FORWARD AIR CORP
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 5, 2025
FWRD$16.64-1.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-11.
0001628280-25-039530
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsManagementCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-05.
0001628280-25-049525
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsManagementThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 141 previous paragraphs and 143 current paragraphs.
71 unchanged; 53 reworded; 18 added; 17 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 12 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (18)
Current report
Operating expenses decreased $16,484, or 2.6%, to $616,756 for the three months ended September 30, 2025 compared to $633,240 for the three months ended September 30, 2024. The decrease was primarily due to lower Expedited Freight and Intermodal segment shipment volumes and a goodwill impairment charge of $14,751 recorded in the prior year period. Operating expenses for the quarter were offset by an $11,855 increase to depreciation and amortization as a result of intangible amortization changes from measurement adjustments related to the Omni Acquisition that occurred during the three months ended September 30, 2024.
Current report
Income from continuing operations decreased $7,690, or 33.9%, to income of $15,007 for the three months ended September 30, 2025 compared to income of $22,697 for the three months ended September 30, 2024. The decrease was primarily due to the decrease in operating revenues and the increase in acquisition and integration expenses during three months ended September 30, 2025.
Current report
Salaries, wages and employee benefits increased $3,222 or 5.8%, to $58,373 for the three months ended September 30, 2025 from $55,151 for the three months ended September 30, 2024. Salaries, wages and employee benefits were 17.2% of operating revenues for the three months ended September 30, 2025 compared to 16.5% for the same period in 2024. Salaries, wages and employee benefits primarily due to wage increases, mix of services provided and an increase in operating revenues during the current year period.
Current report
Depreciation and amortization increased $12,002, or 110.8%, to $22,832 for the three months ended September 30, 2025 from $10,830 for the three months ended September 30, 2024. Depreciation and amortization increased as a result of intangible amortization changes from measurement adjustments related to the Omni Acquisition that occurred during the three months ended September 30, 2024.
Current report
Insurance and claims decreased $3,547 or 101.7%, to $(59) for three months ended September 30, 2025 from $3,488 for the three months ended September 30, 2024. This decrease was due to certain insurance recoveries during the three months ended September 30, 2025 in excess of costs incurred.
Current report
Other operating expenses decreased $4,419, or 17.0%, to $21,524 for the three months ended September 30, 2025 from $25,943 for the three months ended September 30, 2024. Other operating expenses were 6.3% of operating revenues for the three months ended September 30, 2024 compared to 7.8% for the same period in 2024. Other operating expenses decreased due to acquisition integration synergies.
Current report
The was no impairment of goodwill for the three months ended September 30, 2025. Impairment of goodwill for the three months ended September 30, 2024 was a result of purchase accounting adjustments related to the Omni Acquisition.
Current report
Income from operations increased $8,613 or 758.2%, to $9,749 for the three months ended September 30, 2025 compared to $1,136 of income for the three months ended September 30, 2024. The increase was due to the increase in operating revenues and the $14,751 goodwill impairment charge in the prior year period, offset by the increase in depreciation and amortization as a result of intangible amortization changes from measurement adjustments related to the Omni Acquisition that occurred during the three months ended September 30, 2024 .
Current report
Total other expense decreased $1,283, or 0.9%, to expense of $141,379 for the nine months ended September 30, 2025 compared to an expense of $142,662 for the nine months ended September 30, 2024. The decrease was due to the decrease in interest expense resulting from lower variable interest rates offset by the increase in loss on foreign currency exchange.
Current report
Expedited Freight - Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024
Current report
The following table sets forth the financial data of our Expedited Freight segment for the nine months ended September 30, 2025 and 2024 (unaudited and in thousands):
Current report
Omni Logistics - Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024
Current report
Depreciation and amortization increased $6,544 or 10.7%, to $67,481 for the nine months ended September 30, 2025 from $60,937 for the nine months ended September 30, 2024. Depreciation and amortization increased as a result of the increase in ownership days of Omni Logistics in 2025 as compared to 2024.
Current report
Intermodal - Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024
Current report
The following table sets forth the financial data of our Intermodal segment for the nine months ended September 30, 2025 and 2024 (unaudited and in thousands):
Current report
Corporate - Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024
Current report
The Credit Agreement requires the Company to maintain a leverage ratio (as defined in the Credit Agreement), which is tested quarterly and currently must not be greater than 6.75 to 1.00. As of September 30, 2025, the Company’s leverage ratio was 5.50 to 1.00. The required leverage ratio will decrease to 6.50 to 1 at the end of December 31, 2025 and incrementally decreases by 25 basis points at the end of each quarter in 2026, to 5.50 to 1.00 at December 31, 2026, as defined in the agreement. Failure to comply with this covenant would result in an event of default under the Credit Agreement and, absent a waiver from the lenders or an amendment to the Credit Agreement, preclude the Company from making further borrowings under the Revolving Credit portion of the Credit Agreement and permit the lenders to accelerate all outstanding borrowings under the Credit Agreement, including the Term Loan portion. Based on current expectations, the Company expects to main compliance with the leverage ratio during the next year.
