Reports Highest Quarterly Operating Revenue in Company History
Expedited Freight Segment Leads Strong Results with Best Operating Revenue, Operating Income, Reported EBITDA and Margin in Last Two and a Half Years
Liquidity Remains Robust at $401 Million
Forward Air Corporation (NASDAQ:FWRD) (the “Company,” “Forward,” “we,” “our,” or “us”) today reported financial results for the three months ended June 30, 2026, as presented in the tables below.
“We are pleased to deliver another solid quarter and we are seeing momentum from our transformational efforts, combined with an improving freight market,” said Shawn Stewart, President and Chief Executive Officer. “This contributed to reporting $673 million in consolidated operating revenue, which is the best in Forward Air Corporation’s history. Consolidated EBITDA for the quarter was $93 million, an improvement of $14 million, compared to $79 million a year ago.
“On a segment basis, the Expedited Freight segment made significant strides and reported its best operating revenue, operating income, Reported EBITDA and margin in the last two and a half years. The Omni Logistics segment saw an increase in demand for its contract logistics and air and ocean services and, excluding the impact of goodwill impairment, achieved its best Reported EBITDA and margin since the transaction in early 2024. Finally, the Intermodal segment had its best Reported EBITDA result in five quarters and best margin in six quarters. We believe the Intermodal segment is beginning to see the benefits of a strong pipeline and recently enacted strategic rate increases to several accounts.
“Our overall performance demonstrates the strength of our strategy, our portfolio of logistics offerings across a spectrum of services and the commitment and resilience of our team. As market conditions continue to improve, we remain focused on executing our plan and delivering sustainable, long-term value for our stakeholders,” concluded Stewart.
Jamie Pierson, Chief Financial Officer, added, “We reported consolidated operating revenue of $673 million in the second quarter compared to $619 million a year ago. In the second quarter, we reported an operating loss of $201 million that included a non-cash goodwill impairment charge of $244 million related to the Omni Logistics segment. Operating income, excluding the goodwill impairment charge, was $43 million, which is more than double the $20 million in operating income we reported in the second quarter last year.
“On a last twelve months basis Consolidated EBITDA, a non-GAAP measure calculated pursuant to our Term Loan Credit Agreement, was $319 million.
“Liquidity remained very strong at $401 million at the end of the second quarter comprised of $139 million in cash and $261 million of availability under our credit facility. This is in line with where we ended the first quarter 2026 and an improvement of $33 million compared to $368 million in total liquidity at the end of the second quarter 2025,” concluded Pierson.
|
Three Months Ended June 30, |
|
|
|
|
|||||||||
(in thousands, except per share data) |
2026 |
|
2025 |
|
$ Change |
|
% Change |
|||||||
Operating revenues |
$ |
673,036 |
|
|
$ |
618,844 |
|
|
$ |
54,192 |
|
|
8.8 |
% |
Operating (loss) income |
$ |
(201,312 |
) |
|
$ |
19,522 |
|
|
$ |
(220,834 |
) |
|
nm |
|
Operating margin |
|
(29.9 |
)% |
|
|
3.2 |
% |
|
(3,310) bps |
|||||
|
|
|
|
|
|
|
|
|||||||
Loss from continuing operations |
$ |
(243,856 |
) |
|
$ |
(20,364 |
) |
|
$ |
(223,492 |
) |
|
nm |
|
Net loss from continuing per diluted share |
$ |
(6.33 |
) |
|
$ |
(0.41 |
) |
|
$ |
(5.92 |
) |
|
nm |
|
Net cash (used in) provided by operating activities |
$ |
(4,883 |
) |
|
$ |
(13,217 |
) |
|
$ |
8,334 |
|
|
63.1 |
% |
|
|
|
|
|
|
|
|
|||||||
Non-GAAP Financial Measures: (1) |
|
|
|
|
|
|
|
|||||||
Consolidated EBITDA |
$ |
92,985 |
|
|
$ |
79,081 |
|
|
$ |
13,904 |
|
|
17.6 |
% |
Adjusted operating income |
$ |
42,694 |
|
|
$ |
19,522 |
|
|
$ |
23,172 |
|
|
118.7 |
% |
Free cash flow |
$ |
(6,971 |
) |
|
$ |
(17,157 |
) |
|
$ |
10,186 |
|
|
59.4 |
% |
| (1) Reconciliation of these non-GAAP financial measures are provided below the financial tables. | |
| nm = not meaningful | |
Review of Financial Results
Forward Air will hold a conference call to discuss second quarter 2026 results on Wednesday, August 5 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 ir.forwardaircorp.com, or by dialing (800) 579-2543, Access Code: FWRDQ226.
