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Business Wire
6 days ago
- Business
- Business Wire
Forward Air Corporation Reports Second Quarter 2025 Results
GREENEVILLE, Tenn.--(BUSINESS WIRE)--Forward Air Corporation (NASDAQ:FWRD) (the 'Company', 'we', 'our', or 'us') today reported financial results for the three months ended June 30, 2025, as presented in the tables below. 'We posted yet another solid quarter; even in this challenging environment, our team continues to deliver,' said Shawn Stewart, Chief Executive Officer. 'Operationally, we remained focused on the customer and executed well in our linehaul and terminal operations. By tightly managing costs and improving most of our operating KPIs, we have improved margins in our Expedited Freight segment. Sequentially, on a consolidated basis second quarter income from operations increased by $15 million to $20 million and Consolidated EBITDA increased by $5 million to $74 million compared to the first quarter of the year. Our team has done an exceptional job managing through a very challenging freight recession, and given our expense management discipline and operational improvements, I believe that we are equally well positioned to improve both EBITDA and cash flow from operations once the freight environment normalizes. It takes a lot of discipline, but we are not focused on the next three months or even the next three quarters, but the next three plus years. 'At the Expedited Freight segment, we are seeing the benefits from maintaining rigorous cost controls and addressing pricing actions to more closely align with the quality of service we provide. Following corrective pricing actions completed in February of this year, the second quarter revenue per hundredweight, excluding fuel surcharge, increased sequentially for the second consecutive quarter. The improvements contributed to the highest reported EBITDA margin at the Expedited Freight segment since the fourth quarter of 2023. The Expedited Freight segment encompasses one of the largest expedited LTL networks in North America and is a recognized industry leader in time-critical, high-value freight. We believe our commitment to service excellence is key to sustainable growth and long-term profitability,' concluded Stewart. Jamie Pierson, Chief Financial Officer added, 'We reported consolidated revenue of $619 million in the second quarter 2025 compared to $644 million in the second quarter of 2024. Sequentially, consolidated revenue increased by $6 million compared to $613 million in the first quarter of this year. Income from operations improved to $20 million in the second quarter compared to a loss from operations of $3 million, excluding an impairment of goodwill, a year ago. On a sequential basis, that same $20 million income from operations improved by $15 million compared to $5 million reported in the first quarter 2025. 'For the second quarter, Consolidated EBITDA ("Consolidated EBITDA"), a non-GAAP measure calculated pursuant to our Senior Secured Term Loan Credit Agreement (the "Credit Agreement"), was $74 million. Correspondingly, the last twelve months Consolidated EBITDA as of June 30, 2025, was $298 million. 'Liquidity at the end of the second quarter was $368 million compared to $393 million at the end of the first quarter 2025. The $25 million decrease during the quarter includes the $34 million semi-annual interest on the Senior Secured Notes paid every April and October. Year-to-date through June 30, cash provided by operating activities is $14 million which is a $111 million improvement compared to the $97 million used by operations in the first half of 2024,' concluded Pierson. Review of Financial Results Forward will hold a conference call to discuss second quarter 2025 results on Monday, August 11, 2025 at 4:30 p.m. ET. The Company's conference call will be available online on the Investor Relations portion of the Company's website at or by dialing (800) 267-6316, Access Code: FWRDQ225. A replay of the conference call will be available on the Investor Relations portion of the Company's website at which we use as a primary mechanism to communicate with our investors. Investors are urged to monitor the Investor Relations portion of the Company's website to easily find or navigate to current and pertinent information about us. About Forward Air Corporation Forward is a leading asset-light provider of transportation services across the United States, Canada and Mexico. We provide expedited less-than-truckload services, including local pick-up and delivery, shipment consolidation/deconsolidation, warehousing, and customs brokerage by utilizing a comprehensive national network of terminals. In addition, we offer truckload brokerage services, including dedicated fleet services, and intermodal, first- and last-mile, high-value drayage services, both to and from seaports and railheads, dedicated contract and Container Freight Station