DALLAS--(BUSINESS WIRE)--Forward Air Corporation (NASDAQ: FWRD) (the "Company†or "Forward†) hosted the Fourth Annual Drive for Hope Golf Tournament September 29-30 at Chateau Elan Winery & Resort in Braselton, GA. Through its philanthropic platform, Operation Forward Freedom, the Company raised $526,000 to benefit Hope For The Warriors. Hope For The Warriors (HOPE) is a national, non- profit organization founded by military families to support Veterans and their families. Forward Air has pa. ...

Group 1 - Forward Air Corporation (FWRD) shares have increased by over threefold since April, with significant gains occurring during the summer [1] - The surge in stock price is attributed to the company's response to shareholder activist pressure by putting itself up for sale [1]

Core Insights - Forward Air (FWRD) reported revenue of $618.84 million for the quarter ended June 2025, a decrease of 3.9% year-over-year, and an EPS of -$0.41 compared to -$23.29 in the same quarter last year [1] - The revenue fell short of the Zacks Consensus Estimate of $637.67 million, resulting in a surprise of -2.95%, while the EPS surprise was -141.18% against a consensus estimate of -$0.17 [1] Financial Performance Metrics - Operating Revenues from Expedited Freight were $257.7 million, below the two-analyst average estimate of $271.5 million, reflecting a year-over-year decline of 11.5% [4] - Operating Revenues from Eliminations and other operations reported at -$26.17 million, compared to the average estimate of -$20 million [4] - Operating Revenues from Omni Logistics were $328.32 million, slightly below the average estimate of $331.6 million, but showed a year-over-year increase of 5.3% [4] - Operating Revenues from Intermodal were $59.15 million, also below the average estimate of $64.3 million, with a year-over-year change of -0.3% [4] Stock Performance - Forward Air's shares have returned +10.5% over the past month, outperforming the Zacks S&P 500 composite's +2.7% change [3] - The stock currently holds a Zacks Rank 3 (Hold), indicating potential performance in line with the broader market in the near term [3]

Financial Performance - Forward Air reported a quarterly loss of $0.41 per share, which was worse than the Zacks Consensus Estimate of a loss of $0.17, and a significant decline from a loss of $23.29 per share a year ago [1] - The company posted revenues of $618.84 million for the quarter ended June 2025, missing the Zacks Consensus Estimate by 2.95% and down from $643.67 million year-over-year [2] - Over the last four quarters, Forward Air has surpassed consensus EPS estimates only once [2] Market Performance - Forward Air shares have declined approximately 6.2% since the beginning of the year, contrasting with the S&P 500's gain of 8.6% [3] - The current Zacks Rank for Forward Air is 3 (Hold), indicating that the shares are expected to perform in line with the market in the near future [6] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is -$0.10 on revenues of $669.37 million, and for the current fiscal year, it is -$1.37 on revenues of $2.59 billion [7] - The trend of estimate revisions for Forward Air was mixed ahead of the earnings release, which could change following the recent report [6] Industry Context - The Transportation - Truck industry, to which Forward Air belongs, is currently ranked in the bottom 11% of over 250 Zacks industries, indicating potential challenges ahead [8]

Financial Data and Key Metrics Changes - Consolidated revenue for Q2 2025 was reported at $619 million, a decrease of 3.9% from $644 million in the prior year, primarily due to a decline in the Expedited Freight segment [18][19] - Adjusted EBITDA for Q2 2025 was $74 million, reflecting an increase from $73 million in the same quarter last year, with an 11.9% margin compared to 11.3% a year ago [20][10] - Consolidated EBITDA was $74 million for Q2 2025, down from $89 million in the same quarter last year, resulting in a margin decrease from 13.8% [20][10] Business Line Data and Key Metrics Changes - Revenue in the Expedited Freight segment decreased by $34 million or 11.5% to $258 million, driven by a 12.7% decrease in tonnage per day [19][20] - The OmniLogistics segment saw revenue growth of $16 million to $328 million, attributed to increased demand in contract logistics [19][14] - The Intermodal segment's revenue remained flat at $59 million, with a 4.4% increase in revenue per shipment offset by a 4% decrease in the number of drayage shipments [20][14] Market Data and Key Metrics Changes - The logistics industry is currently experiencing a freight recession, with overall transportation volumes remaining muted due to macroeconomic uncertainties [15][28] - The company is focused on maintaining high service quality despite the soft market conditions, believing that this will drive future growth and profitability [12][24] Company Strategy and Development Direction - The company aims to transform into a world-class logistics organization by streamlining its global structure and focusing on customer service and operational excellence [15][28] - Management is committed to optimizing pricing and managing discretionary expenses to improve margins, particularly in the Expedited Freight segment [11][12] - The strategic alternative review is ongoing, with no immediate updates expected, but the company remains focused on delivering award-winning services [26][45] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to drive sustainable growth despite the uncertain macroeconomic landscape [28] - The company believes it is well-positioned to outgrow the market once the freight environment normalizes [15][16] - Management highlighted the importance of maintaining service quality as a key driver for future pricing and profitability [12][24] Other Important Information - The company reported $13 million in cash used by operations for Q2 2025, an improvement from $45 million used in the same quarter last year [21] - Total liquidity at the end of Q2 2025 was $368 million, down from $393 million in the previous quarter due to a semiannual interest payment [21] Q&A Session Summary Question: Update on Omni's commercial synergy efforts - Management noted the hiring of a new Chief Commercial Officer and emphasized the focus on synergy selling across product value streams [30][31] Question: Increased activity in strategic review - Management indicated ongoing interest in the company's assets but emphasized the value of the collective whole over individual parts [32][33] Question: Long-term earnings contribution and margin aspirations - Management discussed the potential for margin improvement in the truckload business and the importance of cost management [38][39] Question: Volume trends and GRI considerations - Management refrained from providing intra-quarter guidance but noted no significant changes as they entered Q3 [46][47] Question: Update on poorly priced freight - Management confirmed that pricing corrections have largely been completed, leading to improved segment profitability [71][73] Question: Portfolio reshaping and strategic focus - Management stated that while integration is complete, there may be one non-core asset considered for divestiture, but overall focus remains on the combined entity [78]

Financial Performance - Forward Air Corporation reported revenue of $619 million in 2Q25[35] - The company's Consolidated EBITDA for 2Q25 was $74 million, with a margin of 119%[37] - The company's LTM Net Leverage was 57x[39] - Expedited Freight segment revenue for 2Q25 was $258 million[48] with Reported EBITDA Margin of 116%[49] - Omni Logistics segment revenue for 2Q25 was $328 million[59] with Reported EBITDA Margin of 90%[60] - Intermodal segment revenue for 2Q25 was $59 million[63] with Reported EBITDA Margin of 151%[64] Liquidity and Debt - The company's liquidity stands at $368 million[38] - Operating cash flow improved by $40 million year-over-year in 2Q[73] - No long-term debt maturities until December 2030[83] Operational Highlights - Expedited Freight segment claims ratio is approximately 01%[55] - Over $100 million in annualized cost savings realized since closing the Omni acquisition[88]