A replay of the conference call will be available on the Investor Relations portion of the Company’s website at ir.forwardaircorp.com, 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 Latin America. 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 www.forwardair.com.
Forward Air Corporation |
|||||||||||||||
Condensed Consolidated Statements of Operations |
|||||||||||||||
(unaudited and in thousands, except per share amounts) |
|||||||||||||||
|
Three Months Ended |
|
Six Months Ended |
||||||||||||
|
June 30, |
|
June 30, |
||||||||||||
|
2026 |
|
2025 |
|
2026 |
|
2025 |
||||||||
Operating revenues: |
|
|
|
|
|
|
|
||||||||
Expedited Freight |
$ |
319,062 |
|
|
$ |
257,696 |
|
|
$ |
591,769 |
|
|
$ |
507,077 |
|
Omni Logistics |
|
338,547 |
|
|
|
328,316 |
|
|
|
640,965 |
|
|
|
651,786 |
|
Intermodal |
|
59,724 |
|
|
|
59,146 |
|
|
|
112,816 |
|
|
|
121,638 |
|
Corporate and Eliminations |
|
(44,297 |
) |
|
|
(26,314 |
) |
|
|
(90,468 |
) |
|
|
(48,376 |
) |
Operating revenues |
|
673,036 |
|
|
|
618,844 |
|
|
|
1,255,082 |
|
|
|
1,232,125 |
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses: |
|
|
|
|
|
|
|
||||||||
Purchased transportation |
|
335,892 |
|
|
|
303,300 |
|
|
|
619,669 |
|
|
|
607,562 |
|
Salaries, wages and employee benefits |
|
130,040 |
|
|
|
145,490 |
|
|
|
245,616 |
|
|
|
287,405 |
|
Operating leases |
|
50,252 |
|
|
|
49,505 |
|
|
|
99,965 |
|
|
|
98,298 |
|
Depreciation and amortization |
|
38,262 |
|
|
|
36,806 |
|
|
|
76,783 |
|
|
|
74,166 |
|
Insurance and claims |
|
13,678 |
|
|
|
15,536 |
|
|
|
27,176 |
|
|
|
30,542 |
|
Fuel expense |
|
6,644 |
|
|
|
5,278 |
|
|
|
11,571 |
|
|
|
10,927 |
|
Other operating expenses |
|
55,574 |
|
|
|
43,407 |
|
|
|
111,167 |
|
|
|
98,940 |
|
Impairment of goodwill |
|
244,006 |
|
|
|
— |
|
|
|
244,006 |
|
|
|
— |
|
Total operating expenses |
|
874,348 |
|
|
|
599,322 |
|
|
|
1,435,953 |
|
|
|
1,207,840 |
|
|
|
|
|
|
|
|
|
||||||||
Operating (loss) income: |
|
|
|
|
|
|
|
||||||||
Expedited Freight |
|
34,893 |
|
|
|
19,495 |
|
|
|
54,939 |
|
|
|
35,129 |
|
Omni Logistics |
|
(230,010 |
) |
|
|
7,186 |
|
|
|
(229,280 |
) |
|
|
10,561 |
|
Intermodal |
|
6,101 |
|
|
|
4,415 |
|
|
|
7,325 |
|
|
|
9,957 |
|
Corporate and Eliminations |
|
(12,296 |
) |
|
|
(11,574 |
) |
|
|
(13,855 |
) |
|
|
(31,362 |
) |
Operating (loss) income |
|
(201,312 |
) |
|
|
19,522 |
|
|
|
(180,871 |
) |
|
|
24,285 |
|
|
|
|
|
|
|
|
|
||||||||
Other income and expenses: |
|
|
|
|
|
|
|
||||||||
Interest expense, net |
|
(43,721 |
) |
|
|
(45,326 |
) |
|
|
(87,308 |
) |
|
|
(90,873 |
) |
Foreign exchange (loss) gain |
|
(566 |
) |
|
|
(4,653 |
) |
|
|
1,132 |
|
|
|
(5,575 |
) |
Other income (expense), net |
|
1,569 |
|
|
|
(6,656 |
) |
|
|
(15,388 |
) |
|
|
(6,552 |
) |
Total other expense |
|
(42,718 |
) |
|
|
(56,635 |
) |
