credit agreement, subject to the lenders’ agreement to increase their commitments or the addition of new lenders extending such commitments.

In July 2021, the Company entered into the second amendment to the Facility, which extended the maturity date to July 20, 2026 and changed the interest rate options available under the Facility.

In December 2021, the Company entered into the third amendment to the Facility, which increased the amount available for borrowing under the Facility to $ 450,000 , consisting of a $ 300,000 revolving line of credit and a term loan of $ 150,000 .

In connection with the third amendment, the Company borrowed $ 150,000 under the term loan and simultaneously repaid $ 150,000 on the revolving line of credit from the borrowings received.

Under the third amendment, the Facility could have been increased by up to $ 75,000 to a maximum aggregate principal amount of $ 525,000 pursuant to the terms of the amended credit agreement, subject to the lenders’ agreement to increase their commitments or the addition of new lenders extending such commitments.

Such increases to the Facility could have been in the form of additional revolving credit loans, term loans or a combination thereof, and were contingent upon there being no events of default under the Facility.

As of December 31, 2023 the Company had no outstanding borrowings under the Facility.

No borrowings were made under the Facility prior to the extinguishment upon the Closing.

Letters of Credit

The Company had an arrangement to issue a letter of credit, which guarantee the Company’s obligations for potential claims exposure for insurance coverage.

As of December 31, 2023 and September 30, 2024, the outstanding letter of credit totaled $ 19,834 and $ 1,540 , respectively.

Under the Revolving Credit Facility, the outstanding letter of credit totaled $ 17,688 as of September 30, 2024.

$ 1,678,647 $ 1,675,930

The Term Loan is part of our Credit Agreement that includes a revolving credit facility.

At the end of March 31, 2025 and December 31, 2024, the revolving credit facility has $ 277 million of borrowings available and no borrowings outstanding.

Net Loss Per Share

Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during each period.

Restricted shares have non-forfeitable rights to dividends and as a result, are considered participating securities for purposes of computing net income per common share pursuant to the two-class method.

Diluted net loss per common share assumes the exercise of outstanding stock options and the vesting of performance share awards using the treasury stock method when the effects of such assumptions are dilutive.

Forward Air Corporation

1 unchanged sentence

(unaudited and in thousands, except per share data)

September 30, 2024

Net (Loss) Income Per Share

Basic net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding during each period.

Diluted net income per common share assumes the exercise of outstanding stock options and the vesting of performance share awards using the treasury stock method when the effects of such assumptions are dilutive.

A reconciliation of net income attributable to Forward Air and weighted-average common shares outstanding for purposes of calculating basic and diluted net income per share during the three and nine months ended September 30, 2024 and 2023 is as follows:

Three Months Ended Nine Months Ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

Net (loss) income from continuing operations $ ( 72,271 ) $ 6,493 $ ( 774,540 ) $ 57,524

Net (loss) income from discontinued operation ( 1,137 ) 2,795 ( 6,013 ) 8,083

Net (loss) income attributable to Forward Air ( 73,408 ) 9,288 ( 780,553 ) 65,607

Income allocated to participating securities from continuing operations — ( 40 ) — ( 313 )

Income allocated to participating securities from discontinued operation — ( 17 ) — ( 44 )

Income allocated to participating securities — ( 57 ) — ( 357 )

Numerator for basic and diluted net (loss) income per share for continuing operations $ ( 73,101 ) $ 6,453 $ ( 775,347 ) $ 57,211

Numerator for basic and diluted net income per share for discontinued operation $ ( 1,137 ) $ 2,778 $ ( 6,013 ) $ 8,039

Denominator for basic net (loss) income per share - weighted-average number of common shares outstanding 27,941 25,697 26,983 25,995

Dilutive stock options and performance share awards — 74 — 101

Denominator for diluted net (loss) income per share - weighted-average number of common shares and common share equivalents outstanding 27,941 25,771 26,983 26,096

Basic net (loss) income per share attributable to Forward Air:

Continuing operations $ ( 2.62 ) $ 0.25 $ ( 28.73 ) $ 2.20

Discontinued operation ( 0.04 ) 0.11 ( 0.22 ) 0.31

Net (loss) income per basic share $ ( 2.66 ) $ 0.36 $ ( 28.95 ) $ 2.51

Diluted net (loss) income per share attributable to Forward Air:

Continuing operations $ ( 2.62 ) $ 0.25 $ ( 28.73 ) $ 2.19

Discontinued operation ( 0.04 ) 0.11 ( 0.22 ) 0.31

Net (loss) income per diluted share 1

March 31, 2025

A reconciliation of net loss attributable to Forward Air and weighted-average common shares outstanding for purposes of calculating basic and diluted net loss per share during the three months ended March 31, 2025 and 2024 is as follows:

Three Months Ended

March 31, 2025 March 31, 2024

$ ( 61,191 ) $ ( 88,794 )

Less, net loss attributable to noncontrolling interest ( 10,554 ) ( 27,082 )

Net loss attributable to Forward Air

( 50,637 ) ( 61,712 )

Dividends allocated to Opco C-2 Preferred Units — ( 11,867 )

Numerator for basic and diluted net loss per share $ ( 50,637 ) $ ( 73,579 )

Denominator for basic and diluted net loss per share - weighted-average number of common shares outstanding 30,193 26,217

Basic and diluted net loss per share attributable to Forward Air:

Net loss per basic and diluted share 1

$ ( 1.68 ) $ ( 2.81 )

1 Rounding may impact summation of amounts.

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

September 30, 2024

The number of shares that were not included in the calculation of net income per diluted share because to do so would have been anti-dilutive for the three and nine months ended September 30, 2024 and 2023 are as follows:

Three Months Ended Nine Months Ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

The number of shares that were not included in the calculation of net loss per diluted share because to do so would have been anti-dilutive for the three months ended March 31, 2025 and 2024 are as follows:

Three Months Ended

March 31, 2025 March 31, 2024

Anti-dilutive stock options 247 287

3 unchanged sentences

The Company is taxed as a C corporation and is subject to federal and state income taxes.

The Company’s sole material tax asset is Opco, which is a limited liability company that is taxed as a partnership for federal and certain state and local income tax purposes.

The Company’s sole material asset is Opco, which is a limited liability company that is taxed as a partnership for federal and certain state and local income tax purposes.

Opco’s net taxable income and related tax credits, if any, are passed through to its partners and included in the partner’s tax returns.

The income tax burden on the earnings taxed to the noncontrolling interest holders is not reported by the Company in its condensed consolidated financial statements.

The income tax burden on the earnings or losses taxed to the noncontrolling interest holders is not reported by the Company in its condensed consolidated financial statements.

As a result, the Company’s effective tax rate differs materially from the statutory rate.

For the nine months ended September 30, 2024 and 2023, the Company recorded an income tax benefit of $ 191,990 and income tax expense of $ 20,091 , respectively.

The effective tax rate of 15.0 % for the nine months ended September 30, 2024 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of the tax impact of the goodwill impairment charge, noncontrolling interest, partially offset by state income taxes, net of the federal benefit, and foreign taxes.

The effective tax rate of 25.9 % for the nine months ended September 30, 2023 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of state income taxes, net of the federal benefit, and non-deductible executive compensation, partially offset by excess tax benefits realized on share-based awards.

For the three months ended March 31, 2025 and 2024, the Company recorded an income tax expense of $ 19,589 and income tax benefit of $ 18,350 , respectively.

The effective tax rate of ( 47.1 )% for the three months ended March 31, 2025 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of interest expense disallowances under IRC Section 162(j) for which a full valuation allowance is recorded on the deferred tax asset, noncontrolling interest, and state local income taxes.

The effective tax rate of 17.1 % for the three months ended March 31, 2024 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of noncontrolling interest, non-deductible executive compensation, excess tax benefits realized on share-based awards, partially offset by state income taxes, net of the federal benefit, and foreign taxes.

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

March 31, 2025

The Company recognizes income tax benefits from uncertain tax positions where the realization of the ultimate benefit is uncertain.