Part I: Financial Information This section presents unaudited financial statements and management's analysis of financial condition and operations [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Forward Air Corporation's unaudited condensed consolidated financial statements and related notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20%E2%80%93%20June%2030%2C%202025%20and%20December%2031%2C%202024) This section provides a comparative overview of the company's financial position at two key dates Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | Percent Change | | :-------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | :------------- | | Total assets | $2,761,235 | $2,802,641 | $(41,406) | (1.5)% | | Total liabilities | $2,544,994 | $2,516,773 | $28,221 | 1.1% | | Total shareholders' equity | $216,241 | $285,868 | $(69,627) | (24.4)% | | Cash and cash equivalents | $95,128 | $104,903 | $(9,775) | (9.3)% | | Accounts receivable, net | $335,716 | $322,291 | $13,425 | 4.2% | | Long-term debt, less current portion | $1,681,468 | $1,675,930 | $5,538 | 0.3% | [Condensed Consolidated Statements of Comprehensive Loss (Three Months)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss%20-%20Three%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section details the company's financial performance for the three months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Comprehensive Loss (Three Months Ended June 30, in thousands) | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Change (in thousands) | Percent Change | | :------------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | :-------------------- | :------------- | | Operating revenue | $618,844 | $643,666 | $(24,822) | (3.9)% | | Total operating expenses | $599,322 | $1,739,421 | $(1,140,099) | (65.5)% | | Income (loss) from continuing operations | $19,522 | $(1,095,755) | $1,115,277 | 101.8% | | Net loss attributable to Forward Air | $(12,583) | $(645,433) | $632,850 | 98.1% | | Basic and diluted net loss per share | $(0.41) | $(23.47) | $23.06 | 98.2% | - The significant decrease in total operating expenses and improvement in income (loss) from continuing operations and net loss attributable to Forward Air for the three months ended June 30, 2025, compared to the same period in 2024, was primarily due to the absence of a **$1.09 billion goodwill impairment charge** incurred in the prior year period[14](index=14&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk) [Condensed Consolidated Statements of Comprehensive Loss (Six Months)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss%20-%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section details the company's financial performance for the six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Comprehensive Loss (Six Months Ended June 30, in thousands) | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | Change (in thousands) | Percent Change | | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | :-------------------- | :------------- | | Operating revenues | $1,232,125 | $1,185,479 | $46,646 | 3.9% | | Total operating expenses | $1,207,840 | $2,346,966 | $(1,139,126) | (48.5)% | | Income (loss) from continuing operations | $24,285 | $(1,161,487) | $1,185,772 | 102.1% | | Net loss attributable to Forward Air | $(63,220) | $(707,145) | $643,925 | 91.1% | | Basic and diluted loss per share | $(2.09) | $(27.71) | $25.62 | 92.4% | - Similar to the three-month period, the substantial improvement in operating expenses and net loss for the six months ended June 30, 2025, was primarily due to the absence of the **$1.09 billion goodwill impairment charge** recorded in the prior year[16](index=16&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20%E2%80%93%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section outlines the company's cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (Six Months Ended June 30, in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | Change (in thousands) | | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | :-------------------- | | Net cash provided by (used in) operating activities of continuing operations | $14,398 | $(96,924) | $111,322 | | Net cash used in investing activities of continuing operations | $(15,124) | $(1,583,406) | $1,568,282 | | Net cash used in financing activities of continuing operations | $(9,943) | $(162,957) | $153,014 | | Net decrease in cash and cash equivalents and restricted cash | $(9,959) | $(1,847,418) | $1,837,459 | | Cash and cash equivalents, and restricted cash at end of period | $95,307 | $104,655 | $(9,348) | - Net cash provided by operating activities significantly improved in 2025, primarily due to changes in net income after non-cash items and adjustments in accounts receivable and other assets/liabilities[177](index=177&type=chunk)[178](index=178&type=chunk)[179](index=179&type=chunk) - Investing activities saw a substantial decrease in cash used, mainly because the prior year included a large cash outflow for the Omni Acquisition[177](index=177&type=chunk)[178](index=178&type=chunk)[179](index=179&type=chunk) - Financing activities also used less cash in 2025 due to the absence of debt issuance costs and earn-out liability payments from the prior year[177](index=177&type=chunk)[178](index=178&type=chunk)[179](index=179&type=chunk) [Condensed Consolidated Statements of Shareholders' Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders'%20Equity%20%E2%80%93%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section presents changes in the company's equity components over the six-month period Condensed Consolidated Statements of Shareholders' Equity (Six Months Ended June 30, in thousands) | Shareholder Equity Component | Balance at Dec 31, 2024 (in thousands) | Balance at June 30, 2025 (in thousands) | Change (in thousands) | | :--------------------------- | :----------------------------------- | :------------------------------------ | :-------------------- | | Common Stock | $298 | $306 | $8 | | Additional Paid-in Capital | $542,392 | $551,845 | $9,453 | | Accumulated Deficit | $(338,230) | $(402,451) | $(64,221) | | Total Forward Air shareholders' equity | $201,728 | $151,794 | $(49,934) | | Noncontrolling interest | $84,140 | $64,447 | $(19,693) | | Total shareholders' equity | $285,868 | $216,241 | $(69,627) | - Total shareholders' equity decreased by **$69.6 million** from December 31, 2024, to June 30, 2025, primarily driven by an increase in accumulated deficit and a decrease in noncontrolling interest, partially offset by an increase in additional paid-in capital[23](index=23&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20%E2%80%93%20June%2030%2C%202025) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements [1. Basis of Presentation](index=10&type=section&id=1.%20Basis%20of%20Presentation) This note describes the accounting principles and regulatory framework used for interim financial reporting - The condensed consolidated financial statements are prepared in conformity with U.S. GAAP for interim financial information and SEC regulations, reflecting all normal recurring adjustments[25](index=25&type=chunk) - ASU 2023-09, effective for fiscal years beginning after December 15, 2024, expands income tax disclosure requirements but is not expected to impact the Company's financial condition or results of operations[26](index=26&type=chunk) [2. Acquisitions and Umbrella Partnership C Structure](index=10&type=section&id=2.