Removed paragraphs (17)
Previous report
Operating expenses decreased $1,140,099, or 65.5%, to $599,322 for the three months ended June 30, 2025 compared to $1,739,421 for the three months ended June 30, 2024. The decrease was primarily due to a goodwill impairment charge of $1,092,714 incurred in the prior year period.
Previous report
Total other expense increased $10,977, or 24.0%, to expense of $56,635 for the three months ended June 30, 2025 compared to an expense of $45,658 for the three months ended June 30, 2024. The increase was due to the $6,863 charge related to the increase in the liabilities under the tax receivable agreement and the $6,220 negative impact from foreign currency exchange (loss) gain.
Previous report
Income from operations decreased $2,451, or 11.2%, to $19,495 for the three months ended June 30, 2025 compared to $21,946 for the three months ended June 30, 2024. Income from operations was 7.6% of Expedited Freight operating revenues for the three months ended June 30, 2025 compared to 7.5% for the same period in 2024. The decrease in income from operations was driven by lower freight volumes which were not fully offset by cost decreases for the three months ended June 30, 2025, as compared to three months ended June 30, 2024.
Previous report
Salaries, wages and employee benefits increased $4,048 or 7.0%, to $61,584 for the three months ended June 30, 2025 from $57,536 for the three months ended June 30, 2024. Salaries, wages and employee benefits were 18.8% of operating revenues for the three months ended June 30, 2025 compared to 18.4% for the same period in 2024. Salaries, wages and employee benefits increased primarily due to the increase in operating revenues during the current year period.
Previous report
Depreciation and amortization decreased $10,816, or 32.5%, to $22,419 for the three months ended June 30, 2025 from $33,235 for the three months ended June 30, 2024. Depreciation and amortization decreased as a result of intangible amortization changes from measurement adjustments of the Omni Acquisition that occurred subsequent to three months ended June 30, 2024.
Previous report
Other operating expenses decreased $525, or 2.1%, to $24,265 for the three months ended June 30, 2025 from $24,790 for the three months ended June 30, 2024. Other operating expenses were 7.4% of operating revenues for the three months ended June 30, 2024 compared to 7.9% for the same period in 2024. Other operating expenses decreased due to acquisition integration synergies.
Previous report
Income from operations increased $1,113,057 or 100.6%, to 7,186 for the three months ended June 30, 2025 compared to $1,105,871 of loss for the three months ended June 30, 2024. The increase was primarily due to no goodwill impairment charge in the current year period relative to the $1,092,714 goodwill impairment charge in the prior year period.
Previous report
Insurance and claims increased $528, or 20.2%, to $3,147 for the three months ended June 30, 2025 from 2,619 for the three months ended June 30, 2024. The increase in insurance and claims was due to increased losses from property damage.
Previous report
Income from operations decreased $902, or 17.0%, to $4,415 for the three months ended June 30, 2025 compared to $5,317 for the three months ended June 30, 2024. Income from operations was 7.5% of Intermodal operating revenues for the three months ended June 30, 2025 compared to 9.0% for the same period in 2024. The decreased income from operations as a percentage of operating revenues was primarily due to increases in operating expenses with flat revenues.
Previous report
Expedited Freight - Six Months Ended June 30, 2025 compared to Six Months Ended June 30, 2024
Previous report
The following table sets forth the financial data of our Expedited Freight segment for the six months ended June 30, 2025 and 2024 (unaudited and in thousands):
Previous report
Omni Logistics - Six Months Ended June 30, 2025 compared to Six Months Ended June 30, 2024
Previous report
Depreciation and amortization decreased $5,455 or 10.9%, to $44,649 for the six months ended June 30, 2025 from $50,104 for the six months ended June 30, 2024. Depreciation and amortization decreased as a result of intangible amortization changes from measurement adjustments of the Omni Acquisition that occurred subsequent to the six months ended June 30, 2024.
Previous report
Income from operations increased $1,145,017 or 100.9%, to income of $10,561 for the six months ended June 30, 2025 compared to a $1,134,456 loss for the six months ended June 30, 2024. The increase was primarily due to no goodwill impairment charge in the current year period relative to the $1,092,714 goodwill impairment charge in the prior year period.
Previous report
Intermodal - Six Months Ended June 30, 2025 compared to Six Months Ended June 30, 2024
Previous report
The following table sets forth the financial data of our Intermodal segment for the six months ended June 30, 2025 and 2024 (unaudited and in thousands):
Previous report
Corporate - Six Months Ended June 30, 2025 compared to Six Months Ended June 30, 2024
Reworded paragraphs (53)
Previous wording
Like other providers of freight transportation services, our business has been impacted by the macroeconomic conditions of the past year. Industry freight volumes, as measured by the Cass Freight Index, decreased in first and second quarters of 2025 compared to the comparable periods in 2024. Recent global disruptions, including proposed changes and implemented changes to tariff rates, as described below, have had an impact on freight demand, which has led to an overall continued decrease in total number of shipments. Such disruptions are expected to continue with a resolution timeline remaining unclear. Intermodal volumes, heavily influenced by United States imports, have increased due to a number of factors that impact import levels. For Truckload, capacity levels relative to demand has created a sustained market of depressed spot market truckload rates.