warehouse and handling services. Forward also operates a full portfolio of multimodal solutions, both domestically and internationally, via Omni Logistics. Omni Logistics is a global provider of air, ocean and ground services for mission-critical freight. We are more than a transportation company. Forward is a single resource for your shipping needs. For more information, visit our website at Expedited Freight Segment Information (In thousands) (Unaudited) Three Months Ended June 30, 2025 Percent of Revenue June 30, 2024 Percent of Revenue Change Percent Change Operating revenues: Network 1 $ 193,829 75.2 % $ 223,334 76.7 % $ (29,505 ) (13.2 )% Truckload 42,636 16.5 44,678 15.3 (2,042 ) (4.6 ) Other 21,231 8.3 23,270 8.0 (2,039 ) (8.8 ) Total operating revenues 257,696 100.0 291,282 100.0 (33,586 ) (11.5 ) Operating expenses: Purchased transportation 124,448 48.3 142,512 48.9 (18,064 ) (12.7 ) Salaries, wages and employee benefits 53,938 20.9 63,845 21.9 (9,907 ) (15.5 ) Operating leases 17,355 6.7 14,730 5.1 2,625 17.8 Depreciation and amortization 10,357 4.0 10,692 3.7 (335 ) (3.1 ) Insurance and claims 10,693 4.1 10,969 3.8 (276 ) (2.5 ) Fuel expense 2,518 1.0 2,434 0.8 84 3.5 Other operating expenses 18,892 7.4 24,154 8.3 (5,262 ) (21.8 ) Total operating expenses 238,201 92.4 269,336 92.5 (31,135 ) (11.6 ) Income from operations $ 19,495 7.6 % $ 21,946 7.5 % $ (2,451 ) (11.2 )% 1 Network revenue is comprised of all revenue, including linehaul, pickup and/or delivery, and fuel surcharge revenue, excluding accessorial and Truckload revenue. Expand Omni Logistics Segment Information (In thousands) (Unaudited) Three Months Ended Operating revenue $ 328,316 100.0 % 311,856 100.0 % 16,460 5.3 % Operating expenses: Purchased transportation 185,040 56.4 178,674 57.3 6,366 3.6 Salaries, wages and employee benefits 61,584 18.8 57,536 18.4 4,048 7.0 Operating leases 25,686 7.8 26,751 8.6 (1,065 ) (4.0 ) Depreciation and amortization 22,419 6.8 33,235 10.7 (10,816 ) (32.5 ) Insurance and claims 1,248 0.4 2,845 0.9 (1,597 ) (56.1 ) Fuel expense 888 0.3 1,182 0.4 (294 ) (24.9 ) Other operating expenses 24,265 7.4 24,790 7.9 (525 ) (2.1 ) Impairment of goodwill — — 1,092,714 350.4 (1,092,714 ) (100.0 ) Total operating expenses 321,130 97.8 1,417,727 454.6 (1,096,597 ) (77.3 ) Income (loss) from operations 7,186 2.2 % (1,105,871 ) (354.6 )% 1,113,057 100.6 % Expand Intermodal Segment Information (In thousands) (Unaudited) Three Months Ended Operating revenue $ 59,146 100.0 % $ 59,299 100.0 % $ (153 ) (0.3 )% Operating expenses: Purchased transportation 20,049 33.9 19,173 32.3 876 4.6 Salaries, wages and employee benefits 15,385 26.0 14,899 25.1 486 3.3 Operating leases 5,336 9.0 4,776 8.1 560 11.7 Depreciation and amortization 4,502 7.6 4,712 7.9 (210 ) (4.5 ) Insurance and claims 3,147 5.3 2,619 4.4 528 20.2 Fuel expense 1,857 3.1 2,243 3.8 (386 ) (17.2 ) Other operating expenses 4,455 7.6 5,560 9.4 (1,105 ) (19.9 ) Total operating expenses 54,731 92.5 53,982 91.0 749 1.4 Income from operations $ 4,415 7.5 % $ 5,317 9.0 % $ (902 ) (17.0 )% Expand Intermodal Operating Statistics Three Months Ended June 30, 2025 June 30, 2024 Percent Change Drayage shipments 62,313 64,877 (4.0 )% Drayage revenue per shipment $ 862 $ 826 4.4 % Expand Forward Air Corporation Condensed Consolidated Balance Sheets (In thousands) (Unaudited) December 31, 2024 Assets Current assets: Cash and cash equivalents $ 95,128 $ 104,903 Restricted cash and restricted cash equivalents 179 363 Accounts receivable, net 335,716 322,291 Prepaid expenses 33,182 29,053 Other current assets 10,402 15,890 Total current assets 474,607 472,500 Property and equipment, net of accumulated depreciation and amortization of $305,267 in 2025 and $292,855 in 2024 321,329 326,188 Operating lease right-of-use assets 419,531 410,084 Goodwill 522,712 522,712 Other acquired intangibles, net of accumulated amortization of $259,154 in 2025 and $212,905 in 2024 952,967 999,216 Other long term assets 70,089 71,941 Total assets $ 2,761,235 $ 2,802,641 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 115,123 $ 105,692 Accrued expenses 115,605 119,836 Other current liabilities 48,072 45,148 Current portion of debt and finance lease obligations 16,877 16,930 Current portion of operating lease liabilities 101,008 96,440 Total current liabilities 396,685 384,046 Finance lease obligations, less current portion 29,191 30,858 Long-term debt, less current portion 1,681,468 1,675,930 Liabilities under tax receivable agreement 20,158 13,295 Operating lease liabilities, less current portion 334,318 325,640 Other long-term liabilities 49,725 48,835 Deferred income taxes 33,449 38,169 Shareholders' equity: Preferred stock — — Common stock 306 298 Additional paid-in capital 551,845 542,392 Accumulated deficit (402,451 ) (338,230 ) Accumulated other comprehensive (loss) income 2,094 (2,732 ) Total Forward Air shareholders' equity 151,794 201,728 