As of both September 30, 2024 and December 31, 2023, the Company had $ 153 of unrecognized income tax benefits, all of which would affect the Company’s effective tax rate if recognized.

As of both September 30, 2024 and December 31, 2023, the Company had accrued interest and penalties related to unrecognized tax benefits of $ 82 .

As of March 31, 2025 and December 31, 2024, the Company had $ 7,392 and $ 2,131 of unrecognized income tax benefits, all of which would affect the Company’s effective tax rate if recognized.

At March 31, 2025 and December 31, 2024, the Company had accrued interest and penalties related to unrecognized tax benefits of $ 431 and $ 394 .

With a few exceptions, the Company is no longer subject to U.S.

federal, state and local, or Canadian examinations by tax authorities for years before 2018.

The Company also maintains a valuation allowance to reserve against its state net operating loss carryforwards of $ 395 .

A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company maintains a full valuation allowance against its net deferred tax assets, which are primarily related to interest expense carryforwards.

The Company assessed the likelihood that its deferred tax assets would be recovered from estimated future taxable income and available tax planning strategies.

In making this assessment, all available evidence was considered including economic climate, as well as reasonable tax planning strategies.

The Company believes it is more likely than not that it will realize its remaining net deferred tax assets, net of the valuation allowance, in future years.

In connection with the Omni Acquisition, the Company entered into a Tax Receivable Agreement with certain Omni Holders.

As of September 30, 2024, the Company recorded a Tax Receivable Agreement liability of approximately $ 36,797 , after concluding that such Tax Receivable Agreement payments would be probable based on estimates of future taxable income over the term of the Tax Receivable Agreement.

The determination of the Tax Receivable Agreement liability requires the Company to make judgments in estimating the amount of tax attributes as of the date of exchanges (such as cash to be received by the Company on a hypothetical sale of assets and allocation of gain or loss to the Company at the time of the exchanges taking into consideration partnership tax rules).

The amounts payable under the Tax Receivable Agreement will also vary depending upon a number of factors, including tax rates in effect, as well as the amount, character, and timing of the taxable income of Opco in the future and the expected realization of tax benefits with respect to deferred tax assets related to tax attributes subject to Tax Receivable Agreement, which may result in a valuation allowance recorded against the deferred tax assets.

If other tax attributes subject to the Tax Receivable Agreement are determined to be payable, additional Tax Receivable Agreement liabilities may be considered probable at that time.

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

September 30, 2024

The Organization for Economic Co-operation and Development enacted model rules for a new global minimum tax framework, also known as Pillar Two, and certain governments globally have enacted, or are in the process of enacting, legislation considering these model rules.

These rules did not have a material impact on our taxes for the three and nine months ended September 30, 2024.

The Organization for Economic Co-operation and Development (“OECD”), continues to put forth various initiatives, including Pillar Two rules which include the introduction of a global minimum tax at a rate of 15%.

1 unchanged sentence

A number of other countries are also implementing similar legislation.

As of September 30, 2024, based on the countries in which we do business that have enacted legislation effective January 1, 2024, the impact of these rules to our financial statements was not material.

As of March 31, 2025, based on the countries in which we do business that have enacted legislation effective January 1, 2025, the impact of these rules to our financial statements was not material.

This may change as other countries enact similar legislation and further guidance is released.

We continue to closely monitor regulatory developments to assess potential impacts.

In general, it is the practice and intention of the Company to reinvest the earnings of its non-U.S.

subsidiaries in those operations.

As of March 31, 2025, the Company has not recorded a provision for U.S.

or additional foreign withholding taxes on investments in foreign subsidiaries that are indefinitely reinvested.

Generally, such amounts become subject to U.S.

taxation upon the remittance of dividends and under certain other circumstances.

Fair Value of Financial Instruments

8 unchanged sentences

• Level 3 - Model-derived valuations in which one or more significant inputs are unobservable.

