Open the filing on EDGARFORWARD AIR CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR 2025 RESULTS
Omni Segment Reports Another Strong Quarter with Best Results Since the Acquisition
Expedited Freight Segment’s Quarterly Results Significantly Improved Year Over Year
Ended 2025 in a Solid Liquidity Position
DALLAS - (BUSINESS WIRE) - February 23, 2026 - Forward Air Corporation (NASDAQ:FWRD) (the “Company”, “we”, “our”, or “us”) today reported financial results for the three months and twelve months ended December 31, 2025, as presented in the tables below.
“We delivered solid results in 2025 despite less than favorable freight market conditions,” said Shawn Stewart, President & Chief Executive Officer. “For the full year we reported operating income of $36 million and Consolidated EBITDA of $307 million. During the year we diligently focused on what we could control including aligning our cost structure to match demand and executing our transformation strategy. We also unified our U.S. domestic ground operations and unveiled our new Latin American regional structure taking significant steps to strengthen our global logistics network.
“Our fourth quarter results were consistent with recent quarters, led by the Omni segment which continued to see strong demand for its diversified service offerings. This segment achieved its highest revenue, highest Reported EBITDA and highest Reported EBITDA margin, excluding the impact of goodwill adjustments, since we acquired the company in January 2024. Revenue increased by $34 million to $360 million compared to a year ago. Reported EBITDA increased by $4 million to $36 million and Reported EBITDA margin improved by 20 basis points to 10 percent compared to the fourth quarter 2024.
“At the Expedited Freight segment, we remained focused on charging the optimal price for freight moving through our network and actively managed expenses. Fourth quarter Reported EBITDA improved by $7 million to $25 million compared to the fourth quarter 2024. We also saw a meaningful improvement in year over year Reported EBITDA margin which increased by 350 basis points with a margin of 10.1 percent in the fourth quarter 2025 compared to 6.6 percent in the fourth quarter 2024.
“At the Intermodal segment, port activity was unfavorably impacted by trade-related softness and the typical seasonality contributed to declining shipments and revenue per shipment compared to a year ago. In the fourth quarter the Intermodal segment’s Reported EBITDA and margin were $7 million and 14.2 percent compared to $10 million and 17.5 percent a year ago. We have an experienced team leading the Intermodal segment and I am confident in their ability to deliver solid results as we manage through the current freight market,” concluded Stewart.
Jamie Pierson, Chief Financial Officer added, “We reported consolidated revenue of $631 million in the fourth quarter compared to $633 million a year ago. Consolidated EBITDA, a non-GAAP measure calculated pursuant to our Term Loan Credit Agreement, was $77 million compared to $72 million for the same period last year. For the full year 2025, Consolidated EBITDA was $307 million which is in line with the $311 million in 2024.
“Liquidity at the end of the fourth quarter was $367 million comprised of $106 million in cash and $261 million of availability under our credit facility. This compares to $382 million in liquidity at the end of 2024.
“Cash provided by operating activities was $44 million in 2025 compared to cash used in operating activities of $69 million in 2024, reflecting a year over year improvement of $113 million,” concluded Pierson.
