fwrd-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-22490

FORWARD AIR CORPORATION

(Exact name of registrant as specified in its charter)

Tennessee

62-1120025

(State or other jurisdiction of incorporation)

(I.R.S. Employer Identification No.)

1915 Snapps Ferry Road

Building N

Greeneville

37745

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (423) 636-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

FWRD

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

The number of shares outstanding of the registrant’s common stock, $0.01 par value, as of May 2, 2025 was 30,423,221.


Table of Contents
Forward Air Corporation

		Page
		Number
	Part I: Financial Information

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Financial Statements	3











Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30

Item 4.	Controls and Procedures	30

	Part II: Other Information

Item 1.	Legal Proceedings	31


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3.	Defaults Upon Senior Securities	33

Item 4.	Mine Safety Disclosures	33

Item 5.	Other Information	33

Item 6.	Exhibits	34

Signatures		35

Table of Contents


Part I.			Financial Information

Item 1.			Financial Statements (Unaudited).


Forward Air Corporation
Condensed Consolidated Balance Sheets
(unaudited and in thousands, except share and per share amounts)

	March 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	116,311	$	104,903
Restricted cash and restricted cash equivalents	363		363
Accounts receivable, less allowance of $3,264 in 2025 and $3,269 in 2024	336,398		322,291

Prepaid expenses	29,398		29,053
Other current assets	10,895		15,890

Total current assets	493,365		472,500


Property and equipment, net of accumulated depreciation and amortization of $302,998 in 2025 and $292,855 in 2024	331,208		326,188
Operating lease right-of-use assets	408,642		410,084

Goodwill	522,712		522,712
Other acquired intangibles, net of accumulated amortization of $235,999 in 2025 and $212,905 in 2024	976,122		999,216
Other long term assets	71,793		71,941

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

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	111,510	$	105,692
Accrued expenses	143,533		119,836
Other current liabilities	68,197		45,148
Current portion of debt and finance lease obligations	17,446		16,930
Current portion of operating lease liabilities	97,578		96,440

Total current liabilities	438,264		384,046

Finance lease obligations, less current portion	34,332		30,858
Long-term debt, less current portion	1,678,647		1,675,930

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
Deferred income taxes	35,177		38,169


Shareholders' equity:
Preferred stock, $0.01 par value: Authorized shares - 5,000,000; no shares issued or outstanding in 2025 and 2024	—		—
Preferred stock, Class B, $0.01 par value: Authorized shares - 15,000; issued and outstanding shares - 9,511 in 2025 and 10,088 in 2024	—		—

Common stock, $0.01 par value: Authorized shares - 50,699,707; issued and outstanding shares - 30,413,067 in 2025 and 29,761,197 in 2024	304		298
Additional paid-in capital	546,556		542,392
Accumulated deficit	(389,759)		(338,230)
Accumulated other comprehensive loss	(2,467)		(2,732)
Total Forward Air shareholders' equity	154,634		201,728
Noncontrolling interest	72,372		84,140
Total shareholders' equity	227,006		285,868
Total liabilities and shareholders' equity	$	2,803,842	$	2,802,641

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

Table of Contents


Forward Air Corporation
Condensed Consolidated Statements of Operations and Comprehensive Loss
(unaudited and in thousands, except per share amounts)

	Three Months Ended
	March 31, 2025		March 31, 2024
Operating revenue	$	613,281	$	541,813

Operating expenses:
Purchased transportation	304,262		277,015
Salaries, wages and employee benefits	141,915		128,867
Operating leases	48,792		38,803
Depreciation and amortization	37,360		31,786
Insurance and claims	15,007		12,881
Fuel expense	5,649		5,246
Other operating expenses	55,533		112,947

Total operating expenses	608,518		607,545
Income (loss) from operations	4,763		(65,732)

Other income and expenses:
Interest expense, net	(45,547)		(40,753)
Foreign exchange loss	(922)		(668)
Other income, net	104		9
Total other expense	(46,365)		(41,412)
Net loss before income taxes	(41,602)		(107,144)
Income tax (benefit) expense	19,589		(18,350)


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


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)











Net loss	$	(61,191)	$	(88,794)
Other comprehensive income (loss):
Foreign currency translation adjustments	265		(151)
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.

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Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(unaudited and in thousands)

	Three Months Ended
	March 31, 2025		March 31, 2024

Operating activities:
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


Share-based compensation expense	2,958		1,567
Provision for revenue adjustments	647		1,038
Deferred income tax expense (benefit)	(2,792)		2,945
Other	3,799		4,169
Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses:
Accounts receivable	(21,145)		(20,495)
Other receivables	(434)		5,367
Other current and noncurrent assets	767		(7,104)
Accounts payable and accrued expenses	67,646		17,802
Net cash provided by (used in) operating activities	27,615		(51,719)
Investing activities:
Proceeds from sale of property and equipment	691		849
Purchases of property and equipment	(11,906)		(4,970)
Purchase of a business, net of cash acquired	—		(1,565,242)
Other	(24)		(89)
Net cash used in investing activities	(11,239)		(1,569,452)
Financing activities:
Repayments of finance lease obligations	(4,431)		(4,562)
Proceeds from credit facility	25,000		—
Payments on credit facility	(25,000)		(80,000)
Payment of debt issuance costs	—		(60,591)
Payment of earn-out liability	—		(12,247)




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

Net cash used in financing activities	(5,325)		(158,726)
Effect of exchange rate changes on cash	357		94




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

Table of Contents




Forward Air Corporation
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:
Cash and cash equivalents	$	116,311	$	152,042
Restricted cash and restricted cash equivalents	363		20,228

Total cash, cash equivalents, restricted cash and restricted cash equivalents shown in the statement of cash flow:	$	116,674	$	172,270

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

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Forward Air Corporation
Condensed Consolidated Statements of Shareholders' Equity
(unaudited and in thousands)

	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' Equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2024	29,761	$	298	10	$	—	—	$	—	$	542,390	$	(2,732)	$	(338,228)	$	84,140	$	285,868
Net loss	—	—		—	—		—	—		—		—		(50,637)		(10,554)		(61,191)
Foreign currency translation adjustments	—	—		—	—		—	—		—		265		—		—		265
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' Equity
	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)
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)	—		—	—		—	—		—		—

SEC Form 10-Q filed by Forward Air Corporation