%20Acquisitions%20and%20Umbrella%20Partnership%20C%20Structure) This note details the Omni Acquisition, its strategic rationale, and the resulting partnership structure - On January 25, 2024, Forward Air Corporation completed the acquisition of Omni Newco, LLC (Omni Acquisition) for **$1.64 billion** in cash and equity consideration[27](index=27&type=chunk) - The Omni Acquisition enables the Company to offer differentiated service, an expanded geographic footprint, and integrated global supply chain solutions, with recognized goodwill representing planned operational synergies and strategic market positioning[32](index=32&type=chunk) - In connection with the Omni Acquisition, the Company restructured to create Clue Opco, LLC (Opco), a Variable Interest Entity, which the Company consolidates[34](index=34&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk) - A Tax Receivable Agreement was also established, obligating the Company to pay Omni Holders **83.5%** of certain tax benefits realized from the acquisition[34](index=34&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk) Omni Logistics Acquisition Purchase Price Allocation (January 26, 2024, in thousands) | Item | Amount (in thousands) | | :------------------------------------ | :-------------------- | | Total purchase price (fair value of consideration) | $2,274,240 | | Total assets acquired | $1,579,213 | | Total liabilities assumed | $577,376 | | Goodwill | $1,272,403 | | Customer relationships (weighted average useful life) | 14 years | | Non-compete agreements (weighted average useful life) | 4 years | | Trademarks and other (weighted average useful life) | 5 years | [3. Indebtedness](index=14&type=section&id=3.%20Indebtedness) This note outlines the company's long-term debt structure and available credit facilities Long-term Debt (in thousands) | Debt Type | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Term Loan, expiring 2030 | $1,045,000 | $1,045,000 | | Senior Secured Notes, maturing 2031 | $725,000 | $725,000 | | Debt issuance discount | $(50,826) | $(54,067) | | Debt issuance costs | $(37,706) | $(40,003) | | Total long-term debt | $1,681,468 | $1,675,930 | - As of June 30, 2025, the revolving credit facility had **$273 million** of borrowings available with no outstanding borrowings[48](index=48&type=chunk) [4. Net Loss Per Share](index=14&type=section&id=4.%20Net%20Loss%20Per%20Share) This note presents the basic and diluted net loss per share attributable to Forward Air Basic and Diluted Net Loss Per Share Attributable to Forward Air (per share) | Period | Continuing Operations (per share) | Discontinued Operations (per share) | Net Loss Per Basic and Diluted Share (per share) | | :-------------------------------- | :-------------------------------- | :---------------------------------- | :----------------------------------------------- | | Three Months Ended June 30, 2025 | $(0.41) | — | $(0.41) | | Three Months Ended June 30, 2024 | $(23.29) | $(0.18) | $(23.47) | | Six Months Ended June 30, 2025 | $(2.09) | — | $(2.09) | | Six Months Ended June 30, 2024 | $(27.53) | $(0.18) | $(27.71) | - The net loss per basic and diluted share significantly improved for both the three and six months ended June 30, 2025, compared to the prior year periods, primarily due to the absence of the goodwill impairment charge[51](index=51&type=chunk) [5. Income Taxes](index=16&type=section&id=5.%20Income%20Taxes) This note details the company's income tax benefit/expense, effective tax rate, and deferred tax assets Income Tax (Benefit) Expense and Effective Tax Rate (in thousands) | Period | Income Tax (Benefit) Expense (in thousands) | Effective Tax Rate | | :-------------------------------- | :---------------------------------------- | :----------------- | | Six Months Ended June 30, 2025 | $2,840 | (3.6)% | | Six Months Ended June 30, 2024 | $(193,292) | 15.5% | - The effective tax rate for the six months ended June 30, 2025, was **(3.6)%**, varying from the **21.0%** statutory federal rate due to interest expense disallowances (full valuation allowance), noncontrolling interest, and state/local income taxes[53](index=53&type=chunk) - The Tax Receivable Agreement liability was revalued to **$14.7 million** as of June 30, 2025, an increase of **$1.4 million** from December 31, 2024, with an additional **$5.4 million** recorded for tax year 2025 attributes[54](index=54&type=chunk)[62](index=62&type=chunk) - The Company maintains a full valuation allowance against net deferred tax assets, primarily related to interest expense carryforwards, due to uncertainty of recovery from future taxable income[56](index=56&type=chunk) [6. Fair Value of Financial Instruments](index=17&type=section&id=6.%20Fair%20Value%20of%20Financial%20Instruments) This note describes the fair value measurements for the company's financial instruments Liabilities Under Tax Receivable Agreement (Level 3 Fair Value, in thousands) | Date | Amount | | :--------------- | :----- | | June 30, 2025 | $14,716 | | December 31, 2024 | $13,295 | - The fair value of the Tax Receivable Agreement liability increased by **$1.4 million** from December 31, 2024, to June 30, 2025, reflecting changes in expected future tax benefit payments to Omni Holders[62](index=62&type=chunk) - Cash, cash equivalents, restricted cash, accounts receivable, other receivables, accounts payable, and long-term debt are valued at their carrying amounts, which approximate fair value due to their immediate or short-term maturity or similar borrowing rates[63](index=63&type=chunk) [7. Commitments and Contingencies](index=18&type=section&id=7.%20Commitments%20and%20Contingencies) This note outlines ongoing legal proceedings and other contingent liabilities affecting the company - A shareholder class action complaint was filed alleging that the Company's directors violated Tennessee corporate law by not subjecting the Omni Acquisition to a shareholder vote and breached fiduciary duties[65](index=65&type=chunk) - The Company is involved in various legal claims incidental to its business, with accruals made for estimated losses, and believes resolutions will not materially adversely affect financial statements[66](index=66&type=chunk) [8. Segment Reporting](index=18&type=section&id=8.%20Segment%20Reporting) This note provides financial information for the company's three reportable segments: Expedited Freight, Omni Logistics, and Intermodal - The Company operates through three reportable segments: Expedited Freight, Omni Logistics, and Intermodal, with the CEO evaluating performance based on segment profit[67](index=67&type=chunk) Segment Profit (Loss) for Three Months Ended June 30 (in thousands) | Segment | June 30, 2025 | June 30, 2024 | Change (in thousands) | Percent Change | | :---------------- | :------------ | :------------ | :-------------------- | :------------- | | Expedited Freight | $19,495 | $21,946 | $(2,451) | (11.2)% | | Omni Logistics | $7,186 | $(1,105,871) | $1,113,057 | 100.6% | | Intermodal | $4,415 | $5,317 | $(902) | (17.0)% | | Corporate | $(11,574) | $(17,147) | $5,573 | (32.5)% | Segment Profit (Loss) for Six Months Ended June 30 (in thousands) | Segment | June 30, 2025 | June 30, 2024 | Change (in thousands) | Percent Change | | :---------------- | :------------ | :------------ | :-------------------- | :------------- | | Expedited Freight | $35,129 | $41,444 | $(6,315) | (15.2)% | | Omni Logistics | $10,561 | $(1,134,456) | $1,145,017 | 100.9% | | Intermodal | $9,957 | $8,903 | $1,054 | 11.8% | | Corporate | $(31,362) | $(77,378) | $46,016 | (59.5)% | - Omni Logistics segment profit significantly improved in both periods due to the absence of the goodwill impairment charge from the prior year[71](index=71&type=chunk)[73](index=73&type=chunk)[75](index=75&type=chunk)[77](index=77&type=chunk) [9. Noncontrolling Interest](index=23&type=section&id=9.