|
|
(101,564 |
) |
|
|
(103,000 |
) |
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations before income taxes |
|
(244,030 |
) |
|
|
(37,113 |
) |
|
|
(282,435 |
) |
|
|
(78,715 |
) |
Income tax (benefit) expense |
|
(174 |
) |
|
|
(16,749 |
) |
|
|
1,619 |
|
|
|
2,840 |
|
Loss from continuing operations |
|
(243,856 |
) |
|
|
(20,364 |
) |
|
|
(284,054 |
) |
|
|
(81,555 |
) |
Loss from discontinued operations, net of tax |
|
(2,075 |
) |
|
|
— |
|
|
|
(2,075 |
) |
|
|
— |
|
Net loss |
|
(245,931 |
) |
|
|
(20,364 |
) |
|
|
(286,129 |
) |
|
|
(81,555 |
) |
Net loss attributable to noncontrolling interest |
|
(38,631 |
) |
|
|
(7,781 |
) |
|
|
(44,510 |
) |
|
|
(18,335 |
) |
Net loss attributable to Forward Air |
$ |
(207,300 |
) |
|
$ |
(12,583 |
) |
|
$ |
(241,619 |
) |
|
$ |
(63,220 |
) |
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net loss per share attributable to Forward Air: |
|
|
|
|
|
|
|
||||||||
Continuing operations |
$ |
(6.33 |
) |
|
$ |
(0.41 |
) |
|
$ |
(7.49 |
) |
|
$ |
(2.09 |
) |
Discontinued operations |
|
(0.05 |
) |
|
|
— |
|
|
|
(0.05 |
) |
|
|
— |
|
Net loss per basic and diluted share |
$ |
(6.38 |
) |
|
$ |
(0.41 |
) |
|
$ |
(7.54 |
) |
|
$ |
(2.09 |
) |
Expedited Freight Segment Information and Operating Statistics |
||||||||||||||||||
(unaudited and in thousands, except per shipment and per hundredweight) |
||||||||||||||||||
|
Three Months Ended June 30, |
|
|
|
|
|||||||||||||
|
2026 |
|
% of Revenue |
|
2025 |
|
% of Revenue |
|
$ Change |
|
% Change |
|||||||
Operating revenues: |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Network (1) |
$ |
225,971 |
|
70.8 |
% |
|
$ |
193,829 |
|
75.2 |
% |
|
$ |
32,142 |
|
|
16.6 |
% |
Truckload |
|
69,237 |
|
21.7 |
% |
|
|
42,636 |
|
16.5 |
% |
|
|
26,601 |
|
|
62.4 |
% |
Other |
|
23,854 |
|
7.5 |
% |
|
|
21,231 |
|
8.3 |
% |
|
|
2,623 |
|
|
12.4 |
% |
Total operating revenues |
|
319,062 |
|
100.0 |
% |
|
|
257,696 |
|
100.0 |
% |
|
|
61,366 |
|
|
23.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Purchased transportation |
|
167,936 |
|
52.6 |
% |
|
|
124,448 |
|
48.3 |
% |
|
|
43,488 |
|
|
34.9 |
% |
Salaries, wages and employee benefits |
|
57,568 |
|
18.0 |
% |
|
|
53,938 |
|
20.9 |
% |
|
|
3,630 |
|
|
6.7 |
% |
Operating leases |
|
16,416 |
|
5.1 |
% |
|
|
17,355 |
|
6.7 |
% |
|
|
(939 |
) |
|
(5.4 |
)% |
Depreciation and amortization |
|
8,495 |
|
2.7 |
% |
|
|
10,357 |
|
4.0 |
% |
|
|
(1,862 |
) |
|
(18.0 |
)% |
Insurance and claims |
|
10,018 |
|
3.1 |
% |
|
|
10,693 |
|
4.1 |
% |
|
|
(675 |
) |
|
(6.3 |
)% |
Fuel expense |
|
3,668 |
|
1.1 |
% |
|
|
2,518 |
|
1.0 |
% |
|
|
1,150 |
|
|
45.7 |
% |
Other operating expenses |
|
20,068 |
|
6.5 |
% |
|
|
18,892 |
|
7.4 |
% |
|
|
1,176 |
|
|
6.2 |
% |
Total operating expenses |
|
284,169 |
|
89.1 |
% |
|
|
238,201 |
|