| Three Months Ended |
|---|
| (in thousands, except per share data) | December 31, 2025 | December 31, 2024 | Change | Percent Change |
| Operating revenue | $631,230 | $632,846 | $(1,616) | (0.3)% | |
| Income (loss) from continuing operations | $(2,868) | $75,855 | $(78,723) | (103.8)% | |
| Operating margin | (0.5)% | 12.0% | | | (12.5)% |
| Loss from continuing operations | $(36,413) | $(35,378) | $(1,035) | (2.9)% | |
| Net loss attributable to Forward Air per diluted share | $(0.91) | $(1.23) | $0.32 | 26.0% | |
| Cash provided by (used in) operating activities | $(22,728) | $(23,245) | $517 | 2.2% | |
| Non-GAAP Financial Measures: | | | | |
| Consolidated EBITDA | $76,628 | $72,263 | $4,365 | 6.0% | |
| Free cash flow | $(30,664) | $(27,851) | $(2,813) | (10.1)% | |
| Reconciliation of these non-GAAP financial measures are provided below the financial tables. |
| Twelve Months Ended |
|---|
| (in thousands, except per share data) | December 31, 2025 | December 31, 2024 | Change | Percent Change |
| Operating revenue | $2,495,118 | $2,474,262 | $20,856 | 0.8% | |
| Income (loss) from continuing operations | $36,424 | $(1,062,936) | $1,099,360 | 103.4% | |
| Operating margin | 1.5% | (43.0)% | | | 44.5% |
| Loss from continuing operations | $(141,725) | $(1,124,841) | $983,116 | 87.4% | |
| Net loss attributable to Forward Air per diluted share | $(3.51) | $(30.40) | $26.89 | 88.5% | |
| Cash provided by (used in) operating activities | $44,384 | $(69,015) | $113,399 | 164.3% | |
| Non-GAAP Financial Measures: | | | | |
| Consolidated EBITDA | $307,129 | $310,714 | $(3,585) | (1.2)% | |
| Free cash flow | $17,472 | $(100,938) | $118,410 | 117.3% | |
| 1 Reconciliation of these non-GAAP financial measures are provided below the financial tables. |
Review of Financial Results
Forward will hold a conference call to discuss the fourth quarter and full year 2025 results on Monday, February 23, 2026 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: FWRDQ425.
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.forwardaircorp.com.
| Three Months Ended | Twelve Months Ended |
|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 |
|---|
| Forward Air Corporation |
| Condensed Consolidated Statements of Comprehensive (Loss) Income |
| (Unaudited, in thousands, except per share data) |
| Operating revenue: | | | | |
| Expedited Freight | $246,928 | $265,879 | $1,012,559 | $1,115,163 |
| Omni | 359,794 | 325,609 | 1,351,164 | 1,196,841 |
| Intermodal | 50,563 | 59,829 | 230,533 | 232,832 |
| Eliminations and other operations | (26,055) | (18,471) | (99,138) | (70,574) |
| Operating revenue | 631,230 | 632,846 | 2,495,118 | 2,474,262 |
| Operating expenses: | | | | |
| Purchased transportation | 320,519 | 319,498 | 1,244,471 | 1,250,570 |
| Salaries, wages and employee benefits | 116,367 | 130,024 | 535,681 | 536,406 |
| Operating leases | 53,581 | 48,326 | 204,029 | 182,197 |
| Depreciation and amortization | 40,724 | 37,657 | 152,638 | 143,978 |
| Insurance and claims | 15,709 | 19,721 | 58,970 | 64,682 |
| Fuel expense | 4,166 | 5,500 | 20,122 | 21,460 |
| Other operating expenses | 83,032 | 75,333 | 242,783 | 309,508 |
| Impairment of goodwill | - | (79,068) | - | 1,028,397 |
| Total operating expenses | 634,098 | 556,991 | 2,458,694 | 3,537,198 |
| Income (loss) from continuing operations: | | | | |
| Expedited Freight | 15,206 | 7,238 | 69,780 | 67,951 |
| Omni Logistics | 9,852 | 88,520 | 30,162 | (1,044,803) |
| Intermodal | 2,865 | 5,931 | 16,924 | 18,925 |
| Other Operations | (30,791) | (25,834) | (80,442) | (105,009) |