%20Noncontrolling%20Interest) This note details the ownership structure of Opco and the impact of noncontrolling interests on financial results - As of June 30, 2025, the Company holds **30,426** Class A Units in Opco, while Omni Holders hold **9,423** Opco Class B Units and corresponding Company Series B Preferred Units, exchangeable into **9,423** common shares of the Company[81](index=81&type=chunk) Opco Class B Units and Fully Diluted Ownership | Period | Opco Class B Units | Fully Diluted Ownership (%) | | :----------------------- | :----------------- | :-------------------------- | | Outstanding at Dec 31, 2024 | 10,088 | 25.3 | | Outstanding at March 31, 2025 | 9,503 | 23.8 | | Outstanding at June 30, 2025 | 9,423 | 23.5 | - The decrease in net loss attributable to noncontrolling interest for both periods is driven by the overall decrease in net loss and the decreasing number of noncontrolling units outstanding due to conversions into common stock[113](index=113&type=chunk)[145](index=145&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition, operational results, and critical accounting policies [Overview](index=24&type=section&id=Overview) This section introduces Forward Air Corporation's business model, service offerings, and strategic focus - Forward Air Corporation is a leading asset-light freight provider offering LTL, truckload, and intermodal drayage services across North America, with global logistics solutions through its Omni Logistics segment[84](index=84&type=chunk) - The Company's services are classified into three reportable segments: Expedited Freight, Omni Logistics, and Intermodal[85](index=85&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk) - The Company focuses on increasing freight volume and revenue per pound/shipment to leverage fixed costs, grow other services like LTL pickup/delivery, and create synergies across segments, particularly in fleet resources[88](index=88&type=chunk) - Estimated revenue for key product groups in 2024 was approximately **70%** for ground transportation, **12%** for air & ocean forwarding, **9%** for intermodal drayage, and **9%** for warehousing/value-added services[90](index=90&type=chunk) [Key Operating Statistics](index=25&type=section&id=Key%20Operating%20Statistics) This section defines the primary metrics used to evaluate the performance of the company's operating segments - For Expedited Freight, key metrics include Tonnage (total weight), Weight Per Shipment (mix of freight), Revenue Per Hundredweight (pricing trends, influenced by fuel surcharges and freight profile), Revenue Per Shipment, and Average Length of Haul[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk)[96](index=96&type=chunk) - For Intermodal, the primary metric is Drayage Revenue Per Shipment, which measures intermodal revenue divided by drayage shipments, excluding warehouse and linehaul services[97](index=97&type=chunk) - The Omni Logistics segment is managed based on its revenue and income, without specific key operating statistics identified for external reporting[89](index=89&type=chunk) [Trends and Developments](index=26&type=section&id=Trends%20and%20Developments) This section discusses economic conditions, regulatory impacts, strategic reviews, and integration progress affecting the company - The business is highly susceptible to economic conditions; industry freight volumes decreased in Q1 and Q2 2025 compared to 2024, with intermodal volumes increasing and truckload spot rates remaining depressed[98](index=98&type=chunk)[99](index=99&type=chunk) - U.S. government tariffs on imported goods from China, Canada, and other countries have impacted freight demand, leading to a decrease in total shipments, with the ultimate impact remaining uncertain[99](index=99&type=chunk)[100](index=100&type=chunk) - In January 2025, the Board initiated a comprehensive review of strategic alternatives to maximize shareholder value, including potential sale or merger, with Goldman Sachs & Co. LLC as financial advisor[101](index=101&type=chunk) - Significant progress has been made on Omni integration, exceeding initial cost synergy expectations, though uncertainties remain regarding full integration of technology platforms, maximizing revenue synergies, and retaining customers/vendors[102](index=102&type=chunk) [Factors Affecting Comparability](index=27&type=section&id=Factors%20Af%20ecting%20Comparability) This section explains how the Omni Acquisition impacts the comparability of financial results between periods - The Omni Acquisition, completed on January 25, 2024, significantly impacts comparability, as Omni Logistics revenues and segment income for the six months ended June 30, 2024, only include results from the acquisition date, whereas the current year period includes more days of ownership[103](index=103&type=chunk)[104](index=104&type=chunk) [Results from Operations (Three Months Ended June 30, 2025 vs. 2024)](index=28&type=section&id=Results%20from%20Operations%20(Three%20Months)) This section analyzes the consolidated financial performance for the three months ended June 30, 2025, compared to the prior year Consolidated Financial Data (Three Months Ended June 30, in thousands) | Metric | June 30, 2025 | June 30, 2024 | Change | Percent Change | | :------------------------------------------ | :------------ | :------------ | :------- | :------------- | | Operating revenues | $618,844 | $643,666 | $(24,822) | (3.9)% | | Total operating expenses | $599,322 | $1,739,421 | $(1,140,099) | (65.5)% | | Income (loss) from continuing operations | $19,522 | $(1,095,755) | $1,115,277 | 101.8% | | Net loss attributable to Forward Air | $(12,583) | $(645,433) | $632,850 | 98.1% | - Operating revenues decreased by **3.9%** due to a decline in the Expedited Freight segment, while total operating expenses decreased significantly by **65.5%**, primarily due to the absence of a **$1.09 billion goodwill impairment charge** in the current period[107](index=107&type=chunk)[108](index=108&type=chunk) - Income from continuing operations improved by **101.8%**, and net loss attributable to Forward Air decreased by **98.1%**, both largely driven by the non-recurrence of the goodwill impairment[109](index=109&type=chunk)[112](index=112&type=chunk) - Total other expense increased by **24.0%** due to a **$6.86 million** charge from the tax receivable agreement liability increase and a **$6.22 million** negative impact from foreign currency exchange[110](index=110&type=chunk) [Expedited Freight (Three Months Ended June 30, 2025 vs. 2024)](index=30&type=section&id=Expedited%20Freight%20-%20Three%20Months%20Ended%20June%2030%2C%202025%20compared%20to%20Three%20Months%20Ended%20June%2030%2C%202024) This section analyzes the Expedited Freight segment's performance for the three months ended June 30, 2025, compared to the prior year Expedited Freight Segment Performance (Three Months Ended June 30, in thousands) | Metric | June 30, 2025 | June 30, 2024 | Change | Percent Change | | :-------------------------------- | :------------ | :------------ | :------- | :------------- | | Total operating revenues | $257,696 | $291,282 | $(33,586) | (11.5)% | | Income from operations | $19,495 | $21,946 | $(2,451) | (11.2)% | | Pounds per day | 9,741 | 11,155 | (1,414) | (12.7)% | | Shipments per day | 11.5 | 13.6 | (2.1) | (15.4)% | | Weight per shipment | 843 | 821 | 22 | 2.7% | | Revenue per hundredweight, ex fuel | $24.82 | $24.38 | $0.44 | 1.8% | - Operating revenues and income from operations decreased by **11.5%** and **11.2%** respectively, driven by a **12.7%** decrease in pounds per day and **15.4%** fewer shipments per day[118](index=118&type=chunk)[122](index=122&type=chunk) - This decline was partially offset by a **1.8%** increase in revenue per hundredweight (ex-fuel) and a **2.7%** increase in weight per shipment due to denser freight[118](index=118&type=chunk)[122](index=122&type=chunk) - Purchased transportation decreased by **12.7%** due to fewer shipments, and salaries, wages, and employee