92.4 |
% |
|
|
45,968 |
|
|
19.3 |
% |
Operating income |
$ |
34,893 |
|
10.9 |
% |
|
$ |
19,495 |
|
7.6 |
% |
|
$ |
15,398 |
|
|
79.0 |
% |
|
|
|||
(1) |
Network revenue is comprised of all revenue, including linehaul, pickup and/or delivery, and fuel surcharge revenue, excluding accessorial and Truckload revenue. | |||
|
Three Months Ended |
|
|
|||||
|
June 30, |
|
|
|||||
|
2026 |
|
2025 |
|
% Change |
|||
Business days |
|
64 |
|
|
64 |
|
— |
% |
|
|
|
|
|
|
|||
Tonnage (1) |
|
|
|
|
|
|||
Total pounds |
|
665,073 |
|
|
623,394 |
|
6.7 |
% |
Pounds per day |
|
10,392 |
|
|
9,741 |
|
6.7 |
% |
|
|
|
|
|
|
|||
Shipments (1) |
|
|
|
|
|
|||
Total shipments |
|
749 |
|
|
739 |
|
1.4 |
% |
Shipments per day |
|
11.7 |
|
|
11.5 |
|
1.7 |
% |
|
|
|
|
|
|
|||
Weight per shipment |
|
888 |
|
|
843 |
|
5.3 |
% |
|
|
|
|
|
|
|||
Revenue per hundredweight (2) |
$ |
33.98 |
|
$ |
31.09 |
|
9.3 |
% |
Revenue per hundredweight, ex fuel (2) |
$ |
24.26 |
|
$ |
24.82 |
|
(2.3 |
)% |
|
|
|
|
|
|
|||
Revenue per shipment (2) |
$ |
301.75 |
|
$ |
261.82 |
|
15.3 |
% |
Revenue per shipment, ex fuel (2) |
$ |
215.41 |
|
$ |
209.24 |
|
2.9 |
% |
|
|
|||
| (1) | Excludes accessorial and Truckload products. |
|||
| (2) | Includes intercompany revenue between the Network and Truckload revenue streams. |
|||
Omni Logistics Segment Information |
|||||||||||||||||||
(unaudited and in thousands) |
|||||||||||||||||||
|
Three Months Ended June 30, |
|
|
|
|
||||||||||||||
|
2026 |
|
% of Revenue |
|
2025 |
|
% of Revenue |
|
$ Change |
|
% Change |
||||||||
Operating revenues: |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ground |
$ |
132,854 |
|
|
39.2 |
% |
|
$ |
155,430 |
|
47.3 |
% |
|
$ |
(22,576 |
) |
|
(14.5 |
)% |
Contract Logistics |
|
112,332 |
|
|
33.2 |
% |
|
|
97,469 |
|
29.7 |
% |
|
|
14,863 |
|
|
15.2 |
% |
Air and Ocean |
|
93,361 |
|
|
27.6 |
% |
|
|
75,417 |
|
23.0 |
% |
|
|
17,944 |
|
|
23.8 |
% |
Total operating revenues |
|
338,547 |
|
|
100.0 |
% |
|
|
328,316 |
|
100.0 |
% |
|
|
10,231 |
|
|
3.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Purchased transportation |
|
190,166 |
|
|
56.2 |
% |
|
|
185,040 |
|
56.4 |
% |
|
|
5,126 |
|
|
2.8 |
% |
Salaries, wages and employee benefits |
|
62,226 |
|
|
18.4 |
% |
|
|
61,584 |
|
18.8 |
% |
|
|
642 |
|
|
1.0 |
% |
Operating leases |
|
27,466 |
|
|
8.1 |
% |
|
|
25,686 |
|
7.8 |
% |
|
|
1,780 |
|
|
6.9 |
% |
Depreciation and amortization |
|
23,878 |
|
|
7.1 |
% |
|
|
22,419 |
|
6.8 |
% |
|
|
1,459 |
|
|
6.5 |
% |
Insurance and claims |
|
276 |
|
|
0.1 |
% |
|
|
1,248 |
|
0.4 |
% |
|
|
(972 |
) |
|
(77.9 |
)% |
Fuel expense |
|
457 |
|
|
0.1 |
% |
|
|
888 |
|
0.3 |
% |
|
|
(431 |
) |
|
(48.5 |
)% |
Other operating expenses |
|
20,082 |
|
|
5.9 |
% |
|
|
24,265 |
|
7.4 |
% |
|
|
(4,183 |
) |
|
(17.2 |
)% |
Impairment of goodwill |