| Income (loss) from continuing operations | (2,868) | 75,855 | 36,424 | (1,062,936) |
| Other expense: | | | | |
| Interest expense, net | (45,099) | (48,427) | (180,747) | (189,215) |
| Foreign exchange loss | 222 | 3,005 | (5,892) | 1,093 |
| Other income (expense), net | 2,635 | 1,188 | 3,018 | 1,226 |
| Total other expense | (42,242) | (44,234) | (183,621) | (186,896) |
| Income (loss) from continuing operations before income taxes | (45,110) | 31,621 | (147,197) | (1,249,832) |
| Income tax (benefit) expense | (8,697) | 66,999 | (5,472) | (124,991) |
| Loss from continuing operations | (36,413) | (35,378) | (141,725) | (1,124,841) |
| Loss from discontinued operations, net of tax | - | (374) | - | (6,387) |
| Net loss | (36,413) | (35,752) | $(141,725) | $(1,131,228) |
| Net income (loss) attributable to noncontrolling interest | (8,087) | 664 | (33,929) | (314,259) |
| Net loss attributable to Forward Air | $(28,326) | $(36,416) | $(107,796) | $(816,969) |
| Basic and diluted loss per share attributable to Forward Air: | | | | |
| Continuing operations | $(0.91) | $(1.23) | $(3.51) | $(30.40) |
| Discontinued operation | | (0.01) | - | (0.23) |
| Net loss per basic and diluted share | $(0.91) | $(1.24) | $(3.51) | $(30.63) |
| Three Months Ended |
|---|
| December 31, 2025 | Percent of Revenue | December 31, 2024 | Percent of Revenue | Change | Percent Change |
|---|
| Expedited Freight Segment Information |
| (In thousands) |
| (Unaudited) |
| Operating revenue: | | | | | | |
| Network | $183,914 | 74.5% | $199,022 | 74.8% | $(15,108) | (7.6)% |
| Truckload | 41,597 | 16.8 | 45,087 | 17.0 | (3,490) | (7.7) |
| Other | 21,417 | 8.7 | 21,770 | 8.2 | (353) | (1.6) |
| Total operating revenue | 246,928 | 100.0 | 265,879 | 100.0 | (18,951) | (7.1) |
| Operating expenses: | | | | | | |
| Purchased transportation | 121,524 | 49.2 | 136,151 | 51.2 | (14,627) | (10.7) |
| Salaries, wages and employee benefits | 49,500 | 20.0 | 56,587 | 21.3 | (7,087) | (12.5) |
| Operating leases | 15,768 | 6.4 | 18,130 | 6.8 | (2,362) | (13.0) |
| Depreciation and amortization | 9,825 | 4.0 | 10,395 | 3.9 | (570) | (5.5) |
| Insurance and claims | 9,330 | 3.8 | 10,423 | 3.9 | (1,093) | (10.5) |
| Fuel expense | 1,841 | 0.7 | 2,605 | 1.0 | (764) | (29.3) |
| Other operating expenses | 23,934 | 9.7 | 24,350 | 9.2 | (416) | (1.7) |
| Total operating expenses | 231,722 | 93.8 | 258,641 | 97.3 | (26,919) | (10.4) |
| Income from operations | $15,206 | 6.2% | $7,238 | 2.7% | $7,968 | 110.1% |
| 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 |
|---|
| December 31, 2025 | December 31, 2024 | Percent Change |
|---|
| Expedited Freight Operating Statistics |
| Business days | 64 | 64 | - % |
| Tonnage | | | |
| Total pounds | 598,724 | 670,168 | (10.7) |
| Pounds per day | 9,355 | 10,471 | (10.7) |
| Shipments | | | |
| Total shipments | 708 | 783 | (9.6) |
| Shipments per day | 11.1 | 12.2 | (9.0) |
| Weight per shipment | 846 | 856 | (1.2) |
| Revenue per hundredweight | $30.70 | $29.70 | 3.4 |
| Revenue per hundredweight, ex fuel | $24.30 | $23.74 | 2.4 |
| Revenue per shipment | $259.77 | $254.30 | 2.2 |
| Revenue per shipment, ex fuel | $205.63 | $203.26 | 1.2 |
| In thousands. |
| Excludes accessorial and Truckload products. |
| Includes intercompany revenue between the Network and Truckload revenue streams. |
| Three Months Ended |
|---|
| December 31, 2025 | Percent of Revenue | December 31, 2024 | Percent of Revenue | Change | Percent Change |
|---|
| Omni Logistics Segment Information |
| (In thousands) |
| (Unaudited) |
| Operating revenue | $359,794 | 100.0% | 325,609 | 100.0% | 34,185 | 10.5% |