Noncontrolling interest 64,447 84,140 Total shareholders' equity 216,241 285,868 Total liabilities and shareholders' equity $ 2,761,235 $ 2,802,641 Expand Forward Air Corporation Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) Three Months Ended June 30, 2025 June 30, 2024 Operating activities: Net loss from continuing operations $ (20,364 ) $ (966,471 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 36,806 48,639 Impairment of goodwill — 1,092,714 Share-based compensation expense 4,711 3,620 Provision for revenue adjustments 990 1,121 Deferred income tax benefit (1,933 ) (166,549 ) Other 10,673 2,300 Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses: Accounts receivable 4,200 (21,770 ) Other receivables 743 164 Other current and noncurrent assets 8,952 (49,528 ) Accounts payable and accrued expenses (57,995 ) 10,560 Net cash provided by (used in) operating activities of continuing operations (13,217 ) (45,200 ) Investing activities: Proceeds from sale of property and equipment 804 557 Purchases of property and equipment (4,744 ) (14,426 ) Other 55 (85 ) Net cash used in investing activities of continuing operations (3,885 ) (13,954 ) Financing activities: Repayments of finance lease obligations (4,945 ) (4,567 ) Proceeds from credit facility 60,000 — Payments on credit facility (60,000 ) — Proceeds from common stock issued under employee stock purchase plan 434 369 Payment of minimum tax withholdings on share-based awards (107 ) (33 ) Net cash used in financing activities of continuing operations (4,618 ) (4,231 ) Effect of exchange rate changes on cash 353 646 Net decrease in cash and cash equivalents and restricted cash and restricted cash equivalents from continuing operations (21,367 ) (62,739 ) Cash from discontinued operations: Net cash used in operating activities of discontinued operations — (4,876 ) Net decrease in cash and cash equivalents, and restricted cash and restricted cash equivalents (21,367 ) (67,615 ) Expand Forward Air Corporation Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) Six Months Ended June 30, 2025 June 30, 2024 Operating activities: Net loss from continuing operations $ (81,555 ) $ (1,055,265 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 74,166 80,425 Impairment of goodwill — 1,092,714 Share-based compensation expense 7,669 5,187 Provision for revenue adjustments 1,637 2,159 Deferred income tax benefit (4,725 ) (163,604 ) Other 14,472 6,469 Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses: Accounts receivable (16,945 ) (42,265 ) Other receivables 309 5,531 Other current and noncurrent assets 9,719 (56,637 ) Accounts payable and accrued expenses 9,651 28,362 Net cash provided by (used in) operating activities of continuing operations 14,398 (96,924 ) Investing activities: Proceeds from sale of property and equipment 1,495 1,406 Purchases of property and equipment (16,650 ) (19,396 ) Purchase of a business, net of cash acquired — (1,565,242 ) Other 31 (174 ) Net cash used in investing activities of continuing operations (15,124 ) (1,583,406 ) Financing activities: Repayments of finance lease obligations (9,376 ) (9,127 ) Proceeds from credit facility 85,000 — Payments on credit facility (85,000 ) (80,000 ) Payment of debt issuance costs — (60,591 ) Payment of earn-out liability — (12,247 ) Proceeds from common stock issued under employee stock purchase plan 434 369 Payment of minimum tax withholdings on share-based awards (1,001 ) (1,361 ) Net cash used in financing activities of continuing operations (9,943 ) (162,957 ) Effect of exchange rate changes on cash 710 745 Net decrease in cash and cash equivalents, and restricted cash and restricted cash equivalents from continuing operations (9,959 ) (1,842,542 ) Cash from discontinued operation: Net cash used in operating activities of discontinued operation — (4,876 ) Net decrease in cash and cash equivalents, and restricted cash and restricted cash equivalents (9,959 ) (1,847,418 ) Cash and cash equivalents and restricted cash and restricted cash equivalents at beginning of period 105,266 1,952,073 Cash and cash equivalents, and restricted cash and restricted cash equivalents at end of period $ 95,307 $ 104,655 Expand Forward Air Corporation Reconciliation of Non-GAAP Financial Measures In this press release, the Company includes financial measures that are derived on the basis of methodologies other than in accordance with accounting principles generally accepted in the United States (GAAP). The Company believes that meaningful analysis of its financial performance requires an understanding of the factors underlying that performance, including an understanding of items that are non-operational. Management uses these non-GAAP financial measures in making financial, operating, compensation and planning decisions as well as evaluating the Company's performance. For the three and six months ended June 30, 2025 and 2024, this press release contains the following non-GAAP financial measures: earnings before interest, taxes, depreciation and amortization ('EBITDA'), and free cash flow. All non-GAAP financial measures are presented on a continuing operations basis. The Company believes that EBITDA improves comparability from period to period by removing the impact of its capital structure (interest and financing expenses), asset base (depreciation and amortization) and tax impacts. The Company believes that free cash flow is an important measure of its ability to repay maturing debt or fund other uses of capital that it believes will enhance shareholder value. The Company is also providing Consolidated EBITDA calculated in accordance with our credit agreement as we believe it provides investors with important information regarding our financial condition and compliance with our obligations under our credit agreement. Non-GAAP financial measures should be viewed in addition to, and not as an alternative to or substitute for, the Company's financial results prepared in accordance with GAAP. The Company has included, for the periods indicated, a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure. Investors and other readers are encouraged to review the related U.S. GAAP financial measures and the reconciliations of the non-GAAP measures to their most directly comparable U.S. GAAP measures set forth below. With respect to the 2025 Consolidated EBITDA guidance, please note that the Company is not providing a quantitative reconciliation of Consolidated EBITDA to Net Income because it is not available without unreasonable efforts. The Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation, or to quantify the probable significance of these items. The adjustments required for any such reconciliation of the Company's forward-looking non-GAAP financial measures cannot be accurately forecast by the Company, and therefore the reconciliation has been omitted. The following is a reconciliation of net income to Consolidated EBITDA for the three and six months ended June 30, 2025 and 2024 (in thousands): The following is a reconciliation of net cash provided by operating activities to free cash flow for the three and six months ended June 30, 2025 and 2024 (in thousands): Note Regarding Forward-Looking Statements This press release contains 'forward-looking statements' within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: 'anticipate,' 'intend,' 'plan,' 'goal,' 'seek,' 'believe,' 'project,' 'estimate,' 'expect,' 'strategy,' 'future,' 'likely,' 'may,' 'should,' 'will' and similar references to future periods. Forward-looking statements included in this press release relate to expectations regarding the Company's long-term growth; ability to achieve and accelerate synergy capture and eliminate costs from our structure; expectations regarding the Company's expedited freight business; ability to achieve the intended benefits of the acquisition of Omni Logistics, including any revenue and cost synergies; the Company's expectations regarding the Company's financial performance, including Consolidated EBITDA, and the impact it may have on the business and results of operations; the Company's beliefs regarding the key drivers of sustainable growth and long-term profitability and expectations regarding the Company's revenue growth strategies, including with respect to operational efficiency and cost control. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. The following is a list of factors, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements: economic factors such as tariffs, recessions, inflation, higher interest rates and downturns in customer business cycles, the Company's ability to achieve the expected strategic, financial and other benefits of the acquisition of Omni Logistics, including the realization of expected synergies and the achievement of deleveraging targets within the expected timeframes or at all, the risk that the businesses will not be integrated successfully or that integration may be more difficult, time-consuming or costly than expected, the risk that operating costs, customer loss, management and employee retention and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) as a result of the acquisition of Omni Logistics may be greater than expected, continued weakening of the freight environment, future debt and financing levels, our ability to deleverage, including, without limitation, through capital allocation or divestitures of non-core businesses, our ability to secure terminal facilities in desirable locations at reasonable rates, more limited liquidity than expected which limits our ability to make key investments, the creditworthiness of our customers and their ability to pay for services rendered, our inability to maintain our historical growth rate because of a decreased volume of freight or decreased average revenue per pound of freight moving through our network, the availability and compensation of qualified Leased Capacity Providers and freight handlers as well as contracted, third-party carriers needed to serve our customers' transportation needs, our inability to manage our information systems and inability of our information systems to handle an increased volume of freight moving through our network, the occurrence of cybersecurity risks and events, market acceptance of our service offerings, claims for property damage, personal injuries or workers' compensation, enforcement of and changes in governmental regulations, environmental, tax, insurance and accounting matters, the handling of hazardous materials, changes in fuel prices, loss of a major customer, increasing competition, and pricing pressure, our dependence on our senior management team and the potential effects of changes in employee status, seasonal trends, the occurrence of certain weather events, restrictions in our charter and bylaws and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2024, and as may be identified in our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We caution readers that any forward-looking statement made by us in this press release is based only on information currently available to us and they should not place undue reliance on these forward-looking statements, which reflect management's opinion as of the date on which it is made. We undertake no obligation to publicly update any forward- looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise unless required by law.
Yahoo
09-04-2025
- Business
- Yahoo
Forward Air Corporation Provides Select First Quarter 2025 Updates
Expects Stronger Liquidity on Sequential Basis Estimates 1Q25 Consolidated EBITDA to Be Between $54 Million to $59 Million Estimates That Between 10% to 15% of 2024 Revenues Would Have Been Impacted by Recently Announced Tariffs GREENEVILLE, Tenn., April 09, 2025--(BUSINESS WIRE)--Forward Air Corporation (NASDAQ:FWRD) (the "Company", "Forward Air", "we", "our", or "us") today reported preliminary financial results for the three months ended March 31, 2025 and an estimate of revenue from shipments that may be impacted by the tariffs under the International Emergency Economic Powers Act ("IEEPA") order announced on April 2, 2025. For the three months ended March 31, 2025, preliminary Consolidated EBITDA, a non-GAAP measure calculated pursuant to the Company's Senior Secured Term Loan Credit Agreement (the "Credit Agreement"), is estimated to be between $54 million and $59 million. Liquidity at the end of the first quarter 2025 is expected to increase by approximately $10 million to $392 million compared to $382 million at the end of the fourth quarter 2024. Liquidity includes cash and cash equivalents and availability under the Credit Agreement. After reviewing the preliminary IEEPA details, the Company currently estimates that between 10 percent and 15 percent of its revenue in 2024 would have been from shipments directly transported under its control from the countries potentially impacted by the evolving landscape around the tariff increases announced on April 2, 2025. The Company is unable to estimate the potential tariff impact to shipments handled prior to being transported under our control, including in our Intermodal segment. First Quarter Earnings Release and Conference Call The Company will release its first quarter 2025 earnings after the market closes on Wednesday, May 7, 2025, and hold a conference call to discuss those results at 4:30 p.m. ET. The Company's conference call will be available online on the Investor Relations portion of the Company's website at or by dialing (800) 267-6316, Access Code: FWRDQ125. A conference call replay will be available on the Investor Relations portion of the Company's website at shortly after the call is completed. About Forward Air Corporation Forward Air is a leading asset-light provider of transportation services across the United States, Canada and Mexico. We provide expedited less-than-truckload services, including local pick-up and delivery, shipment consolidation/deconsolidation, warehousing, and customs brokerage by utilizing a comprehensive national network of terminals. In addition, we offer truckload brokerage services, including dedicated fleet services, and intermodal, first- and last-mile, high-value drayage services, both to and from seaports and railheads, dedicated contract and Container Freight Station warehouse and handling services. Forward also operates a full portfolio of multimodal solutions, both domestically and internationally, via Omni Logistics. Omni Logistics is a global provider of air, ocean and ground services for mission-critical freight. We are more than a transportation company. Forward is a single resource for your shipping needs. For more information, visit our website at Preliminary Results The Company's actual operating results remain subject to the completion of our quarter-end closing