Current wording
Like other providers of freight transportation services, our business has been impacted by the macroeconomic conditions of the past year. Industry freight volumes, as measured by the Cass Freight Index, decreased in each of the first three quarters of 2025 compared to the comparable periods in 2024. Recent global disruptions, including proposed changes and implemented changes to tariff rates, as described below, have had an impact on freight demand, which has led to an overall continued decrease in total number of shipments. Such disruptions are expected to continue with a resolution timeline remaining unclear. Intermodal volumes, heavily influenced by United States imports, have increased due to a number of factors that impact import levels. For Truckload, capacity levels relative to demand has created a sustained market of depressed spot market truckload rates.
Previous wording
In January 2025, the Board announced that it had initiated a comprehensive review of strategic alternatives to maximize shareholder value. The Board will consider a range of options, including a potential sale, merger or other strategic or financial transaction relative to the long-term value potential of the Company on a standalone basis. The Board has retained Goldman Sachs & Co. LLC to serve as its financial advisor. The Board has not set a timetable for the conclusion of this review, nor has it made any decisions related to any further actions or potential strategic alternatives at this time. There can be no assurance that any transaction or other strategic outcome will be approved by the Board or otherwise consummated. The Company does not intend to disclose developments relating to this process until it determines that further disclosure is appropriate or necessary.
Current wording
In January 2025, the Board announced that it had initiated a comprehensive review of strategic alternatives to maximize shareholder value. The Board is continuing to consider a range of options, including a potential sale, merger or other strategic or financial transaction relative to the long-term value potential of the Company on a standalone basis. The Board has retained Goldman Sachs & Co. LLC to serve as its financial advisor. The Board has not set a timetable for the conclusion of this review, nor has it made any decisions related to any further actions or potential strategic alternatives at this time. There can be no assurance that any transaction or other strategic outcome will be approved by the Board or otherwise consummated. The Company does not intend to disclose developments relating to this process until it determines that further disclosure is appropriate or necessary.
Previous wording
On January 25, 2024, the Company completed the acquisition (the “Closing”) of Omni Newco, LLC ("Omni" and the acquisition of Omni, the "Omni Acquisition"), after which, we disclosed certain expectations regarding potential synergies from the acquisition and highlighted issues that would have to be addressed as we execute on the Omni integration, which issues are described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, “Risk Factors” - under the title “The Omni Acquisition may not achieve its intended benefits, and certain difficulties, costs or expenses may outweigh such intended benefits.” Since that time, we have made significant progress on our integration plans and exceeded our initial expectations regarding cost synergies. However, there are continued uncertainties that may affect our ability to successfully complete the full integration of the Omni business or realize its anticipated long-term benefits including revenue synergies. Specifically, we are continuing to integrate operational and administrative technology platforms and systems which are critical to our operational processes and administrative functions, as well as customer service and experience. In addition, as previously disclosed, we are implementing a strategic review of the combined business which includes evaluating and integrating the solutions and service offerings available to our customers in order to maximize revenues and efficiencies. Finally, we continue to execute on strategies to retain existing customers and vendors as we finalize our strategic review and implement any resulting changes to our business and operations.
Current wording
On January 25, 2024, the Company completed the acquisition (the “Closing”) of Omni Newco, LLC ("Omni" and the acquisition of Omni, the "Omni Acquisition"), after which, we disclosed certain expectations regarding potential synergies from the acquisition and highlighted issues that would have to be addressed as we execute on the Omni integration, which issues are described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, “Risk Factors” - under the title “The Omni Acquisition may not achieve its intended benefits, and certain difficulties, costs or expenses may outweigh such intended benefits.” Since that time, we have made significant progress on our integration plans and exceeded our initial expectations regarding cost synergies. However, there are continued uncertainties that may affect our ability to successfully complete the full integration of the Omni business or realize its anticipated long-term benefits including revenue synergies. Specifically, we are continuing to integrate operational and administrative technology platforms and systems which are critical to our operational processes and administrative functions, as well as customer service and experience. In addition, as previously disclosed, we are implementing a transformation of the combined business which includes evaluating and integrating the solutions and service offerings available to our customers in order to maximize revenues and efficiencies. Finally, we continue to execute on strategies to retain existing customers and vendors as we finalize our transformation and implement any resulting changes to our business and operations.
Previous wording
Omni Logistics revenues and segment income from January 25, 2024 through June 30, 2024 are included in our condensed consolidated statements of operations for the six months ended June 30, 2024. The changes in our results of operations for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 are primarily driven by fewer days of ownership of Omni in the prior year period as compared to the current year period.