|
244,006 |
|
|
72.1 |
% |
|
|
— |
|
— |
% |
|
|
244,006 |
|
|
nm |
|
Total operating expenses |
|
568,557 |
|
|
167.9 |
% |
|
|
321,130 |
|
97.8 |
% |
|
|
247,427 |
|
|
77.0 |
% |
Operating (loss) income |
$ |
(230,010 |
) |
|
(67.9 |
)% |
|
$ |
7,186 |
|
2.2 |
% |
|
$ |
(237,196 |
) |
|
nm |
|
nm = not meaningful |
Intermodal Segment Information |
||||||||||||||||||
(unaudited and in thousands) |
||||||||||||||||||
|
Three Months Ended June 30, |
|
|
|
|
|||||||||||||
|
2026 |
|
% of Revenue |
|
2025 |
|
% of Revenue |
|
$ Change |
|
% Change |
|||||||
Operating revenues |
$ |
59,724 |
|
100.0 |
% |
|
$ |
59,146 |
|
100.0 |
% |
|
$ |
578 |
|
|
1.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Purchased transportation |
|
22,087 |
|
37.0 |
% |
|
|
20,049 |
|
33.9 |
% |
|
|
2,038 |
|
|
10.2 |
% |
Salaries, wages and employee benefits |
|
13,783 |
|
23.1 |
% |
|
|
15,385 |
|
26.0 |
% |
|
|
(1,602 |
) |
|
(10.4 |
)% |
Operating leases |
|
6,100 |
|
10.2 |
% |
|
|
5,336 |
|
9.0 |
% |
|
|
764 |
|
|
14.3 |
% |
Depreciation and amortization |
|
3,882 |
|
6.5 |
% |
|
|
4,502 |
|
7.6 |
% |
|
|
(620 |
) |
|
(13.8 |
)% |
Insurance and claims |
|
1,799 |
|
3.0 |
% |
|
|
3,147 |
|
5.3 |
% |
|
|
(1,348 |
) |
|
(42.8 |
)% |
Fuel expense |
|
2,541 |
|
4.3 |
% |
|
|
1,857 |
|
3.1 |
% |
|
|
684 |
|
|
36.8 |
% |
Other operating expenses |
|
3,431 |
|
5.7 |
% |
|
|
4,455 |
|
7.6 |
% |
|
|
(1,024 |
) |
|
(23.0 |
)% |
Total operating expenses |
|
53,623 |
|
89.8 |
% |
|
|
54,731 |
|
92.5 |
% |
|
|
(1,108 |
) |
|
(2.0 |
)% |
Operating income |
$ |
6,101 |
|
10.2 |
% |
|
$ |
4,415 |
|
7.5 |
% |
|
$ |
1,686 |
|
|
38.2 |
% |
|
Three Months Ended |
|
|
|||||
|
June 30, |
|
|
|||||
|
2026 |
|
2025 |
|
% Change |
|||
Drayage shipments |
|
61,909 |
|
|
62,313 |
|
(0.6 |
)% |
Drayage revenue per shipment |
$ |
942 |
|
$ |
862 |
|
9.3 |
% |
Forward Air Corporation |
|||||||
Condensed Consolidated Balance Sheets |
|||||||
(unaudited and in thousands) |
|||||||
|
June 30, 2026 |
|
December 31, 2025 |
||||
ASSETS |
|
|
|
||||
Current assets: |
|
|
|
||||
Cash and cash equivalents |
$ |
139,448 |
|
|
$ |
105,996 |
|
Accounts receivable, net |
|
369,469 |
|
|
|
343,559 |
|
Other receivables |
|
6,104 |
|
|
|
6,147 |
|
Prepaid expenses |
|
26,465 |
|
|
|
28,045 |
|
Other current assets |
|
41,630 |
|
|
|
37,254 |
|
Total current assets |
|
583,116 |
|
|
|
521,001 |
|
Property and equipment, net |
|
274,670 |
|
|
|
297,882 |
|
Operating lease right-of-use assets |
|
361,426 |
|
|
|
412,535 |
|
Goodwill |
|
278,706 |
|
|
|
522,712 |
|
Other intangible assets, net |
|
860,915 |
|
|
|
906,791 |
|
Other long-term assets |
|
52,012 |
|
|
|
58,023 |
|
Total assets |
$ |
2,410,845 |
|
|
$ |
2,718,944 |
|
LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY |
|
|
|
||||
Current liabilities: |
|
|
|