Assets and liabilities measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 are summarized below:

As of September 30, 2024

Assets and liabilities measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024 are summarized below:

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

March 31, 2025

As of March 31, 2025

Level 1 Level 2 Level 3 Total

4 unchanged sentences

Cash, cash equivalents and restricted cash, accounts receivable, other receivables and accounts payable are valued at their carrying amounts in the Company’s Condensed Consolidated Balance Sheets, due to the immediate or short-term maturity of these financial instruments.

In connection with the Omni acquisition noted in Note 4 and the deal structure, Preferred B shares totaling 966,764 were converted into common stock during the quarter and as a result, Tax Receivable Agreement liability increased to $ 36.8 million from $ 13.3 million.

See Note 8 for more information on the Tax Receivable Agreement.

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

September 30, 2024

As of September 30, 2024, the estimated fair value of the Company’s finance lease obligation, based on current borrowing rates, was $ 48,097 , compared to its carrying value of $ 49,472 .

As of December 31, 2023, the estimated fair value of the Company’s finance lease obligation, based on current borrowing rates, was $ 38,926 , compared to its carrying value of $ 39,381 .

The carrying value of the long-term debt approximates fair value based on the borrowing rates currently available for a loan with similar terms and average maturity.

Shareholders’ Equity

Series B Preferred Stock

Pursuant to Articles of Amendment to the Restated Charter of the Company filed with the Secretary of State of the State of Tennessee at the Closing (the “Charter Amendment”), the Company established the terms of a new series of preferred stock of the Company designated as “Series B Preferred Stock” (the “Series B Preferred Stock”), and, at the Closing, certain Omni Holders received fractional units (the “Series B Preferred Units”) each representing one one-thousandth of a share of the Company Series B Preferred Stock.

Each Series B Preferred Unit is, together with a corresponding Opco Class B Unit, exchangeable at the option of the holder thereof into one share of the Company’s common stock.

Holders of Series B Preferred Units and holders of the Company’s common stock will vote together as a single class on all matters to be voted on by the Company’s shareholders, subject to limited exceptions.

Each holder of record of Series B Preferred Units is entitled to cast one vote for each such unit.

Pursuant to the Charter Amendment, the Series B Preferred Units have a liquidation preference of $ 0.01 per unit and are not entitled to receive any dividends independent of their corresponding Opco Class B Units.

A Series B Preferred Unit and its corresponding Opco Class B Unit may only be transferred together as a single, combined unit.

Stock Repurchase Program

On February 5, 2019, the Board approved a stock repurchase plan authorizing the repurchase of up to 5,000 shares of the Company’s common stock (the “2019 Repurchase Plan”).

The 2019 Repurchase Plan expires when the shares authorized for repurchase are exhausted or the 2019 Repurchase Plan is canceled.

During the nine months ended September 30, 2024, the Company did not repurchase any shares of common stock through open market transactions.

During the nine months ended September 30, 2023, the Company repurchased through open market transactions 883 shares of common stock for $ 93,811 , or an average of $ 106.21 per share.

All shares received were retired upon receipt, and the excess of the purchase price over the par value per share was recorded to “Retained (Deficit) Earnings ” in the Condensed Consolidated Balance Sheets.

As of September 30, 2024, the remaining shares permitted to be repurchased under the 2019 Repurchase Plan were approximately 1,349 shares.

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

September 30, 2024

The carrying value of the long-term debt at March 31, 2025 and December 31, 2024 approximates fair value based on the borrowing rates currently available for a loan with similar terms and average maturity.

Commitments and Contingencies

1 unchanged sentence

On September 26, 2023, Rodney Bell, Michael A.

Roberts and Theresa Woods, (collectively, the "Plaintiffs"), three of our shareholders, filed a complaint against us and certain of its directors and officers in the Third District Chancery Court sitting in Greeneville, Tennessee (the "Shareholder Complaint").

The Shareholder Complaint alleges, among other things, that our shareholders have the right to vote on certain transactions contemplated by the Merger Agreement and sought an injunction against the consummation of the transaction until a shareholder vote was held.