Current wording
Omni Logistics revenues and segment income from January 25, 2024 through September 30, 2024 are included in our condensed consolidated statements of operations for the nine months ended September 30, 2024. The changes in our results of operations for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 are primarily driven by fewer days of ownership of Omni in the prior year period as compared to the current year period.
Previous wording
Operating revenues decreased $24,822, or 3.9%, to $618,844 for the three months ended June 30, 2025 compared to $643,666 for the three months ended June 30, 2024. The decrease was primarily due to a decrease in our Expedited Freight segment of $33,586 due to decreased Network revenue. The results for our reportable segments are discussed in detail in the following sections.
Current wording
Operating revenues decreased $24,174, or 3.7%, to $631,763 for the three months ended September 30, 2025 compared to $655,937 for the three months ended September 30, 2024. The decrease was primarily due to a decrease in our Expedited Freight segment of $26,153 due to decreased Network volume. The results for our reportable segments are discussed in detail in the following sections.
Previous wording
Total other expense increased $15,930, or 18.3%, to expense of $103,000 for the three months ended June 30, 2025 compared to an expense of $87,070 for the three months ended June 30, 2024. The increase was due to the $6,863 charge related to the change in the liabilities under the tax receivable agreement and the impact of foreign currency exchange.
Current wording
Total other expense decreased $17,214, or 31.0%, to expense of $38,379 for the three months ended September 30, 2025 compared to an expense of $55,593 for the three months ended September 30, 2024. The decrease was due to a $7,995 decrease in net interest expense resulting from lower variable interest rates and a $6,028 adjustment to decrease the liabilities under the Tax Receivable Agreement.
Previous wording
The effective tax rate for the three months ended June 30, 2025 was 55.4% compared to 15.3% for the three months ended June 30, 2024. The effective tax rate for the three months ended June 30, 2025 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of interest expense disallowances under IRC Section 163(j) for which a full valuation allowance is recorded on the deferred tax asset, noncontrolling interest, and state and local income taxes. The effective tax rate for the three months ended June 30, 2024 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of the tax impact of the goodwill impairment charge, noncontrolling interest, non-deductible executive compensation, excess tax benefits realized on share-based awards, partially offset by state income taxes, net of the federal benefit, and foreign taxes.
Current wording
The effective tax rate for the three months ended September 30, 2025 was (1.6)% compared to (4.0)% for the three months ended September 30, 2024. The effective tax rate for the three months ended September 30, 2025 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of interest expense disallowances under IRC Section 163(j) for which a full valuation allowance is recorded on the deferred tax asset, noncontrolling interest, and foreign, state and local income taxes. The effective tax rate for the three months ended September 30, 2024 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of the tax impact of the goodwill impairment charge, noncontrolling interest, non-deductible executive compensation, excess tax benefits realized on share-based awards, partially offset by state income taxes, net of the federal benefit, and foreign taxes.
Previous wording
Loss from discontinued operations, net of tax of $4,876 for the three months ended June 30, 2024 was related to the final net working capital settlement following the sale of our Final Mile business in December 2023.
Current wording
Loss from discontinued operations, net of tax of $1,137 for the three months ended September 30, 2024 was related to the final net working capital settlement following the sale of our Final Mile business in December 2023.
Previous wording
As a result of the foregoing factors, net loss decreased by $950,983, to a $20,364 for the three months ended June 30, 2025 compared to $971,347 net loss for the three months ended June 30, 2024.
Current wording
As a result of the foregoing factors, net loss decreased by $11,578, to $23,757 for the three months ended September 30, 2025 compared to $35,335 net loss for the three months ended September 30, 2024.
Previous wording
Noncontrolling interest in the three months ended June 30, 2025 and 2024 has been allocated based on the requirements of the umbrella partnership C corporation Clue Opco LLC where only foreign taxes are attributable to the noncontrolling interest when distributing the net losses among the partnership interests. The decrease in net loss attributable to noncontrolling interest for the three months ended June 30, 2025 compared to three months ended June 30, 2024 is being driven by the decrease in net loss and the decreasing number of noncontrolling units outstanding for the respective periods.
Current wording
Noncontrolling interest in the three months ended September 30, 2025 and 2024 has been allocated based on the requirements of the umbrella partnership C corporation Clue Opco LLC where only foreign taxes are attributable to the noncontrolling interest when distributing the net losses among the partnership interests.
Previous wording
Operating revenues decreased $33,586, or 11.5%, to $257,696 for the three months ended June 30, 2025 from $291,282 for the three months ended June 30, 2024. The decrease was primarily due to decreased Network revenue. Network revenue decreased due to a 12.7% decrease in pounds per day, partially offset by a 1.8% increase in revenue per hundredweight excluding fuel as compared to the same period in 2024. The decrease in tonnage reflects an increase in weight per shipment of 2.7% on 15.4% fewer shipments per day. The decrease in shipments is due to softer demand for our services while the increase in weight per shipment was the result of more dense freight in our network driven by a change in the mix of goods moved for our customers.