| Operating expenses: | | | | | | |
| Purchased transportation | 207,699 | 57.7 | 183,084 | 56.2 | 24,615 | 13.4 |
| Salaries, wages and employee benefits | 55,398 | 15.4 | 54,056 | 16.6 | 1,342 | 2.5 |
| Operating leases | 31,818 | 8.8 | 23,036 | 7.1 | 8,782 | 38.1 |
| Depreciation and amortization | 26,058 | 7.2 | 22,605 | 6.9 | 3,453 | 15.3 |
| Insurance and claims | 1,117 | 0.3 | 3,911 | 1.2 | (2,794) | (71.4) |
| Fuel expense | 903 | 0.3 | 863 | 0.3 | 40 | 4.6 |
| Other operating expenses | 26,949 | 7.5 | 28,602 | 8.8 | (1,653) | (5.8) |
| Impairment of goodwill | - | - | (79,068) | (24.3) | 79,068 | 100.0 |
| Total operating expenses | 349,942 | 97.3 | 237,089 | 72.8 | 112,853 | 47.6 |
| Income from operations | 9,852 | 2.7% | 88,520 | 27.2% | (78,668) | (88.9)% |
| Three Months Ended |
|---|
| December 31, 2025 | Percent of Revenue | December 31, 2024 | Percent of Revenue | Change | Percent Change |
|---|
| Intermodal Segment Information |
| (In thousands) |
| (Unaudited) |
| Operating revenue | $50,563 | 100.0% | $59,829 | 100.0% | $(9,266) | (15.5)% |
| Operating expenses: | | | | | | |
| Purchased transportation | 17,351 | 34.3 | 18,901 | 31.6 | (1,550) | (8.2) |
| Salaries, wages and employee benefits | 12,126 | 24.0 | 14,227 | 23.8 | (2,101) | (14.8) |
| Operating leases | 4,910 | 9.7 | 6,463 | 10.8 | (1,553) | (24.0) |
| Depreciation and amortization | 4,325 | 8.6 | 4,519 | 7.6 | (194) | (4.3) |
| Insurance and claims | 2,829 | 5.6 | 2,498 | 4.2 | 331 | 13.3 |
| Fuel expense | 1,422 | 2.8 | 2,032 | 3.4 | (610) | (30.0) |
| Other operating expenses | 4,735 | 9.4 | 5,258 | 8.8 | (523) | (9.9) |
| Total operating expenses | 47,698 | 94.3 | 53,898 | 90.1 | (6,200) | (11.5) |
| Income from operations | $2,865 | 5.7% | $5,931 | 9.9% | $(3,066) | (51.7)% |
| Three Months Ended |
|---|
| December 31, 2025 | December 31, 2024 | Percent Change |
|---|
| Intermodal Operating Statistics |
| Drayage shipments | 57,953 | 63,920 | (9.3)% |
| Drayage revenue per shipment | $790 | $847 | (6.7)% |
| December 31, 2025 | December 31, 2024 |
|---|
| Forward Air Corporation |
| Condensed Consolidated Balance Sheets |
| (In thousands) |
| (Unaudited) |
| Assets | | |
| Current assets: | | |
| Cash and cash equivalents | $105,996 | $104,903 |
| Restricted cash and restricted cash equivalents | - | 363 |
| Accounts receivable, net | 343,559 | 322,291 |
| Other receivables | 6,147 | 205 |
| Prepaid expenses | 28,045 | 29,053 |
| Other current assets | 37,254 | 15,685 |
| Total current assets | 521,001 | 472,500 |
| Property and equipment, net of accumulated depreciation and amortization of $340,021 in 2025 and $292,855 in 2024 | 297,882 | 326,188 |
| Operating lease right-of-use assets | 412,535 | 410,084 |
| Goodwill | 522,712 | 522,712 |
| Other acquired intangibles, net of accumulated amortization of $301,453 in 2025 and $212,905 in 2024 | 906,791 | 999,216 |
| Other long term assets | 58,023 | 71,941 |
| Total assets | $2,718,944 | $2,802,641 |
| Liabilities and Shareholders' Equity | | |
| Current liabilities: | | |
| Accounts payable | $121,752 | $105,692 |
| Accrued expenses | 114,422 | 119,836 |
| Other current liabilities | 69,130 | 45,148 |
| Current portion finance lease obligations | 15,995 | 16,930 |
| Current portion of operating lease liabilities | 107,026 | 96,440 |
| Total current liabilities | 428,325 | 384,046 |
| Finance lease obligations, less current portion | 22,387 | 30,858 |
| Long-term debt | 1,687,248 | 1,675,930 |
| Liabilities under tax receivable agreement | 11,548 | 13,295 |