Roberts and Theresa Woods (collectively, the "Plaintiffs"), three of our shareholders, filed a complaint against the Company and certain of its directors and officers in the Third District Chancery Court sitting in Greeneville, Tennessee (the "Shareholder Complaint").

The Shareholder Complaint alleges, among other things, that the Company’s shareholders had the right to vote on certain transactions contemplated by the Merger Agreement and sought an injunction against the consummation of the transaction until a shareholder vote was held.

The court initially granted a temporary restraining order enjoining the transactions contemplated by the Merger Agreement but later dissolved it on October 25, 2023.

Thereafter and as described below, on the Closing, the parties to the Amended Merger Agreement completed the Omni Acquisition.

Thereafter, the parties to the Amended Merger Agreement completed the Omni Acquisition.

On May 2, 2024, Plaintiff Michael Roberts, together with the Cambria County Employees Retirement System filed a stipulation and proposed order seeking leave of court to file an amended class action complaint seeking damages, among other forms of relief.

Upon receiving leave of the court, on May 15, 2024, the Plaintiffs filed the amended complaint.

Like the earlier complaints, it challenges our determination not to subject the Omni Acquisition to a shareholder vote.

We disagree with the allegations of the amended complaint and are in the process of defending the matter.

Upon receiving leave of the court, on May 15, 2024, the Plaintiffs filed the amended complaint (“Second Amended Complaint”).

Like the earlier complaints, the Second Amended Complaint challenges the directors’ determination not to subject the Omni Acquisition to a shareholder vote and alleges that, in so doing, the Company and certain of its current and former directors violated Tennessee corporate law.

The Second Amended Complaint further alleges that certain of the Company’s current and former directors breached their fiduciary duties to shareholders by depriving them of the right to vote on the Omni Acquisition.

Thereafter, on June 14, 2024, defendants removed the case to the United States District Court for the Eastern District of Tennessee, Greeneville Division.

Plaintiffs filed a motion to remand the case to the Third District Chancery Court, and on March 31, 2025, the federal court granted the motion and remanded the case back to the Third District Chancery Court.

Defendants contest the merits of the Second Amended Complaint and are in the process of defending the matter.

The Company is party to various legal claims and actions incidental to its business, including claims related to vehicle liability, workers’ compensation, property damage and employee medical benefits.

2 unchanged sentences

Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and related events unfold.

Insurance coverage provides the Company with primary and excess coverage for claims related to vehicle liability, workers’ compensation, property damage and employee medical benefits.

Forward Air Corporation

1 unchanged sentence

(unaudited and in thousands, except per share data)

September 30, 2024

For vehicle liability, the Company retains a portion of the risk.

Below is a summary of the Company’s risk retention on vehicle liability insurance coverage maintained by the Company up to $ 10,000 (in thousands):

Risk Retention Frequency Layer Policy Term

Expedited Freight¹

LTL business $ 5,000 Occurrence/Accident¹ $ 0 to $ 5,000

10/1/2023 to 10/1/2024

Truckload business $ 5,000 Occurrence/Accident¹ $ 0 to $ 5,000

10/1/2023 to 10/1/2024

LTL, Truckload and Intermodal businesses $ 5,000 Policy Term Aggregate² $ 5,000 to $ 10,000

10/1/2023 to 10/1/2024

Intermodal $ 1,000 Occurrence/Accident¹ $ 0 to $ 1,000

10/1/2023 to 10/1/2024

¹ For each and every accident/incident, the Company is responsible for damages and defense up to these amounts, regardless of the number of claims associated with any accident/incident.

² During the Policy Term, the Company is responsible for damages and defense within the stated Layer up to the stated, aggregate amount of Risk Retention before insurance will continue.

Also, from time to time, when brokering freight, the Company may face claims for the “negligent selection” of outside, contracted carriers that are involved in accidents, and the Company maintains third-party liability insurance coverage with a $ 100 deductible per occurrence for most of its brokered services.

The Company maintains workers’ compensation insurance with a self-insured retention of $ 500 per occurrence.

Insurance coverage in excess of the self-insured retention limit is an important part of the Company’s risk management process.