benefits decreased by **15.5%** due to reduced headcount and lower shipment volumes[119](index=119&type=chunk)[120](index=120&type=chunk) [Omni Logistics (Three Months Ended June 30, 2025 vs. 2024)](index=33&type=section&id=Omni%20Logistics%20-%20Three%20Months%20Ended%20June%2030%2C%202025%20compared%20to%20Three%20Months%20Ended%20June%2030%2C%202024) This section analyzes the Omni Logistics segment's performance for the three months ended June 30, 2025, compared to the prior year Omni Logistics Segment Performance (Three Months Ended June 30, in thousands) | Metric | June 30, 2025 | June 30, 2024 | Change | Percent Change | | :-------------------------------- | :------------ | :------------ | :------- | :------------- | | Operating revenue | $328,316 | $311,856 | $16,460 | 5.3% | | Income (loss) from operations | $7,186 | $(1,105,871) | $1,113,057 | 100.6% | | Purchased transportation (% of revenue) | 56.4% | 57.3% | (0.9)pp | | | Salaries, wages and employee benefits (% of revenue) | 18.8% | 18.4% | 0.4pp | | | Depreciation and amortization | $22,419 | $33,235 | $(10,816) | (32.5)% | - Operating revenue increased by **5.3%** due to increased demand for contract logistics and value-added services[124](index=124&type=chunk)[130](index=130&type=chunk) - Income from operations significantly improved by **100.6%**, primarily due to the absence of the **$1.09 billion goodwill impairment charge** in the current period[124](index=124&type=chunk)[130](index=130&type=chunk) - Purchased transportation increased by **3.6%** but decreased as a percentage of revenue due to a shift towards contract logistics and value-added services, which require lower purchased transportation levels[125](index=125&type=chunk) - Depreciation and amortization decreased by **32.5%** due to intangible amortization changes from measurement adjustments of the Omni Acquisition[127](index=127&type=chunk) [Intermodal (Three Months Ended June 30, 2025 vs. 2024)](index=34&type=section&id=Intermodal%20-%20Three%20Months%20Ended%20June%2030%2C%202025%20compared%20to%20Three%20Months%20Ended%20June%2030%2C%202024) This section analyzes the Intermodal segment's performance for the three months ended June 30, 2025, compared to the prior year Intermodal Segment Performance (Three Months Ended June 30, in thousands) | Metric | June 30, 2025 | June 30, 2024 | Change | Percent Change | | :-------------------------------- | :------------ | :------------ | :------- | :------------- | | Operating revenue | $59,146 | $59,299 | $(153) | (0.3)% | | Income from operations | $4,415 | $5,317 | $(902) | (17.0)% | | Drayage shipments | 62,313 | 64,877 | (2,564) | (4.0)% | | Drayage revenue per shipment | $862 | $826 | $36 | 4.4% | | Operating leases (% of revenue) | 9.0% | 8.1% | 0.9pp | | | Insurance and claims | $3,147 | $2,619 | $528 | 20.2% | - Operating revenues slightly decreased by **0.3%** due to a **4.0%** decrease in drayage shipments, largely offset by a **4.4%** increase in drayage revenue per shipment[132](index=132&type=chunk)[136](index=136&type=chunk) - Income from operations decreased by **17.0%** due to increased operating expenses with flat revenues[132](index=132&type=chunk)[136](index=136&type=chunk) - Operating leases increased by **11.7%** due to higher real estate lease costs, and insurance and claims increased by **20.2%** due to increased losses from property damage[133](index=133&type=chunk)[134](index=134&type=chunk) - Other operating expenses decreased by **19.9%** due to continued cost reduction efforts[135](index=135&type=chunk) [Corporate (Three Months Ended June 30, 2025 vs. 2024)](index=35&type=section&id=Corporate%20-%20Three%20Months%20Ended%20June%2030%2C%202025%20compared%20to%20Three%20Months%20Ended%20June%2030%2C%202024) This section analyzes the Corporate segment's operating loss for the three months ended June 30, 2025, compared to the prior year - Corporate operating loss decreased from **$17.1 million** in Q2 2024 to **$11.6 million** in Q2 2025, primarily due to a **$4.07 million** decrease in transaction and integration costs related to the Omni Acquisition[137](index=137&type=chunk) [Results from Operations (Six Months Ended June 30, 2025 vs. 2024)](index=36&type=section&id=Results%20from%20Operations%20(Six%20Months)) This section analyzes the consolidated financial performance for the six months ended June 30, 2025, compared to the prior year Consolidated Financial Data (Six Months Ended June 30, in thousands) | Metric | June 30, 2025 | June 30, 2024 | Change | Percent Change | | :------------------------------------------ | :------------ | :------------ | :------- | :------------- | | Operating revenues | $1,232,125 | $1,185,479 | $46,646 | 3.9% | | Total operating expenses | $1,207,840 | $2,346,966 | $(1,139,126) | (48.5)% | | Income (loss) from continuing operations | $24,285 | $(1,161,487) | $1,185,772 | 102.1% | | Net loss attributable to Forward Air | $(63,220) | $(707,145) | $643,925 | 91.1% | - Operating revenues increased by **3.9%**, primarily due to Omni Logistics having an additional **24 days** of ownership in 2025, partially offset by a decrease in Expedited Freight revenue[139](index=139&type=chunk) - Total operating expenses decreased by **48.5%**, mainly due to the absence of the **$1.09 billion goodwill impairment charge** in 2025 and lower acquisition/integration costs, partially offset by increased operating expenses from Omni Logistics' longer ownership period[140](index=140&type=chunk) - Income from continuing operations improved by **102.1%**, and net loss attributable to Forward Air decreased by **91.1%**, both primarily driven by the non-recurrence of the goodwill impairment[141](index=141&type=chunk)[144](index=144&type=chunk) - Total other expense increased by **18.3%** due to a **$6.86 million** charge from the tax receivable agreement liability change and the impact of foreign currency exchange[142](index=142&type=chunk) [Expedited Freight (Six Months Ended June 30, 2025 vs. 2024)](index=38&type=section&id=Expedited%20Freight%20-%20Six%20Months%20Ended%20June%2030%2C%202025%20compared%20to%20Six%20Months%20Ended%20June%2030%2C%202024) This section analyzes the Expedited Freight segment's performance for the six months ended June 30, 2025, compared to the prior year Expedited Freight Segment Performance (Six Months Ended June 30, in thousands) | Metric | June 30, 2025 | June 30, 2024 | Change | Percent Change | | :-------------------------------- | :------------ | :------------ | :------- | :------------- | | Total operating revenues | $507,077 | $564,577 | $(57,500) | (10.2)% | | Income from operations | $35,129 | $41,444 | $(6,315) | (15.2)% | | Total pounds | 1,234,029 | 1,398,914 | (164,885) | (11.8)% | | Total shipments | 1,466 | 1,698 | (232) | (13.7)% | | Weight per shipment | 842 | 824 | 18 | 2.2% | | Revenue per hundredweight, ex fuel | $24.79 | $24.27 | $0.52 | 2.1% | - Operating revenues decreased by **10.2%** due to an **11.8%** decrease in tonnage and **13.7%** fewer shipments, partially offset by a **2.1%** increase in revenue per hundredweight (ex-fuel) and a **2.2%** increase in weight per shipment[150](index=150&type=chunk) - Income from operations decreased by **15.2%** as lower freight volumes were not fully offset by cost reductions[151](index=151&type=chunk) - Purchased transportation decreased by **9.3%** and salaries, wages, and employee benefits decreased by **15.7%** due to lower volumes[152](index=152&type=chunk)[154](index=154&type=chunk) [Omni Logistics (Six Months Ended June 30, 2025 vs. 2024)](index=41&type=section&id=Omni%20Logistics%20-%20Six%20Months%20Ended%20June%2030%2C%202025%20compared%20to%20Six%20Months%20Ended%20June%2030%2C%202024) This section analyzes the Omni Logistics segment's performance for the six months ended June 30, 2025, compared to the prior year Omni Logistics Segment Performance (Six Months Ended June 