| Operating lease liabilities, less current portion | 327,011 | 325,640 |
| Other long-term liabilities | 53,540 | 48,835 |
| Deferred income taxes | 27,221 | 38,169 |
| Shareholders' equity: | | |
| Preferred stock | - | - |
| Common stock | 313 | 298 |
| Additional paid-in capital | 559,551 | 542,392 |
| Accumulated deficit | (447,100) | (338,230) |
| Accumulated other comprehensive income (loss) | 580 | (2,732) |
| Total Forward Air shareholders' equity | 113,344 | 201,728 |
| Noncontrolling interest | 48,320 | 84,140 |
| Total shareholders' equity | 161,664 | 285,868 |
| Total liabilities and shareholders' equity | $2,718,944 | $2,802,641 |
| Three Months Ended |
|---|
| December 31, 2025 | December 31, 2024 |
|---|
| Forward Air Corporation |
| Condensed Consolidated Statements of Cash Flows |
| (In thousands) |
| (Unaudited) |
| Operating activities: | | |
| Net loss from continuing operations | $(36,413) | $(35,378) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | |
| Depreciation and amortization | 40,724 | 37,657 |
| Impairment of goodwill | - | (79,068) |
| Share-based compensation expense | 2,380 | 2,100 |
| Provision for revenue adjustments | 930 | 874 |
| Deferred income tax (benefit) expense | (10,425) | 63,646 |
| Impairment of abandoned software project costs | 19,765 | - |
| Other | 493 | 10,621 |
| Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses: | | |
| Accounts receivable | (2,114) | 43,596 |
| Other receivables | (7,092) | 3,518 |
| Other current and noncurrent assets | (28,804) | 3,130 |
| Accounts payable and accrued expenses | (2,172) | (73,941) |
| Net cash used in operating activities of continuing operations | (22,728) | (23,245) |
| Investing activities: | | |
| Proceeds from sale of property and equipment | 415 | 2,644 |
| Purchases of property and equipment | (8,351) | (7,250) |
| Purchases of a business, net of cash acquired | - | (10,977) |
| Other | | (125) |
| Net cash used in investing activities of continuing operations | (7,936) | (15,708) |
| Financing activities: | | |
| Repayments of finance lease obligations | (4,319) | (3,086) |
| Proceeds from credit facility | 25,000 | 75,000 |
| Payments on credit facility | (25,000) | (75,000) |
| Payment of debt issuance costs | - | 8,120 |
| Proceeds from common stock issued under employee stock purchase plan | 412 | 398 |
| Payment of minimum tax withholdings on share-based awards | (21) | 130 |
| Net cash (used in) provided by financing activities of continuing operations | (3,928) | 5,562 |
| Effect of exchange rate changes on cash | 234 | 875 |
| Net decrease in cash and cash equivalents and restricted cash and restricted cash equivalents from continuing operations | (34,358) | (32,516) |
| Cash from discontinued operation: | | |
| Net cash used in operating activities of discontinued operations | - | (374) |
| Net decrease in cash and cash equivalents, and restricted cash and restricted cash equivalents | (34,358) | (32,890) |
| Cash and cash equivalents, and restricted cash and restricted cash equivalents at beginning of period | 140,354 | 138,156 |
| Net decrease in cash and cash equivalents, and restricted cash and restricted cash equivalents | (34,358) | (32,890) |
| Cash and cash equivalents, and restricted cash and restricted cash equivalents at end of period | $105,996 | $105,266 |
| Twelve Months Ended |
|---|
| December 31, 2025 | December 31, 2024 |
|---|
| Forward Air Corporation |
| Condensed Consolidated Statements of Cash Flows |
| (In thousands) |
| (Unaudited) |
| Operating activities: | | |