Current wording
Operating revenues decreased $26,153, or 9.2%, to $258,554 for the three months ended September 30, 2025 from $284,707 for the three months ended September 30, 2024. The decrease was primarily due to decreased Network revenue. Network revenue decreased due to a 14.1% decrease in pounds per day, partially offset by a 3.7% increase in revenue per hundredweight excluding fuel as compared to the same period in 2024. The decrease in tonnage reflects a decrease in weight per shipment of 2.0% on 12.3% fewer shipments per day. The decrease in shipments is due to softer demand for our services while the decrease in weight per shipment was the result of less dense freight in our network driven by a change in the mix of goods moved for our customers.
Previous wording
Purchased transportation decreased $18,064, or 12.7%, to $124,448 for the three months ended June 30, 2025 from $142,512 for the three months ended June 30, 2024. Purchased transportation was 48.3% of Expedited Freight operating revenues for the three months ended June 30, 2025 compared to 48.9% for the same period in 2024. Expedited Freight purchased transportation includes Leased Capacity Providers and third-party motor carriers and transportation intermediaries, while Company-employed drivers are included in salaries, wages and employee benefits. The decrease in purchased transportation was primarily due to decreased shipments for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.
Current wording
Purchased transportation decreased $14,770, or 10.5%, to $125,265 for the three months ended September 30, 2025 from $140,035 for three months ended September 30, 2024. Purchased transportation was 48.4% of Expedited Freight operating revenues for the three months ended September 30, 2025 compared to 49.2% for the same period in 2024. Expedited Freight purchased transportation includes Leased Capacity Providers and third-party motor carriers and transportation intermediaries, while Company-employed drivers are included in salaries, wages and employee benefits. The decrease in purchased transportation was primarily due to decreased shipments for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.
Previous wording
Salaries, wages and employee benefits decreased $9,907, or 15.5%, to $53,938 for the three months ended June 30, 2025 from $63,845 for the three months ended June 30, 2024. Salaries, wages and employee benefits were 20.9% of Expedited Freight operating revenues for the three months ended June 30, 2025 compared to 21.9% for the same period in 2024. The decrease in salaries, wages and employee benefits expense was primarily due to a decrease in Company-employed drivers and dock workers in response to fewer shipments for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, as well as headcount reductions as a result of acquisition integration synergies.
Current wording
Salaries, wages and employee benefits decreased $5,023, or 8.5%, to $54,403 for the three months ended September 30, 2025 from $59,426 for the three months ended September 30, 2024. Salaries, wages and employee benefits were 21.0% of Expedited Freight operating revenues for the three months ended September 30, 2025 compared to 20.9% for the same period in 2024. The decrease in salaries, wages and employee benefits expense was primarily due to a decrease in Company-employed drivers and dock workers in response to fewer shipments for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.
Previous wording
Other operating expenses decreased $5,262, or 21.8%, to $18,892 for the three months ended June 30, 2025 from $24,154 for the three months ended June 30, 2024. Other operating expenses were 7.4% of operating revenues for the three months ended June 30, 2024 compared to 8.3% for the same period in 2024. Other operating expenses include contract labor, equipment maintenance, facility expenses, legal and professional fees, and other over-the-road costs. The decrease in other operating expenses was primarily due to acquisition integration synergies as well as reduction in shipments for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.
Current wording
Other operating expenses decreased $5,241, or 20.0%, to $20,914 for the three months ended September 30, 2025 from $26,155 for the three months ended September 30, 2024. Other operating expenses were 8.3% of operating revenues for the three months ended September 30, 2024 compared to 9.1% for the same period in 2024. Other operating expenses include contract labor, equipment maintenance, facility expenses, legal and professional fees, and other over-the-road costs. The decrease in other operating expenses was primarily due to acquisition integration synergies as well as reduction in shipments for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.
Previous wording
Operating revenues increased $16,460, or 5.3%, to $328,316 for the three months ended June 30, 2025 from $311,856 for same period in 2024. This increase is mainly due to the increased demand for contract logistics and value-added services.
Current wording
Operating revenues increased $5,046, or 1.5%, to $339,584 for the three months ended September 30, 2025 from $334,538 for the same period in 2024. This increase is mainly due to the increased demand for contract logistics and value-added services.
Previous wording
Purchased transportation increased $6,366, or 3.6%, to $185,040 for the three months ended June 30, 2025 from $178,674 for the three months ended June 30, 2024. Purchased transportation was 56.4% of operating revenues for the three months ended June 30, 2025 compared to 57.3% for the same period in 2024. Purchased transportation increased primarily due to the increase in revenue, but decreased as a percentage of revenue due to a shift in product mix, which shift in product mix consisted of an increase in contract logistics and value-added services that require lower purchase transportation levels as compared to ground, air and ocean services.