30, in thousands) | Metric | June 30, 2025 | June 30, 2024 | Change | Percent Change | | :-------------------------------- | :------------ | :------------ | :------- | :------------- | | Operating revenue | $651,786 | $536,694 | $115,092 | 21.4% | | Income (loss) from operations | $10,561 | $(1,134,456) | $1,145,017 | 100.9% | | Purchased transportation (% of revenue) | 56.9% | 60.2% | (3.3)pp | | | Salaries, wages and employee benefits (% of revenue) | 18.2% | 19.8% | (1.6)pp | | | Depreciation and amortization | $44,649 | $50,104 | $(5,455) | (10.9)% | - Operating revenues increased by **21.4%** due to increased ownership days and higher demand for contract logistics and value-added services[156](index=156&type=chunk)[162](index=162&type=chunk) - Income from operations significantly improved by **100.9%** due to the absence of the goodwill impairment charge[156](index=156&type=chunk)[162](index=162&type=chunk) - Purchased transportation increased by **14.8%** but decreased as a percentage of revenue due to a product mix shift towards services requiring lower purchased transportation[157](index=157&type=chunk) - Salaries, wages, and employee benefits increased by **11.3%** due to increased ownership days and demand, but at a lower rate than revenue growth[158](index=158&type=chunk) - Depreciation and amortization decreased by **10.9%** due to intangible amortization changes from Omni Acquisition measurement adjustments[159](index=159&type=chunk) - Other operating expenses increased by **4.8%** but decreased as a percentage of revenue due to acquisition integration synergies[161](index=161&type=chunk) [Intermodal (Six Months Ended June 30, 2025 vs. 2024)](index=42&type=section&id=Intermodal%20-%20Six%20Months%20Ended%20June%2030%2C%202025%20compared%20to%20Six%20Months%20Ended%20June%2030%2C%202024) This section analyzes the Intermodal segment's performance for the six months ended June 30, 2025, compared to the prior year Intermodal Segment Performance (Six Months Ended June 30, in thousands) | Metric | June 30, 2025 | June 30, 2024 | Change | Percent Change | | :-------------------------------- | :------------ | :------------ | :------- | :------------- | | Operating revenue | $121,638 | $115,591 | $6,047 | 5.2% | | Income from operations | $9,957 | $8,903 | $1,054 | 11.8% | | Drayage shipments | 126,762 | 127,536 | (774) | (0.6)% | | Drayage revenue per shipment | $872 | $824 | $48 | 5.8% | | Purchased transportation (% of revenue) | 33.1% | 31.7% | 1.4pp | | | Operating leases (% of revenue) | 9.1% | 8.2% | 0.9pp | | - Operating revenues increased by **5.2%**, primarily driven by a **5.8%** increase in drayage revenue per shipment, despite a slight **0.6%** decrease in drayage shipments[164](index=164&type=chunk)[169](index=169&type=chunk) - Income from operations increased by **11.8%** due to higher revenue per shipment[164](index=164&type=chunk)[169](index=169&type=chunk) - Purchased transportation increased by **9.9%** due to changes in capacity utilization, length of haul, and service provider mix[165](index=165&type=chunk) - Operating leases increased by **17.4%** due to higher real estate lease costs[167](index=167&type=chunk) - Other operating expenses decreased by **14.0%** due to continued cost reduction efforts[168](index=168&type=chunk) [Corporate (Six Months Ended June 30, 2025 vs. 2024)](index=43&type=section&id=Corporate%20-%20Six%20Months%20Ended%20June%2030%2C%202025%20compared%20to%20Six%20Months%20Ended%20June%2030%2C%202024) This section analyzes the Corporate segment's operating loss for the six months ended June 30, 2025, compared to the prior year - Corporate operating loss decreased from **$77.4 million** in H1 2024 to **$31.4 million** in H1 2025, primarily driven by a significant reduction in transaction and integration costs related to the Omni Acquisition (**$19.9 million** in 2025 vs. **$71.9 million** in 2024)[170](index=170&type=chunk) [Application of Critical Accounting Policies](index=44&type=section&id=Application%20of%20Critical%20Accounting%20Policies) This section describes the company's significant accounting policies, particularly those requiring complex judgments and estimates [Goodwill](index=44&type=section&id=Goodwill) This note explains the company's policy for testing goodwill for impairment and recent assessment results - Goodwill is tested annually for impairment as of June 30, and on an interim basis, using a discounted cash flow (DCF) model, or a combination of DCF and market approach (guideline public company approach)[171](index=171&type=chunk) - As of June 30, 2025, no reporting units were impaired, but the Omni reporting unit's fair value was approximately **10.0%** higher than its carrying value, indicating sensitivity to changes in underlying assumptions[174](index=174&type=chunk) [Finite-Lived Intangible Assets and Other Long-Lived Assets](index=44&type=section&id=Finite-Lived%20Intangible%20Assets%20and%20Other%20Long-Lived%20Assets) This note describes the company's policy for reviewing finite-lived intangible assets and other long-lived assets for impairment - Long-lived assets are reviewed for impairment when events indicate that the carrying amount may not be recoverable; impairment occurs if forecasted undiscounted cash flows are less than the carrying value, leading to a write-down to estimated value[175](index=175&type=chunk) - No triggering events or impairments of definite-lived assets were identified for the three and six months ended June 30, 2025 or 2024[175](index=175&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's ability to generate and manage cash to meet its financial obligations and fund operations - The Company expects to finance working capital, capital expenditures, and debt service over the next twelve months using available cash, cash flows from operations, and borrowings under its **$300 million** revolving credit facility[176](index=176&type=chunk) - Significant indebtedness was incurred in connection with the Omni Acquisition, which could have important consequences for the business[176](index=176&type=chunk) [Cash Flows](index=45&type=section&id=Cash%20Flows) This note provides a detailed analysis of cash flows from operating, investing, and financing activities - Net cash provided by operating activities was **$14.4 million** for the six months ended June 30, 2025, a significant improvement from **$96.9 million** used in the prior year, driven by changes in net income and working capital[177](index=177&type=chunk) - Net cash used in investing activities decreased substantially from **$1.58 billion** in 2024 to **$15.1 million** in 2025, primarily due to the Omni Acquisition cash outflow in the prior year[178](index=178&type=chunk) - Net cash used in financing activities decreased from **$163.0 million** in 2024 to **$9.9 million** in 2025, mainly due to the non-recurrence of debt issuance costs, long-term debt payments, and earn-out liability payments from the prior year[179](index=179&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section addresses the company's exposure to market risks, particularly fuel price fluctuations, and refers to the Annual Report for further details - The Company's exposure to fuel price and availability fluctuations is not expected to materially impact its results of operations, cash flows, or financial position, as changes in fuel prices are generally passed on to customers through a weekly fuel surcharge program[183](index=183&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) This section evaluates the effectiveness of the company's disclosure controls and internal control over financial reporting, noting a material weakness [Disclosure Controls and Procedures](index=47&type=section&id=Disclosure%20Controls%20and%20Procedures) This section reports on the effectiveness of the company's disclosure controls and procedures - As of June 30, 2025, the