||||
Accounts payable |
$ |
118,651 |
|
|
$ |
121,752 |
|
Accrued expenses |
|
118,551 |
|
|
|
114,422 |
|
Other current liabilities |
|
81,911 |
|
|
|
69,130 |
|
Current portion of finance lease obligations |
|
14,961 |
|
|
|
15,995 |
|
Current portion of operating lease liabilities |
|
107,497 |
|
|
|
107,026 |
|
Total current liabilities |
|
441,571 |
|
|
|
428,325 |
|
Long-term debt |
|
1,693,340 |
|
|
|
1,687,248 |
|
Liabilities under Tax Receivable Agreement |
|
26,794 |
|
|
|
11,548 |
|
Finance lease obligations, less current portion |
|
16,804 |
|
|
|
22,387 |
|
Operating lease liabilities, less current portion |
|
277,379 |
|
|
|
327,011 |
|
Deferred income taxes |
|
24,358 |
|
|
|
27,221 |
|
Other long-term liabilities |
|
53,265 |
|
|
|
53,540 |
|
Total liabilities |
|
2,533,511 |
|
|
|
2,557,280 |
|
Shareholders' (deficit) equity: |
|
|
|
||||
Preferred stock |
|
— |
|
|
|
— |
|
Common stock |
|
337 |
|
|
|
313 |
|
Additional paid-in capital |
|
575,818 |
|
|
|
559,551 |
|
Accumulated deficit |
|
(690,324 |
) |
|
|
(447,100 |
) |
Accumulated other comprehensive income |
|
(1,261 |
) |
|
|
580 |
|
Total Forward Air shareholders' (deficit) equity |
|
(115,430 |
) |
|
|
113,344 |
|
Noncontrolling interest |
|
(7,236 |
) |
|
|
48,320 |
|
Total shareholders' (deficit) equity |
|
(122,666 |
) |
|
|
161,664 |
|
Total liabilities and shareholders' (deficit) equity |
$ |
2,410,845 |
|
|
$ |
2,718,944 |
|
Forward Air Corporation |
|||||||||||||||
Condensed Consolidated Statements of Cash Flows |
|||||||||||||||
(unaudited and in thousands) |
|||||||||||||||
|
Three Months Ended |
|
Six Months Ended |
||||||||||||
|
June 30, |
|
June 30, |
||||||||||||
|
2026 |
|
2025 |
|
2026 |
|
2025 |
||||||||
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
||||||||
Net loss |
$ |
(245,931 |
) |
|
$ |
(20,364 |
) |
|
$ |
(286,129 |
) |
|
$ |
(81,555 |
) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |
|
|
|
|
|
|
|
||||||||
Depreciation and amortization |
|
38,262 |
|
|
|
36,806 |
|
|
|
76,783 |
|
|
|
74,166 |
|
Impairment of goodwill |
|
244,006 |
|
|
|
— |
|
|
|
244,006 |
|
|
|
— |
|
Share-based compensation expense |
|
491 |
|
|
|
4,711 |
|
|
|
4,032 |
|
|
|
7,669 |
|
Change in Tax Receivable Agreement liability |
|
(1,219 |
) |
|
|
6,864 |
|
|
|
15,488 |
|
|
|
6,864 |
|
Deferred income tax benefit |
|
(604 |
) |
|
|
(1,933 |
) |
|
|
(2,774 |
) |
|
|
(4,725 |
) |
Non-cash interest expense |
|
3,654 |
|
|
|
3,473 |
|
|
|
7,227 |
|
|
|
6,846 |
|
Gain on sale of business |
|
(3,649 |
) |
|
|
— |
|
|
|
(3,649 |
) |
|
|
— |
|
Other |
|
1,774 |
|
|
|
1,326 |
|
|
|
4,191 |
|
|
|
2,399 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
||||||||
Accounts receivable |
|
(46,494 |
) |
|
|
4,200 |
|
|
|
(36,020 |
) |
|
|
(16,945 |
) |
Other receivables |
|
(2,551 |
) |
|
|
743 |