| Net loss from continuing operations | $(141,725) | $(1,124,841) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | |
| Depreciation and amortization | 152,638 | 143,978 |
| Impairment of goodwill | - | 1,028,397 |
| Share-based compensation expense | 13,429 | 10,188 |
| Provision for revenue adjustments | 3,249 | 3,635 |
| Deferred income tax benefit | (10,948) | (133,510) |
| Impairment of abandoned software project costs | 19,765 | - |
| Other | 11,504 | 14,917 |
| Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses: | | |
| Accounts receivable | (18,005) | 9,546 |
| Other receivables | (7,365) | 9,677 |
| Other current and noncurrent assets | (24,422) | (15,085) |
| Accounts payable and accrued expenses | 46,264 | (15,917) |
| Net cash provided by (used in) operating activities of continuing operations | 44,384 | (69,015) |
| Investing activities: | | |
| Proceeds from sale of property and equipment | 2,204 | 5,137 |
| Purchases of property and equipment | (29,116) | (37,060) |
| Purchase of a business, net of cash acquired | - | (1,576,219) |
| Other | - | (444) |
| Net cash used in investing activities of continuing operations | (26,912) | (1,608,586) |
| Financing activities: | | |
| Repayments of finance lease obligations | (17,305) | (18,425) |
| Proceeds from credit facility | 110,000 | 75,000 |
| Payments on credit facility | (110,000) | (155,000) |
| Payment of debt issuance costs | - | (52,471) |
| Payment of earn-out liability | - | (12,247) |
| Proceeds from common stock issued under employee stock purchase plan | 846 | 753 |
| Payment of minimum tax withholdings on share-based awards | (1,074) | (1,442) |
| Net cash used in financing activities of continuing operations | (17,533) | (163,832) |
| Effect of exchange rate changes on cash | 791 | 1,013 |
| Net increase (decrease) in cash and cash equivalents and restricted cash and restricted cash equivalents from continuing operations | 730 | (1,840,420) |
| Cash from discontinued operation: | | |
| Net cash used in operating activities of discontinued operations | - | (6,387) |
| Net increase (decrease) in cash and cash equivalents, and restricted cash and restricted cash equivalents | 730 | (1,846,807) |
| Cash and cash equivalents, and restricted cash and restricted cash equivalents at beginning of period | 105,266 | 1,952,073 |
| Net increase (decrease) in cash, cash equivalents, and restricted cash equivalents | 730 | (1,846,807) |
| Cash and cash equivalents, and restricted cash and restricted cash equivalents at end of period | $105,996 | $105,266 |
Forward Air Corporation Reconciliation of Non-GAAP Financial Measures
In this press release, the Company includes financial measures that are derived on the basis of methodologies other than in accordance with accounting principles generally accepted in the United States (GAAP). The Company believes that meaningful analysis of its financial performance requires an understanding of the factors underlying that performance, including an understanding of items that are non-operational. Management uses these non-GAAP financial measures in making financial, operating, compensation and planning decisions as well as evaluating the Company’s performance.
For the three and twelve months ended December 31, 2025 and 2024, this press release contains the following non-GAAP financial measures: earnings before interest, taxes, depreciation and amortization (“Reported EBITDA”), Consolidated EBITDA 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 U.S. GAAP financial measures and the reconciliations of the non-GAAP measures to their most directly comparable U.S. GAAP measures set forth below.