Company's Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures are not effective due to a material weakness in internal control over financial reporting, as disclosed in the 2024 Annual Report on Form 10-K[184](index=184&type=chunk) [Changes in Internal Control](index=47&type=section&id=Changes%20in%20Internal%20Control) This section describes any material changes in internal control over financial reporting during the quarter - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025, other than the implementation of internal control over financial reporting at Omni Logistics[185](index=185&type=chunk) [Ongoing Remediation Plan](index=47&type=section&id=Ongoing%20Remediation%20Plan) This section outlines the company's continuing efforts to address previously disclosed material weaknesses - The Company continues to implement a remediation plan to address the previously disclosed material weaknesses, with remediation considered complete only after controls operate effectively for a sufficient period and are tested[186](index=186&type=chunk) Part II: Other Information This section covers legal proceedings, risk factors, equity sales, and other miscellaneous disclosures [Item 1. Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) This section details ongoing legal proceedings, including a shareholder class action, and other incidental litigation - A shareholder class action complaint (Second Amended Complaint) alleges that the Company's directors violated Tennessee corporate law by not subjecting the Omni Acquisition to a shareholder vote and breached fiduciary duties[187](index=187&type=chunk) - The Company is also party to other incidental litigation, primarily involving claims for personal injury and property damage, with accruals made for estimated losses, and believes these will not materially adversely affect its business or financial condition[188](index=188&type=chunk) [Item 1A. Risk Factors](index=49&type=page&id=Item%201A.%20Risk%20Factors) This section updates key risk factors, including economic conditions, tariffs, and obligations under the Tax Receivable Agreement - Overall economic conditions, including tariffs and trade policy changes, can materially reduce freight volumes and adversely impact operating results and growth, leading to decreased revenues, pricing pressures, and potential customer payment difficulties[192](index=192&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk) - The Company is obligated to pay Omni Holders **83.5%** of certain tax benefits realized from the Omni Acquisition under the Tax Receivable Agreement, with expected payments being substantial and potentially accelerated upon a change of control, which could impair future transactions or impact shareholder value[195](index=195&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=50&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section states that the Company did not repurchase any of its equity securities during the three months ended June 30, 2025 - The Company did not repurchase any of its equity securities during the three months ended June 30, 2025[198](index=198&type=chunk) [Item 3. Defaults Upon Senior Securities](index=50&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is marked as 'Not applicable,' indicating no defaults upon senior securities - This item is not applicable, indicating no defaults upon senior securities[199](index=199&type=chunk) [Item 4. Mine Safety Disclosures](index=51&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is marked as 'Not applicable,' indicating no mine safety disclosures - This item is not applicable, indicating no mine safety disclosures[201](index=201&type=chunk) [Item 5. Other Information](index=51&type=section&id=Item%205.%20Other%20Information) This section discloses the adoption of a Rule 10b5-1 trading arrangement by a Board member for potential sales of common stock - On May 14, 2025, Michael B. Hodge, a Board member, adopted a Rule 10b5-1 trading arrangement for potential sales of up to **80,000** shares of Common Stock, expiring on December 26, 2025[202](index=202&type=chunk) [Item 6. Exhibits](index=52&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including merger plans, corporate governance documents, incentive compensation plans, and certifications - Key exhibits include the Plan of Merger, Amended and Restated Certificate of Incorporation, Bylaws, various Omnibus Incentive Compensation Plans, and certifications from the Principal Executive and Financial Officers[204](index=204&type=chunk) [Signatures](index=53&type=section&id=Signatures) This section contains the signatures of the Chief Executive Officer and Chief Financial Officer, certifying the report on behalf of Forward Air Corporation - The report is signed by Shawn Stewart, Chief Executive Officer, and Jamie Pierson, Chief Financial Officer, on August 11, 2025[207](index=207&type=chunk)

[Second Quarter 2025 Financial Highlights](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Highlights) [Management Commentary](index=1&type=section&id=Management%20Commentary) Management highlights strong sequential operating income and EBITDA improvement in Q2 2025, driven by cost management and pricing actions - Sequentially, Q2 income from operations increased by **$15 million** to **$20 million**, and Consolidated EBITDA increased by **$5 million** to **$74 million** compared to Q1 2025[2](index=2&type=chunk) - The Expedited Freight segment achieved its highest reported **EBITDA margin** since Q4 2023, benefiting from rigorous cost controls and pricing actions completed in February[3](index=3&type=chunk) - Year-to-date cash provided by operating activities showed a **$111 million improvement**, reaching **$14 million** compared to a **$97 million** use of cash in the first half of 2024[6](index=6&type=chunk) Q2 2025 Key Financial Metrics | Metric | Q2 2025 | Q2 2024 | Sequential Change (vs Q1 2025) | | :--- | :--- | :--- | :--- | | Consolidated Revenue (Millions) | $619M | $644M | +$6M | | Income from Operations (Millions) | $20M | -$3M (ex-impairment) | +$15M | | Consolidated EBITDA (Millions) | $74M | $89M | +$5M | | Liquidity (End of Quarter, Millions) | $368M | N/A | -$25M | [Consolidated Financial Performance Summary](index=2&type=section&id=Consolidated%20Financial%20Performance%20Summary) Q2 2025 consolidated revenue decreased 3.9% year-over-year, but income from continuing operations turned positive, despite a 17.1% decline in Consolidated EBITDA Q2 2025 vs Q2 2024 Consolidated Results (in thousands, except per share data) | Metric | Q2 2025 (Thousands) | Q2 2024 (Thousands) | Percent Change | | :--- | :--- | :--- | :--- | | Operating revenue | $618,844 | $643,666 | (3.9)% | | Income (loss) from continuing operations | $19,522 | $(1,095,755) | 101.8% | | Net loss from continuing operations per diluted share | $(0.41) | $(23.29) | 98.2% | | Consolidated EBITDA (Non-GAAP) | $73,813 | $88,997 | (17.1)% | | Free cash flow (Non-GAAP) | $(17,157) | $(59,069) | 71.0% | [Consolidated Financial Statements](index=3&type=section&id=Consolidated%20Financial%20Statements) [Statements of Comprehensive (Loss) Income](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20(Loss)%20Income) Q2 2025 net loss from continuing operations significantly improved to $20.4 million due to the absence of a prior year goodwill impairment Q2 2025 Revenue by Segment (in thousands) | Segment | Q2 2025 Revenue (Thousands) | Q2 2024 Revenue (Thousands) | | :--- | :--- | :--- | | Expedited Freight | $257,696 | $291,282 | | Omni Logistics | $328,316 | $311,856 | | Intermodal | $59,146 | $59,299 | Q2 2025 Income (Loss) from Continuing Operations by Segment (in thousands) | Segment | Q2 2025 Income (Loss) (Thousands) | Q2 2024 Income (Loss) (Thousands) | | :--- | :--- | :--- | | Expedited Freight | $19,495 | $21,946 | | Omni Logistics | $7,186 | $(1,105,871) | | Intermodal | $4,415 | $5,317 | - The significant year-over-year improvement in net loss was primarily due to the absence of the **$1.09 billion impairment of goodwill charge** recorded in Q2 2024[12](index=12&type=chunk) [Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets slightly decreased to $2.76 billion, while shareholders' equity declined to $216.2 million due to accumulated deficit Key Balance Sheet Items (in thousands) | Account | June 30, 2025 (Thousands) | December 31, 2024 (Thousands) | | :--- | :--- | :--- | | Total current assets | $474,607 | $472,500 | | Total assets | $2,761,235 | $2,802,641 | | Total current liabilities | $396,685 | $384,046 | | Long-term debt, less current portion | $1,681,468 | $1,675,930 | | Total shareholders' equity | $216,241 | $285,868 | [Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities significantly improved year-over-year, with $14.4 million provided for the six months ended June 30, 2025 Cash Flow Summary (in thousands) | Period | Net Cash from Operating Activities (Thousands) | Net Cash from Investing Activities (Thousands) | Net Cash from Financing Activities (Thousands) | | :--- | :--- | :--- | :--- | | **Three Months Ended** | | | | | June 30, 2025 | $(13,217) | $(3,885) | $(4,618) | | June 30, 2024 | $(45,200) | $(13,954) | $(4,231) | | **Six Months Ended** | | | | | June 30, 2025 | $14,398 | $(15,124) | $(9,943) | | June 30, 2024 | $(96,924) | $(1,583,406) | $(162,957) | [Segment Performance](index=4&type=section&id=Segment%20Performance) [Expedited Freight](index=4&type=section&id=Expedited%20Freight%20Segment%20Information) Expedited Freight revenue decreased 11.5% to $257.7 million, but operating margin remained stable at 7.6% due to pricing actions Expedited Freight Financials (in thousands) | Metric | Q2 2025 (Thousands) | Q2 2024 (Thousands) | Percent Change | | :--- | :--- | :--- | :--- | | Total operating revenues | $257,696 | $291,282 | (11.5)% | | Income from operations | $19,495 | $21,946 | (11.2)% | | Operating Margin | 7.6% | 7.5% | +0.1 ppt | Expedited Freight Operating Statistics | Metric | Q2 2025 | Q2 2024 | Percent Change | | :--- | :--- | :--- | :--- | | Total pounds (thousands) | 623,394 | 713,919 | (12.7)% | | Total shipments (thousands) | 739 | 870 | (15.1)% | | Weight per shipment | 843 | 821 | 2.7% | | Revenue per hundredweight, ex fuel | $24.82 | $24.38 | 1.8% | [Omni Logistics](index=6&type=section&id=Omni%20Logistics%20Segment%20Information) Omni Logistics revenue increased 5.3% to $328.3 million, with income from operations at $7.2 million, a significant recovery from prior year's impairment loss Omni Logistics Financials (in thousands) | Metric | Q2 2025 (Thousands) | Q2 2024 (Thousands) | Percent Change | | :--- | :--- | :--- | :--- | | Operating revenue | $328,316 | $311,856 | 5.3% | | Income (loss) from operations | $7,186 | $(1,105,871) | 100.6% | | Operating Margin | 2.2% | (354.6)% | N/A | [Intermodal](index=7&type=section&id=Intermodal%20Segment%20Information) Intermodal revenue remained flat at $59.1 million, but income from operations decreased 17.0% to $4.4 million, with operating margin contracting to 7.5% Intermodal Financials (in thousands) | Metric | Q2 2025 (Thousands) | Q2 2024 (Thousands) | Percent Change | | :--- | :--- | :--- | :--- | | Operating revenue | $59,146 | $59,299 | (0.3)% | | Income from operations | $4,415 | $5,317 | (17.0)% | | Operating Margin | 7.5% | 9.0% | -1.5 ppt | Intermodal Operating Statistics | Metric | Q2 2025 | Q2 2024 | Percent Change | | :--- | :--- | :--- | :--- | | Drayage shipments | 62,313 | 64,877 | (4.0)% | | Drayage revenue per shipment | $862 | $826 | 4.4% | [Non-GAAP Financial Measures](index=11&type=section&id=Non-GAAP%20Financial%20Measures) [Reconciliation of Non-GAAP Measures](index=11&type=section&id=Reconciliation%20of%20Non-GAAP%20Measures) Reconciliations show Q2 2025 Consolidated EBITDA at $73.8 million and free cash flow at negative $17.2 million, providing adjusted performance insights Reconciliation of Net Loss to Consolidated EBITDA (in thousands) | Line Item | Q2 2025 (Thousands) | Q2 2024 (Thousands) | | :--- | :--- | :--- | | Net loss from continuing operations | $(20,364) | $(966,471) | | Interest expense | 45,326 | 47,265 | | Income tax (benefit) expense | (16,749) | (174,942) | | Depreciation and amortization | 36,806 | 48,639 | | **Reported EBITDA** | **45,019** | **(1,045,509)** | | Impairment of goodwill | — | 1,092,714 | | Other Adjustments | 28,794 | 41,792 | | **Consolidated EBITDA** | **$73,813** | **$88,997** | Reconciliation of Net Cash from Operating Activities to Free Cash Flow (in thousands) | Line Item | Q2 2025 (Thousands) | Q2 2024 (Thousands) | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $(13,217) | $(45,200) | | Proceeds from sale of property and equipment | 804 | 557 | | Purchases of property and equipment | (4,744) | (14,426) | | **Free cash flow** | **$(17,157)** | **$(59,069)** | [Other Information](index=13&type=section&id=Other%20Information) [Forward-Looking Statements](index=13&type=section&id=Note%20Regarding%20Forward-Looking%20Statements) This section outlines standard disclaimers for forward-looking statements, detailing risks that could cause actual results to differ materially - Forward-looking statements in the release relate to long-term growth, synergy capture from the Omni Logistics acquisition, and expectations for financial performance[35](index=35&type=chunk) - Key risks that could cause actual results to differ include economic factors (recessions, inflation), challenges with the Omni Logistics integration, a continued weak freight environment, and competition[36](index=36&type=chunk)

Core Insights - Forward Air (FWRD) is projected to report a quarterly loss of -$0.17 per share, marking a significant increase of 99.3% compared to the same period last year [1] - Analysts forecast revenues of $637.67 million, reflecting a slight decline of 0.9% year over year [1] - There has been no revision in the consensus EPS estimate for the quarter over the past 30 days, indicating stability in analysts' projections [1] Revenue Estimates - 'Operating Revenues- Expedited Freight' is expected to be $271.50 million, showing a year-over-year decline of 6.8% [4] - 'Operating Revenues- Omni Logistics' is projected to reach $331.60 million, indicating a year-over-year increase of 6.3% [4] - 'Operating Revenues- Intermodal' is anticipated to be $64.30 million, reflecting a year-over-year growth of 8.4% [4] Stock Performance - Forward Air shares have increased by 8.1% over the past month, outperforming the Zacks S&P 500 composite, which rose by 1.2% [5] - The company holds a Zacks Rank 2 (Buy), suggesting it is expected to outperform the overall market in the near future [5]

Company Overview - Forward Air (FWRD) shares increased by 9.5% to $30.45 in the last trading session, with a notable trading volume, and have gained 24.3% over the past four weeks [1] - The company is a contractor for the air cargo industry and is expected to report a quarterly loss of $0.17 per share, reflecting a year-over-year change of +99.3%, with revenues projected at $637.67 million, down 0.9% from the previous year [2] Earnings Estimates - The consensus EPS estimate for Forward Air has remained unchanged over the last 30 days, indicating that stock price movements may not sustain without trends in earnings estimate revisions [3] - The stock currently holds a Zacks Rank 2 (Buy), suggesting positive sentiment among analysts [4] Industry Context - Forward Air operates within the Zacks Transportation - Truck industry, where another company, ArcBest (ARCB), saw a 1.7% increase in its stock price, closing at $83.29, with a 10.4% return over the past month [4] - ArcBest's consensus EPS estimate has decreased by 5.7% over the past month to $1.46, representing a year-over-year change of -26.3%, and it currently holds a Zacks Rank of 3 (Hold) [5]