|
|
|
(499 |
) |
|
|
309 |
|
Other current and noncurrent assets |
|
4,029 |
|
|
|
8,952 |
|
|
|
932 |
|
|
|
9,719 |
|
Accounts payable, accrued expenses and other current liabilities |
|
3,349 |
|
|
|
(57,995 |
) |
|
|
17,267 |
|
|
|
9,651 |
|
Net cash (used in) provided by operating activities |
|
(4,883 |
) |
|
|
(13,217 |
) |
|
|
40,855 |
|
|
|
14,398 |
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
||||||||
Proceeds from sale of property and equipment |
|
1,125 |
|
|
|
804 |
|
|
|
2,553 |
|
|
|
1,495 |
|
Purchases of property and equipment |
|
(3,213 |
) |
|
|
(4,744 |
) |
|
|
(10,159 |
) |
|
|
(16,650 |
) |
Proceeds from sale of business, net |
|
8,739 |
|
|
|
— |
|
|
|
8,739 |
|
|
|
— |
|
Other |
|
— |
|
|
|
55 |
|
|
|
— |
|
|
|
31 |
|
Net cash provided by (used in) investing activities |
|
6,651 |
|
|
|
(3,885 |
) |
|
|
1,133 |
|
|
|
(15,124 |
) |
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
||||||||
Repayments of finance lease obligations |
|
(4,149 |
) |
|
|
(4,945 |
) |
|
|
(8,374 |
) |
|
|
(9,376 |
) |
Proceeds from borrowings under credit facility |
|
— |
|
|
|
60,000 |
|
|
|
— |
|
|
|
85,000 |
|
Repayments of borrowings under credit facility |
|
— |
|
|
|
(60,000 |
) |
|
|
— |
|
|
|
(85,000 |
) |
Proceeds from common stock issued under employee stock purchase plan |
|
734 |
|
|
|
434 |
|
|
|
734 |
|
|
|
434 |
|
Payment of minimum tax withholdings on share-based awards and other |
|
(120 |
) |
|
|
(107 |
) |
|
|
(805 |
) |
|
|
(1,001 |
) |
Net cash used in financing activities |
|
(3,535 |
) |
|
|
(4,618 |
) |
|
|
(8,445 |
) |
|
|
(9,943 |
) |
Effect of exchange rate changes on cash |
|
193 |
|
|
|
353 |
|
|
|
(91 |
) |
|
|
710 |
|
NET CHANGE IN CASH, CASH EQUIVALENTS, RESTRICTED CASH AND RESTRICTED CASH EQUIVALENTS |
|
(1,574 |
) |
|
|
(21,367 |
) |
|
|
33,452 |
|
|
|
(9,959 |
) |
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period |
|
141,022 |
|
|
|
116,674 |
|
|
|
105,996 |
|
|
|
105,266 |
|
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period |
$ |
139,448 |
|
|
$ |
95,307 |
|
|
$ |
139,448 |
|
|
$ |
95,307 |
|
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 United States generally accepted accounting principles (“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, 2026 and 2025, this press release contains the following non-GAAP financial measures: earnings before interest, taxes, depreciation and amortization for each segment (“Reported EBITDA”), Consolidated EBITDA, Adjusted Operating Income and free cash flow.
All non-GAAP financial measures are presented on a continuing operations basis.
The Company believes that Reported 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 GAAP financial measures and the reconciliations of the non-GAAP measures to their most directly comparable GAAP measures set forth below.