Current wording
Purchased transportation increased $1,459, or 0.7%, to $196,312 for the three months ended September 30, 2025 from $194,853 for the three months ended September 30, 2024. Purchased transportation was 57.8% of operating revenues for the three months ended September 30, 2025 compared to 58.2% for the same period in 2024. Purchased transportation increased primarily due to the increased in revenue, and decreased as a percentage of revenue due to a shift in product mix, which shift in product mix consisted of an increase in contract logistics and value-added services that require lower purchased transportation levels as compared to ground, air and ocean services.
Previous wording
Operating revenues decreased $153, or 0.3%, to $59,146 for the three months ended June 30, 2025 from $59,299 for the three months ended June 30, 2024. The decrease in operating revenues was primarily due to a 4.0% decrease in drayage shipments, offset by an increase in drayage revenue per shipment of 4.4% as compared to the same period in 2024.
Current wording
Operating revenues increased $920, or 1.6%, to $58,332 for the three months ended September 30, 2025 from $57,412 for the three months ended September 30, 2024. The increase in operating revenues was primarily due to a 2.6% decrease in drayage shipments, more than offset by an increase in drayage revenue per shipment of 4.9% as compared to the same period in 2024.
Previous wording
Operating leases increased $560, or 11.7%, to $5,336 for the three months ended June 30, 2025 compared to $4,776 for the three months ended June 30, 2024. Operating leases were 9.0% of Intermodal operating revenues for the three months ended June 30, 2025 compared to 8.1% for the same period in 2024. The increase in operating leases expense was primarily due to higher real estate lease costs for the second quarter of 2025 as compared to the same period in 2024.
Current wording
Operating leases increased $620, or 10.9%, to $6,288 for the three months ended September 30, 2025 compared to $5,668 for the three months ended September 30, 2024. Operating leases were 10.8% of Intermodal operating revenues for the three months ended September 30, 2025 compared to 9.9% for the same period in 2024. The increase in operating leases expense was primarily due to higher real estate lease costs for the third quarter of 2025 as compared to the same period in 2024.
Previous wording
Other operating expenses decreased $1,105, or 19.9%, to $4,455 for the three months ended June 30, 2025 from $5,560 for the three months ended June 30, 2024. Other operating expenses were 7.6% of Intermodal operating revenues for the three months ended June 30, 2025 compared to 9.4% for the same period in 2024. The decrease in other operating expenses as a percentage of revenue was primarily driven by continued cost reduction efforts that began in the second half of 2024.
Current wording
Other operating expenses decreased $663, or 11.4%, to $5,132 for the three months ended September 30, 2025 from $5,795 for the three months ended September 30, 2024. Other operating expenses were 8.9% of Intermodal operating revenues for the three months ended September 30, 2025 compared to 10.0% for the same period in 2024. The decrease in other operating expenses as a percentage of revenue was primarily driven by continued cost reduction efforts that began in the third quarter of 2024.
Previous wording
Corporate included $11,574 of operating loss during the three months ended June 30, 2024 compared to $17,147 of operating loss during the three months ended June 30, 2024. The decrease in operating loss in Corporate was primarily due to the $4,070 decrease in transaction and integration costs in connection with the Omni Acquisition.
Current wording
Corporate included $18,289 of operating loss during the three months ended September 30, 2025 compared to $1,799 of operating loss during the three months ended September 30, 2024. The increase in operating loss in Corporate was primarily due to acquisition and integration expenses incurred during the three months ended September 30, 2025.
Previous wording
The following table sets forth our consolidated financial data for the six months ended June 30, 2025 and 2024 (unaudited and in thousands):
Current wording
The following table sets forth our consolidated financial data for the nine months ended September 30, 2025 and 2024 (unaudited and in thousands):
Previous wording
Operating revenues increased $46,646, or 3.9% to $1,232,125 for the six months ended June 30, 2025 compared to $1,185,479 for the six months ended June 30, 2024. This increase was primarily due to the Omni Logistics segment having an extra twenty-four days included in 2025 as compared to 2024 given that the Omni Acquisition closed in January 2024. The increase in operating revenues was partially offset by a decrease in our Expedited Freight segment revenue of $57,500 due to decreased Network revenue. The results for our reportable segments are discussed in detail in the following sections.
Current wording
Operating revenues increased $22,472, or 1.2% to $1,863,888 for the nine months ended September 30, 2025 compared to $1,841,416 for the nine months ended September 30, 2024. This increase was primarily due to the Omni Logistics segment having an extra twenty-four days included in 2025 as compared to 2024 given that the Omni Acquisition closed in January 2024. The increase in operating revenues was partially offset by a decrease in our Expedited Freight segment revenue of $83,653 due to decreased Network volume. The results for our reportable segments are discussed in detail in the following sections.
Previous wording
Operating expenses decreased $1,139,126, or 48.5%, to $1,207,840 for the six months ended June 30, 2025 compared to $2,346,966 for the six months ended June 30, 2024. The decrease was primarily due to a goodwill impairment charge of $1,092,714 incurred in the prior year period and decreases in acquisition and integration costs associated with the Omni Acquisition. Such decreases were partially offset by the increase in operating expenses from the Omni Logistics segment having an extra twenty-four days included in the six months ended June 30, 2025 as compared to the same period in 2024.
Current wording
Operating expenses decreased $1,155,611, or 38.8%, to $1,824,596 for the nine months ended September 30, 2025 compared to $2,980,207 for the nine months ended September 30, 2024. The decrease was primarily due to a goodwill impairment charge of $1,107,465 incurred in the prior year period and decreases in acquisition and integration costs associated with the Omni Acquisition. Such decreases were partially offset by the increase in operating expenses from the Omni Logistics segment having an extra twenty-four days included in the nine months ended September 30, 2025 as compared to the same period in 2024.
Previous wording
Income (loss) from operations increased $1,185,772, or 102.1%, to $24,285 for the six months ended June 30, 2025 compared to the $1,161,487 loss for the six months ended June 30, 2024. The increase was primarily driven by the goodwill impairment charge from 2024 noted above, which did not occur in 2025.
Current wording
Income (loss) from operations increased $1,178,083, or 103.5%, to $39,292 for the nine months ended September 30, 2025 compared to the $1,138,791 loss for the nine months ended September 30, 2024. The increase was primarily driven by the goodwill impairment charge from 2024 noted above, which did not occur in 2025.
Previous wording
The effective tax rate for the six months ended June 30, 2025 was (3.6)% compared to a rate of 15.6% for the six months ended June 30, 2024. The effective tax rate for the six months ended June 30, 2025 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of interest expense disallowances under IRC Section 163(j) for which a full valuation allowance is recorded on the deferred tax asset, noncontrolling interest, and state and local income taxes. The effective tax rate for the six months ended June 30, 2024 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect the tax impact of the goodwill impairment charge, noncontrolling interest, non-deductible executive compensation, excess tax benefits realized on share-based awards, partially offset by state income taxes, net of the federal benefit, and foreign taxes.
Current wording
The effective tax rate for the nine months ended September 30, 2025 was (3.2)% compared to a rate of 15.0% for the nine months ended September 30, 2024. The effective tax rate for the nine months ended September 30, 2025 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of interest expense disallowances under IRC Section 163(j) for which a full valuation allowance is recorded on the deferred tax asset, noncontrolling interest, and foreign and state and local income taxes. The effective tax rate for the nine months ended September 30, 2024 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect the tax impact of the goodwill impairment charge, noncontrolling interest, non-deductible executive compensation, excess tax benefits realized on share-based awards, partially offset by state income taxes, net of the federal benefit, and foreign taxes.
Previous wording
Loss from discontinued operations, net of tax of $4,876 for the six months ended June 30, 2025 was related to the final net working capital settlement following the sale of our Final Mile business in December 2023.
Current wording
Loss from discontinued operations, net of tax of $6,013 for the nine months ended September 30, 2025 was related to the final net working capital settlement following the sale of our Final Mile business in December 2023.
Previous wording
As a result of the foregoing factors, net loss decreased $978,586, or 92.3%, to a net loss of $81,555 for the six months ended June 30, 2025 compared to a $1,060,141 net loss for the six months ended June 30, 2024.
Current wording
As a result of the foregoing factors, net loss decreased $990,164, or 90.4%, to a net loss of $105,312 for the nine months ended September 30, 2025 compared to a $1,095,476 net loss for the nine months ended September 30, 2024. The decrease is primarily related to $1,107,465 goodwill impairment charge incurred in the prior year that did not occur in the current year.
Previous wording
Noncontrolling interest in the six months ended June 30, 2025 and 2024 has been allocated based on the requirements of the umbrella partnership C corporation Clue Opco LLC where only foreign taxes are attributable to the noncontrolling interest when distributing the net losses among the partnership interests. The decrease in net loss attributable to noncontrolling interest for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, is being driven by the decrease in net loss and the decreasing number of noncontrolling units outstanding for the respective periods. Activity during the six months ended June 30, 2024 prior to the Omni transaction did not impact net loss attributable to noncontrolling interest.
Current wording
Noncontrolling interest in the nine months ended September 30, 2025 and 2024 has been allocated based on the requirements of the umbrella partnership C corporation Clue Opco LLC where only foreign taxes are attributable to the noncontrolling interest when distributing the net losses among the partnership interests. The decrease in net loss attributable to noncontrolling interest for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, is being driven by the decrease in net loss and the decreasing number of noncontrolling units outstanding for the respective periods. Activity during the nine months ended September 30, 2024 prior to the Omni transaction did not impact net loss attributable to noncontrolling interest.
Previous wording
Operating revenues decreased $57,500, or 10.2%, to $507,077 for the six months ended June 30, 2025 from $564,577 for the six months ended June 30, 2024. The decrease was driven by decreased Network revenue. Network revenue decreased due to a 11.8% decrease in tonnage, partially offset by a 2.1% increase in revenue per hundredweight ex fuel as compared to the same period in the prior year. The decrease in tonnage reflects an increase in weight per shipment of 2.2% on 13.7% fewer shipments. The decrease in shipments is due to softer demand for our services while the increase in weight per shipment was the result of more dense freight in our network driven by a change in the mix of goods moved for our customers.