The Company accrues for the costs of the uninsured portion of pending claims within the self-insured retention based on the nature and severity of individual claims and historical claims development trends.

The Company believes the recorded reserves are sufficient for all incurred claims up to the self-insured retention limits, including an estimate for claims incurred but not reported.

However, estimating the number and severity of claims, as well as related judgment or settlement amounts is inherently difficult, and the Company may fail to establish sufficient insurance reserves and adequately estimate for future insurance claims.

Since the ultimate resolution of outstanding claims as well as claims incurred but not reported is uncertain, it is possible that the reserves recorded for these losses could change materially in the near term.

Although, an estimate cannot be made of the range of additional loss that is at least reasonably possible.

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

September 30, 2024

March 31, 2025

Segment Reporting

The Company has three reportable segments:

Expedited Freight, Intermodal and Omni Logistics.

The Company evaluates segment performance based on income from operations.

Segment results include intersegment revenues and shared costs.

Costs related to the corporate headquarters, shared services and shared assets, such as trailers, are allocated to each segment based on usage.

Shared assets are not allocated to each segment, but rather the shared assets, such as trailers, are allocated to the Expedited Freight segment.

Corporate includes revenues and expenses as well as assets that are not attributable to any of the Company’s reportable segments.

The accounting policies applied to each segment are the same as those described in the Summary of Significant Accounting Policies as disclosed in Note 1 to the Annual Report on Form 10-K for the year ended December 31, 2023, except for certain self-insurance loss reserves related to vehicle liability and workers’ compensation.

Our chief operating decision-maker, who is our Chief Executive Officer, analyzes the results of our business through the following reportable segments:

Expedited Freight, Omni Logistics, and Intermodal.

Our chief operating decision-maker evaluates the operating results and performance of our segments through segment profit.

These financial metrics are used to view operating trends, perform analytical comparisons and benchmark performance between periods and to monitor budget-to-actual variances on a monthly basis.

To manage operations and make decisions regarding resource allocations, our chief operating decision-maker is regularly provided and reviews information necessary to make decisions to meet customer demand for our services.

The accounting policies applied to each segment are the same as those described in the Operations and Summary of Significant Accounting Policies as disclosed in Note 1 to the Annual Report on Form 10-K for the year ended December 31, 2024, except for certain self-insurance loss reserves related to vehicle liability and workers’ compensation.

Each segment is allocated an insurance premium and deductible that corresponds to the self-insured retention limit for that particular segment.

Any self-insurance loss exposure beyond the deductible allocated to each segment is recorded in Corporate.

Segment results from operations for the three and nine months ended September 30, 2024 and 2023 are as follows:

Three Months Ended September 30, 2024

Expedited Freight Intermodal Omni Logistics Corporate Eliminations Consolidated

Segment results from operations for the three months ended March 31, 2025 and 2024 are as follows:

For the Three Months Ended

March 31, 2025 Expedited Freight Omni Logistics Intermodal Corporate Consolidated

External revenues $ 227,196 $ 323,470 $ 62,473 $ 142 $ 613,281

Intersegment revenues 22,185 — 19 — 22,204

Depreciation 9,029 2,020 3,346 — — 14,395

Amortization 1,452 2,562 7,484 — — 11,498

Income (loss) from operations 19,269 4,091 1,136 ( 1,799 ) — 22,697

Purchases of property and equipment 7,577 79 2,758 — — 10,414

Three Months Ended September 30, 2023

Expedited Freight Intermodal Omni Logistics Corporate Eliminations Consolidated

249,381 323,470 62,492 142 635,485

Reconciliation of revenue

Elimination of intersegmental revenues ( 22,204 )

Total consolidated revenues $ 613,281

Purchase transportation 120,680 185,734 20,176 ( 124 )

Salaries, wages and employee benefits 52,577 56,783 15,931 16,624

Operating leases 15,433 27,090 5,778 491

Depreciation and amortization 10,379 22,230 4,720 31

Insurance and claims 10,308 2,615 2,791 ( 707 )