process, which includes review by management and our 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 SEC 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. Forward Air Corporation Reconciliation of Non-GAAP Financial Measures In this press release, the Company uses non-GAAP financial measures that are derived on the basis of methodologies other than in accordance with GAAP, including Consolidated EBITDA calculated in accordance with our 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 our financial condition and compliance with our obligations under our 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. Note Regarding Forward-Looking Statements This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Forward-looking statements included in this press release relate to the Company's expectations regarding the Company's financial performance, including Consolidated EBITDA, and liquidity, the Company's expectations regarding the impact of the tariffs under the IEEPA and the impact the foregoing may have on the Company's business, including the Company's Intermodal segment and the Company's results of operations. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. The following is a list of factors, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements: economic factors such as recently imposed tariffs and potential escalation from trading partners, the risks associated with the uncertainty surrounding trade policy, including the extent to which increased tariffs will affect the Company's operations and strategic plan; risks associated with the Company's limited visibility to the impact of tariffs on third-party shipments; the timing of our review of any strategic alternatives; whether we will be able to identify or develop any strategic alternatives to our strategic plan as a standalone company; our ability to execute on material aspects of any strategic alternatives that are identified and pursued; whether we can achieve the potential benefits of any strategic alternatives or our strategic plan as a standalone company; recessions, trade policy, inflation, higher interest rates and downturns in customer business cycles; the Company's ability to achieve the expected strategic, financial and other benefits of the acquisition of Omni Logistics; the risk that the businesses will not be integrated successfully or that integration may be more difficult, time-consuming or costly than expected; the risk that operating costs, customer loss, management and employee retention and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) as a result of the acquisition of Omni Logistics may be greater than expected; continued weakening of the freight environment; future debt and financing levels; our ability to deleverage, including, without limitation, through capital allocation or divestitures of non-core businesses; our ability to secure terminal facilities in desirable locations at reasonable rates; more limited liquidity than expected which limits our ability to make key investments; the creditworthiness of our customers and their ability to pay for services rendered; our inability to maintain our historical growth rate because of a decreased volume of freight or decreased average revenue per pound of freight moving through our network; the availability and compensation of qualified Leased Capacity Providers and freight handlers as well as contracted, third-party carriers needed to serve our customers' transportation needs; our inability to manage our information systems and inability of our information systems to handle an increased volume of freight moving through our network; the occurrence of cybersecurity risks and events, market acceptance of our service offerings, claims for property damage, personal injuries or workers' compensation; enforcement of and changes in governmental regulations, environmental, tax, insurance and accounting matters, the handling of hazardous materials, changes in fuel prices, loss of a major customer, increasing competition, and pricing pressure; our dependence on our senior management team and the potential effects of changes in employee status, seasonal trends, the occurrence of certain weather events; restrictions in our charter and bylaws; and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2024, and as may be identified in our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We caution readers that any forward-looking statement made by us in this press release is based only on information currently available to us and they should not place undue reliance on these forward-looking statements, which reflect management's opinion as of the date on which it is made. We undertake no obligation to publicly update any forward- looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise unless required by law. View source version on Contacts Investors:Tony Carreñoinvestorrelations@ Media:Justin Moss(404) 362-8933jmoss@
