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Financial Services

Forward Air Corporation

04/21/2025 | Press release | Distributed by Public on 04/21/2025 05:59

Business/Financial Results (Form 8-K)

Item 2.02. Results of Operations and Financial Condition.

On April 9, 2025, Forward Air Corporation (the "Company") announced certain preliminary financial results for the three months ended March 31, 2025. Following the April 9, 2025 press release, the Company has had additional time with respect to its quarter-end closing process, and as a result, is updating and providing additional information regarding certain of its preliminary results as described below.

For the three months ended March 31, 2025, preliminary operating revenue is now estimated to be between $611 million to $615 million, income from continuing operations is estimated to be between $2 million and $6 million and Consolidated EBITDA, a non-GAAP measure calculated pursuant to the Company's Senior Secured Term Loan Credit Agreement is estimated to be between $66 million to $70 million compared to the previous preliminary estimate of $54 million to $59 million.

The information furnished pursuant to Items 2.02 and 9.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the

Preliminary Results

The Company's actual operating results remain subject to the completion of its quarter-end closing process, which includes review by management and the audit committee. While carrying out such procedures, the Company may identify items that would require it to make adjustments to the preliminary estimates of its operating results set forth herein. As a result, the Company's actual operating results could be outside of the ranges set forth herein and such differences could be material. The preliminary estimates of the Company's financial results included herein have been prepared by, and are the responsibility of, management. The Company's independent registered public accountants have not audited, reviewed or performed any procedures with respect to such preliminary estimates of operating results. The information presented herein should not be considered a substitute for the financial information the Company files with the Securities and Exchange Commission in its Quarterly Report on Form 10-Q for the three months ended March 31, 2025. The Company has no intention or obligation to update the preliminary estimates of operating results set forth above prior to the release of its consolidated financial statements as of and for the three months ended March 31, 2025.

Non-GAAP Financial Measures

In this Form 8-K, the Company uses non-GAAP financial measures that are derived on the basis of methodologies other than in accordance with GAAP, including Consolidated EBITDA calculated in accordance with its credit agreement ("Consolidated EBITDA") estimated for the three months ended March 31, 2025. The Company believes that meaningful analysis of its financial performance requires an understanding of the factors underlying that performance, including an understanding of items that are non-operational. Management uses these non-GAAP financial measures in making financial, operating, compensation and planning decisions as well as evaluating the Company's performance.

All non-GAAP financial measures are presented on a continuing operations basis.

The Company believes Consolidated EBITDA provides investors with important information regarding its financial condition and compliance with its obligations under its credit agreement. The Company believes that meaningful analysis of its financial performance requires an understanding of the factors underlying that performance, including an understanding of items that are non-operational. Management uses this non-GAAP financial measures in making financial, operating, compensation and planning decisions as well as evaluating the Company's performance.

Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company's financial results prepared in accordance with GAAP. Non-GAAP financial information does not represent a comprehensive basis of accounting. As required by the Securities and Exchange Act of 1933 and the rules and regulations promulgated thereunder, the Company has included, for the periods indicated, a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure.

With respect to estimated Consolidated EBITDA for the three months ended March 31, 2025, please note that the Company is not providing a quantitative reconciliation because it is not available without unreasonable efforts. The Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation, or to quantify the probable significance of these items. The adjustments required for any such reconciliation of the Company's forward-looking non-GAAP financial measures cannot be accurately forecast by the Company, and therefore the reconciliation has been omitted.