Fuel expense 2,471 1,017 2,155 6

Other operating expenses 21,899 24,626 5,399 3,609

Segment profit (loss) 15,634 3,375 5,542 ( 19,788 ) 4,763

Reconciliation of segment profit or loss

Interest expense, net 45,547

Foreign exchange loss (gain) 922

Other operations ( 104 )

Loss before income taxes $ ( 41,602 )

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

March 31, 2025

For the Three Months Ended

March 31, 2024 Expedited Freight Omni Logistics Intermodal Corporate Consolidated

External revenues $ 260,753 $ 224,838 $ 56,222 $ — $ 541,813

Intersegment revenues 12,542 — 70 — 12,612

Depreciation 8,018 2,626 — — — 10,644

Amortization 1,004 2,561 — — — 3,565

Income (loss) from operations 32,547 4,744 — ( 25,602 ) — 11,689

Purchases of property and equipment 5,223 21 — — — 5,244

Revenue from the individual services within the Expedited Freight segment for the three and nine months ended September 30, 2024 and 2023 are as follows:

Three Months Ended Nine Months Ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

273,295 224,838 56,292 — 554,425

Reconciliation of revenue

Elimination of intersegmental revenues ( 12,612 )

Total consolidated revenues $ 541,813

Purchase transportation 127,760 144,424 17,443 —

Salaries, wages and employee benefits 62,553 48,775 15,082 2,457

Operating leases 14,982 19,127 4,692 2

Depreciation and amortization 10,290 16,869 4,627 —

Insurance and claims 10,652 2,053 2,606 ( 2,430 )

Fuel expense 2,581 304 2,361 —

Other operating expenses 24,979 21,871 5,895 60,202

Segment profit (loss) 19,498 ( 28,585 ) 3,586 ( 60,231 ) ( 65,732 )

Reconciliation of segment profit or loss

Interest expense, net 40,753

Foreign exchange loss (gain) 668

Other operations ( 9 )

Elimination of intersegment profits —

Loss before income taxes $ ( 107,144 )

Omni Logistics revenues and segment loss in the above table represents the period from January 25, 2024 (the date of acquisition) through March 31, 2024.

Revenue from the individual services within the Expedited Freight segment for the three months ended March 31, 2025 and 2024 are as follows:

Three Months Ended

March 31, 2025 March 31, 2024

Expedited Freight revenues:

3 unchanged sentences

Total $ 249,381 $ 273,295

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

September 30, 2024

Nine Months Ended September 30, 2024

Expedited Freight Intermodal Omni Logistics Corporate Eliminations Consolidated

External revenues $ 797,483 $ 172,701 $ 871,232 $ — $ — $ 1,841,416

Intersegment revenues 51,801 302 — — ( 52,103 ) —

Depreciation 27,282 6,234 9,468 — — 42,984

Amortization 4,181 7,687 51,469 — — 63,337

Income (loss) from operations 60,713 12,994 ( 1,133,323 ) ( 79,175 ) — ( 1,138,791 )

Purchases of property and equipment 16,502 1,629 11,679 — — 29,810

Nine Months Ended September 30, 2023

Expedited Freight Intermodal Omni Logistics Corporate Eliminations Consolidated

External revenues $ 817,785 $ 214,522 $ — $ — $ — $ 1,032,307

Intersegment revenues 103 81 — — ( 184 ) —

Depreciation 22,123 7,056 — — — 29,179

Amortization 2,964 7,683 — — — 10,647

Income (loss) from operations 89,295 20,259 — ( 24,344 ) — 85,210

Purchases of property and equipment 21,496 584 — — — 22,080

As of September 30, 2024 $ 674,896 $ 261,081 $ 1,971,503 $ 148,378 $ ( 18 ) $ 3,055,840

Total Assets Expedited Freight Intermodal Omni Logistics Corporate Consolidated

As of March 31, 2025 $ 688,846 $ 258,905 $ 1,733,307 $ 122,784 $ 2,803,842

As of December 31, 2024 691,369 257,323 1,726,088 127,861 2,802,641

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements