福沃运输 2025年季度报告

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period EndedMarch 31, 2025 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) 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 of1934 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 Yesx No¨ Large accelerated filer¨Accelerated filer x Non-accelerated filer¨Smaller reporting company☐Emerging growth company☐ any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Part I: Financial Information Item 1.Financial Statements (Unaudited) Condensed ConsolidatedFinancial StatementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and Procedures Forward Air CorporationCondensed Consolidated Statements of Operations and Comprehensive Loss Forward Air CorporationCondensed Consolidated Statements of Cash Flows(unaudited and in thousands) Forward Air CorporationNotes to Condensed Consolidated Financial Statements(unaudited and in thousands, except per share data) 1.Basis of Presentation Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements of the Company have been prepared in conformity with U.S. generally acceptedaccounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission(the “SEC”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, 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. Theguidance in this ASU expands the disclosure requirements for income taxes by requiring greater disaggregation of information in the incometax rate reconciliation and disaggregation of income taxes paid by jurisdiction. The guidance in this ASU is effective for all public entities for 2.Acquisitions Acquisition of Omni On January 25, 2024, (the “Closing”) the Company completed the acquisition of Omni Newco, LLC ("Omni" and the acquisition ofOmni, the "Omni Acquisition") pursuant to the Agreement and Plan of Merger, dated as of August 10, 2023 (the “Merger Agreement”, andamended by Amendment No. 1, dated as of January 22, 2024, the “Amended Merger Agreement”). Omni, headquartered near Dallas, Texas, isan asset-light, high-touch logistics and supply chain management company with customer relationships in high-growth end markets. Omnidelivers 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, througha series of transactions involving the Company’s direct and indirect subsidiaries (collectively, with the other transactions contemplated by theAmended Merger Agreement and the other Transaction Agreements referred to therein, the “Transactions”), the Company acquired Omni for acombination of (a) $100,499in cash (which includes pre-acquisition Omni costs of approximately $80million) and (b)14,015shares of theCompany’s outstanding common stock, on an as-converted and as-exchanged basis (the “Equity Consideration”) consisting of: (i)1,910shares Prior to the consummation of the Transactions, the Company completed a restructuring, pursuant to which, among other things, theCompany contributed all of its operating assets to Clue Opco LLC, a newly formed subsidiary of the Company (“Opco”). Opco has beenstructured as an umbrella partnership C corporation through which the existing direct and certain indirect equity holders of Omni (“OmniHolders”) hold a portion of the Equity Consideration in the form of units of Opco designated as “Class B Units” (“Opco Class B Units”) and Forward Air CorporationNotes to Condensed Consolidated Financial Statements(unaudited and in thousands, except per share data) At the Closing, the Company, Opco, Omni Holders and certain other parties entered into a tax receivable agreement (the “TaxReceivable Agreement”), which sets forth the agreement among the parties regarding the sharing of certain tax benefits realized by theCompany as a result of the Transactions. Pursuant to the Tax Receivable Agreement, the Company is generally obligated to pay certain OmniHolders83.5% of (a) the total tax benefit that the Company realizes as a result of increases in tax basis in Opco’s assets resulting from certainactual or deemed distributions and the future exchange of units of Opco for securities of the Co