The following is a reconciliation of net income to Consolidated EBITDA for the three and twelve months ended December 31, 2025 and 2024 (in thousands):
| Three Months Ended | Twelve Months Ended |
|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 |
|---|
| Loss from continuing operations | $(36,413) | $(35,378) | $(141,725) | $(1,124,841) |
| Interest expense | 45,099 | 48,427 | 180,747 | 189,215 |
| Income tax (benefit) expense | (8,697) | 66,999 | (5,472) | (124,991) |
| Depreciation and amortization | 40,724 | 37,657 | 152,638 | 143,978 |
| Reported EBITDA | 40,713 | 117,705 | 186,188 | (916,639) |
| Impairment of Goodwill | - | (79,068) | - | 1,028,397 |
| Transaction and integration costs | 5,746 | 10,074 | 31,473 | 81,467 |
| Severance costs | 570 | 1,923 | 5,743 | 16,337 |
| Change in the TRA Liability | (2,583) | - | (1,747) | - |
| Optimization project costs | - | 9,873 | 2,732 | 9,873 |
| Abandoned software project costs | 19,765 | - | 19,765 | - |
| Proforma synergies | - | 1,353 | - | 22,239 |
| Proforma savings | 1,350 | 8,051 | 14,117 | 35,625 |
| Other | 11,067 | 2,352 | 48,858 | 33,415 |
| Consolidated EBITDA | $76,628 | $72,263 | $307,129 | $310,714 |
The following is a reconciliation of net cash (used in) provided by operating activities to free cash flow for the three and twelve months ended December 31, 2025 and 2024 (in thousands):
| Three Months Ended | Twelve Months Ended |
|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 |
|---|
| Net cash (used in) provided by operating activities | $(22,728) | $(23,245) | $44,384 | $(69,015) |
| Proceeds from sale of property and equipment | 415 | 2,644 | 2,204 | 5,137 |
| Purchases of property and equipment | (8,351) | (7,250) | (29,116) | (37,060) |
| Free cash flow | $(30,664) | $(27,851) | $17,472 | $(100,938) |
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 long-term growth; the Company's ability to achieve synergy capture and eliminate costs; the results of operations of the Expedited Freight, Omni Logistics, and Intermodal segments; the Company’s financial performance, including Consolidated EBITDA, and the impact it may have on the business and results of operations; the key drivers of sustainable growth and long-term profitability; and the Company's revenue growth strategies, including with respect to operational efficiency and cost control.
Forward-looking statements notice
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. The following is a list of factors, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements: economic factors such as tariffs, recessions, inflation, higher interest rates and downturns in customer business cycles, our ability to achieve ongoing strategic, financial and other benefits as we continue to transform our business after the acquisition of Omni Logistics, including the realization of expected synergies and the achievement of deleveraging targets within the expected timeframes or at all, continued weakening of the freight environment, our future debt and financing levels, our ability to deleverage, including, without limitation, through capital allocation or divestitures of non-core businesses, our ability to secure terminal facilities in desirable locations at reasonable rates, more limited liquidity than expected which limits our ability to make key investments, the creditworthiness of our customers and their ability to pay for services rendered, our inability to maintain our historical growth rate because of a decreased volume of freight or decreased average revenue per pound of freight moving through our network, the availability and compensation of qualified Leased Capacity Providers and freight handlers as well as contracted, third-party carriers needed to serve our customers’ transportation needs, our inability to manage our information systems and inability of our information systems to handle an increased volume of freight moving through our network, the occurrence of cybersecurity risks and events, market acceptance of our service offerings, claims for property damage, personal injuries or workers’ compensation, enforcement of and changes in governmental regulations, environmental, tax, insurance and accounting matters, the handling of hazardous materials, changes in fuel prices, loss of a major customer, increasing competition, and pricing pressure, our dependence on our senior management team and the potential effects of changes in employee status, seasonal trends, the occurrence of certain weather events, restrictions in our charter and bylaws and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2024, and as may be identified in our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
We caution readers that any forward-looking statement made by us in this press release is based only on information currently available to us and they should not place undue reliance on any forward-looking statement, which reflects 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.
Contacts
Tony Carreño investorrelations@forwardair.com
Hannah Weeg
HWeeg@forwardair.com