Annual report [Section 13 and 15(d), not S-K Item 405]

Operations and Summary of Significant Accounting Policies (Tables)

v3.25.1
Operations and Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Schedule of Property and Equipment
Property and equipment as of December 31, 2024 and 2023 consisted of the following:
December 31, 2024 December 31, 2023
Land $ 26,517  $ 26,479 
Buildings and improvements 95,801  94,277 
Equipment 364,412  320,557 
Leasehold improvements 68,459  24,386 
Computer software 47,456  31,063 
Construction in progress 16,398  11,518 
Total property and equipment 619,043  508,280 
Less accumulated depreciation and amortization 292,855  250,185 
Total property and equipment, net $ 326,188  $ 258,095 
Schedule of Goodwill
Changes in the carrying amount of goodwill during the years ended December 31, 2024, 2023 and 2022 are summarized as follows:
Expedited Freight
Omni Logistics
 Intermodal Consolidated
Balance as of December 31, 2022 $ 121,091  $ —  $ 136,896  $ 257,987 
Acquisitions 20,629  —  —  20,629 
Acquisition adjustment —  —  90  90 
Balance as of December 31, 2023 $ 141,720  $ —  $ 136,986  $ 278,706 
Acquisition —  1,272,403  —  1,272,403 
Impairment —  (1,028,397) —  (1,028,397)
Balance as of December 31, 2024 $ 141,720  $ 244,006  $ 136,986  $ 522,712 
Schedule of Weighted-Average Useful Life of Acquired Intangible Assets The acquired intangible assets have a weighted-average useful life as follows:
Intangible Assets Weighted-Average Useful Life
Customer relationships 14 years
Non-compete agreements 4 years
Trade names 5 years
The estimated useful life of Omni acquired intangible assets as of the acquisition date are summarized in the following table:
Years
Customer relationships 14 years
Non-compete agreements 4 years
Trademarks and other
 5 years
Schedule of Finite-lived Intangible Assets Amortization Expense
Changes in the carrying amount of acquired intangible assets during 2024 and 2023 are summarized as follows:

Gross Carrying Amount
Customer Relationships1
Non-Compete Agreements Trade Names Total
Balance as of December 31, 2022 $ 218,669  $ 6,406  $ 1,500  $ 226,575 
Acquisition 35,200  —  —  35,200 
Acquisition adjustment 45  1  —  46 
Balance as of December 31, 2023 $ 253,914  $ 6,407  $ 1,500  $ 261,821 
Acquisition 903,800  23,400  23,100  950,300 
Balance as of December 31, 2024 $ 1,157,714  $ 29,807  $ 24,600  $ 1,212,121 


Accumulated Amortization
Customer Relationships Non-Compete Agreements Trade Names Total
Balance as of December 31, 2022 $ 103,604  $ 5,889  $ 1,500  $ 110,993 
Amortization expense 15,389  650  —  16,039 
Balance as of December 31, 2023 $ 118,993  $ 6,539  $ 1,500  $ 127,032 
Amortization expense 74,926  6,712  4,235  85,873 
Balance as of December 31, 2024 $ 193,919  $ 13,251  $ 5,735  $ 212,905 
1 Carrying value as of December 31, 2024, 2023 and 2022 is inclusive of $16,501 of accumulated impairment.
Schedule of Accrued Expenses
Accrued expenses as of December 31, 2024 and 2023 consisted of the following:
December 31, 2024 December 31, 2023
Accrued payroll and related items $ 54,313  $ 15,267 
Insurance and claims accruals 23,021  19,566 
Payables to Leased Capacity Providers 11,493  10,663 
Accrued interest payable
 31,009  17,452 
Accrued expenses $ 119,836  $ 62,948 

Schedule of Other Current Liabilities
Other current liabilities as of December 31, 2024 and 2023 consisted of the following:

December 31, 2024 December 31, 2023
Tax liabilities
 $ 5,946  $ 31,190 
Accrued legal and professional fees 11,041  34,721 
Deferred revenue
 9,899  — 
Accrued payables non-trade 18,262  5,816 
Other current liabilities $ 45,148  $ 71,727 
Schedule of Self-Insurance Loss Reserves Below is a summary of the Company’s risk retention on vehicle liability insurance coverage maintained by the Company through $10,000 (in thousands):
Company
Risk Retention		 Frequency Layer Policy Term
Expedited Freight
LTL business $ 5,000  Occurrence/Accident¹
$0 to $5,000
 10/1/2024 to 10/1/2025
Truckload business $ 5,000  Occurrence/Accident¹
$0 to $5,000
 10/1/2024 to 10/1/2025
LTL, Truckload and Intermodal businesses $ 5,000  Policy Term Aggregate²
$5,000 to $10,000
 10/1/2024 to 10/1/2025
Intermodal $ 1,000  Occurrence/Accident¹
$0 to $1,000
 10/1/2024 to 10/1/2025
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 Company Risk Retention before insurance will contribute.
Schedule of Net Income (Loss) per Share
A reconciliation of net income attributable to Forward Air and weighted-average common shares outstanding for purposes of calculating basic and diluted net income (loss) per share during the years ended December 31, 2024, 2023 and 2022 is as follows:
 
2024 2023 2022
Numerator:
Net income (loss) $ (1,131,228) $ 167,351  $ 193,191 
Less, net income (loss) from discontinued operations (6,387) 124,548  13,777 
Less, net loss attributable to noncontrolling interest (314,259) —  — 
Adjustments to net (loss) attributable to the Company
 26,552  —  — 
Net (loss) income attributable to common shareholders $ (837,134) $ 42,803  $ 179,414 
Income allocated to participating securities from continuing operations —  (220) (993)
Income allocated to participating securities from discontinued operations —  (639) (77)
Income allocated to participating securities —  (859) (1,070)
Numerator for basic and diluted net (loss) income per share for continuing operations $ (837,134) $ 42,583  $ 178,421 
Numerator for basic and diluted net (loss) income per share for discontinued operations $ (6,387) $ 123,909  $ 13,700 
Denominator:
Denominator for basic net income per share - weighted-average number of common shares outstanding 27,540  25,913  26,783 
Dilutive effect of stock awards —  90  143 
Denominator for diluted net income per share - weighted-average number of common shares and common share equivalents outstanding 27,540  26,003  26,926 
Basic net income (loss) per share:
    Continuing operations $ (30.40) $ 1.64  $ 6.66 
    Discontinued operations (0.23) 4.78  0.51 
Net income per basic share $ (30.63) $ 6.42  $ 7.17 
Diluted net income (loss) per share:
    Continuing operations $ (30.40) $ 1.64  $ 6.63 
    Discontinued operations (0.23) 4.77  0.51 
Net income per diluted share1
$ (30.63) $ 6.40  $ 7.14 
1 Rounding may impact summation of amounts.
Schedule of Anti-Dilutive Shares Not Included in Calculation of Net Income per Diluted Share
The number of shares that were not included in the calculation of net income (loss) per diluted share because to do so would have been anti-dilutive for the years ended December 31, 2024, 2023 and 2022 are as follows:
2024 2023 2022
Anti-dilutive stock options 280  112  57 
Anti-dilutive performance shares 5  18  13 
Anti-dilutive restricted shares and deferred stock units 154  67  2 
Total anti-dilutive shares 439  197  72