The following is a reconciliation of net loss to Consolidated EBITDA:
|
Three Months Ended |
|
Six Months Ended |
|
Last Twelve Months |
||||||||||||||
|
June 30, |
|
June 30, |
|
|||||||||||||||
(in thousands) |
2026 |
|
2025 |
|
2026 |
|
2025 |
|
June 30, 2026 |
||||||||||
Net loss |
$ |
(245,931 |
) |
|
$ |
(20,364 |
) |
|
$ |
(286,129 |
) |
|
$ |
(81,555 |
) |
|
$ |
(346,299 |
) |
Interest expense, net |
|
43,721 |
|
|
|
45,326 |
|
|
|
87,308 |
|
|
|
90,873 |
|
|
|
177,182 |
|
Income tax (benefit) expense |
|
(174 |
) |
|
|
(16,749 |
) |
|
|
1,619 |
|
|
|
2,840 |
|
|
|
(6,693 |
) |
Depreciation and amortization |
|
38,262 |
|
|
|
36,806 |
|
|
|
76,783 |
|
|
|
74,166 |
|
|
|
155,255 |
|
Reported EBITDA |
|
(164,122 |
) |
|
|
45,019 |
|
|
|
(120,419 |
) |
|
|
86,324 |
|
|
|
(20,555 |
) |
Impairment of goodwill |
|
244,006 |
|
|
|
— |
|
|
|
244,006 |
|
|
|
— |
|
|
|
244,006 |
|
Loss from discontinued operations, net of tax |
|
2,075 |
|
|
|
— |
|
|
|
2,075 |
|
|
|
— |
|
|
|
2,075 |
|
Transaction and integration costs |
|
4,709 |
|
|
|
5,949 |
|
|
|
7,523 |
|
|
|
19,875 |
|
|
|
19,097 |
|
Severance costs |
|
1,114 |
|
|
|
830 |
|
|
|
1,654 |
|
|
|
2,404 |
|
|
|
4,993 |
|
Change in Tax Receivable Agreement liability |
|
(1,219 |
) |
|
|
6,864 |
|
|
|
15,488 |
|
|
|
6,864 |
|
|
|
6,878 |
|
Optimization project costs |
|
152 |
|
|
|
691 |
|
|
|
152 |
|
|
|
1,722 |
|
|
|
20,840 |
|
Gain on disposition of business, net |
|
(2,874 |
) |
|
|
— |
|
|
|
(2,874 |
) |
|
|
— |
|
|
|
(2,874 |
) |
Proforma savings |
|
— |
|
|
|
4,352 |
|
|
|
— |
|
|
|
8,704 |
|
|
|
5,413 |
|
Proforma dispositions |
|
1,078 |
|
|
|
953 |
|
|
|
1,498 |
|
|
|
864 |
|
|
|
612 |
|
Other |
|
8,066 |
|
|
|
14,423 |
|
|
|
14,680 |
|
|
|
25,546 |
|
|
|
38,079 |
|
Consolidated EBITDA |
$ |
92,985 |
|
|
$ |
79,081 |
|
|
$ |
163,783 |
|
|
$ |
152,303 |
|
|
$ |
318,564 |
|
The following is a reconciliation of operating (loss) income to operating income, excluding the goodwill impairment charge, or adjusted operating income:
|
Three Months Ended |
|
Six Months Ended |
||||||||||
|
June 30, |
|
June 30, |
||||||||||
(in thousands) |
2026 |
|
2025 |
|
2026 |
|
2025 |
||||||
Operating (loss) income |
$ |
(201,312 |
) |
|
$ |
19,522 |
|
$ |
(180,871 |
) |
|
$ |
24,285 |
Impairment of goodwill |
|
244,006 |
|
|
|
— |
|
|
244,006 |
|
|
|
— |
Adjusted operating income |
$ |
42,694 |
|
|
$ |
19,522 |
|
$ |
63,135 |
|
|
$ |
24,285 |
The following is a reconciliation of net cash (used in) provided by operating activities to free cash flow:
|
Three Months Ended |
|
Six Months Ended |
||||||||||||
|
June 30, |
|
June 30, |
||||||||||||
(in thousands) |
2026 |
|
2025 |
|
2026 |
|
2025 |
||||||||
Net cash (used in) provided by operating activities |
$ |
(4,883 |
) |
|
$ |
(13,217 |
) |
|
$ |
40,855 |
|
|
$ |
14,398 |
|
Proceeds from sale of property and equipment |
|
1,125 |
|
|
|
804 |
|
|
|
2,553 |
|
|
|
1,495 |
|
Purchases of property and equipment |
|
(3,213 |
) |
|
|
(4,744 |
) |
|
|
(10,159 |
) |
|
|
(16,650 |
) |
Free cash flow |
$ |
(6,971 |
) |
|
$ |
(17,157 |
) |
|
$ |
33,249 |
|
|
$ |
(757 |
) |
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 management’s expectations regarding: the Company’s beliefs regarding the Intermodal segment and changing market conditions.
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. 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 risk of customer loss, the risk of management and employee loss, 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, market acceptance of our service offerings, 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, 2025, 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 any forward-looking statement, 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.
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Contacts
Investors:
Tony Carreño
investorrelations@forwardair.com
Media:
Hannah Weeg
HWeeg@forwardair.com
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