Current wording
Operating revenues decreased $83,653, or 9.8%, to $765,631 for the nine months ended September 30, 2025 from $849,284 for the nine months ended September 30, 2024. The decrease was driven by decreased Network revenue. Network revenue decreased due to a 12.6% decrease in tonnage, partially offset by a 2.7% increase in revenue per hundredweight ex fuel as compared to the same period in the prior year. The decrease in tonnage reflects an increase in weight per shipment of 0.7% on 13.2% fewer shipments. The decrease in shipments is due to softer demand for our services while the increase in weight per shipment was the result of more dense freight in our network driven by a change in the mix of goods moved for our customers.
Previous wording
Purchased transportation decreased $25,144, or 9.3%, to $245,128 for the six months ended June 30, 2025 from $270,272 for the six months ended June 30, 2024. Purchased transportation was 48.3% of Expedited Freight operating revenue for the six months ended June 30, 2025 compared to 47.9% for the same period in 2024. Purchased transportation includes Leased Capacity Providers, third-party motor carriers, and transportation intermediaries, while Company-employed drivers are included in salaries, wages and employee benefits. The decrease in purchased transportation was primarily due to decreased shipments for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.
Current wording
Purchased transportation decreased $39,914, or 9.7%, to $370,393 for the nine months ended September 30, 2025 from $410,307 for the nine months ended September 30, 2024. Purchased transportation was 48.4% of Expedited Freight operating revenue for the nine months ended September 30, 2025 compared to 48.3% for the same period in 2024. Purchased transportation includes Leased Capacity Providers, third-party motor carriers, and transportation intermediaries, while Company-employed drivers are included in salaries, wages and employee benefits. The decrease in purchased transportation was primarily due to decreased shipments for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.
Previous wording
Salaries, wages and employee benefits decreased $19,883, or 15.7%, to $106,515 for the six months ended June 30, 2025 from $126,398 for the six months ended June 30, 2024. Salaries, wages and employee benefits were 21.0% of operating revenues for the six months ended June 30, 2025 compared to 22.4% for the same period in 2024. The decrease in salaries, wages and employee benefits expense was primarily due to the lower volumes for the six months ended June 30, 2025 as compared to the same period in 2024.
Current wording
Salaries, wages and employee benefits decreased $24,906, or 13.4%, to $160,918 for the nine months ended September 30, 2025 from $185,824 for the nine months ended September 30, 2024. Salaries, wages and employee benefits were 21.0% of operating revenues for the nine months ended September 30, 2025 compared to 21.9% for the same period in 2024. The decrease in salaries, wages and employee benefits expense was primarily due to the lower volumes for the nine months ended September 30, 2025 as compared to the same period in 2024.
Previous wording
Other operating expenses decreased $8,342, or 17.0%, to $40,791 for the six months ended June 30, 2025 from $49,133 for the six months ended June 30, 2024. Other operating expenses were 8.1% of operating revenues for the six months ended June 30, 2025 compared to 8.7% for the same period in 2024. Other operating expenses include contract labor, equipment maintenance, facility expenses, legal and professional fees, and other over-the-road costs. The decrease in other operating expenses was primarily due to acquisition integration synergies as well as reduction in shipments for six months ended June 30, 2025 as compared to the same period in 2024.
Current wording
Other operating expenses decreased $13,583, or 18.0%, to $61,705 for the nine months ended September 30, 2025 from $75,288 for the nine months ended September 30, 2024. Other operating expenses were 8.2% of operating revenues for the nine months ended September 30, 2025 compared to 9.0% for the same period in 2024. Other operating expenses include contract labor, equipment maintenance, facility expenses, legal and professional fees, and other over-the-road costs. The decrease in other operating expenses was primarily due to acquisition and integration synergies as well as reduction in shipments for the nine months ended September 30, 2025 as compared to the same period in 2024.
Previous wording
Income from operations decreased $6,315, or 15.2%, to $35,129 for the six months ended June 30, 2025 compared to $41,444 for the six months ended June 30, 2024. Income from operations was 6.9% of operating revenues for the six months ended June 30, 2025 compared to 7.3% for the same period in 2024. The decrease in income from operations as a percentage of operating revenues was driven by lower freight volumes which were not fully offset by cost decreases for six months ended June 30, 2025 as compared to the same period in 2024.
Current wording
Income from operations decreased $6,139, or 10.1%, to $54,574 for the nine months ended September 30, 2025 compared to $60,713 for the nine months ended September 30, 2024. Income from operations was 7.1% of operating revenues for the nine months ended September 30, 2025 compared to 7.1% for the same period in 2024. The decrease in income from operations was driven by lower freight volumes for nine months ended September 30, 2025 as compared to the same period in 2024.
Previous wording
The following table sets forth the financial data of our Omni Logistics for the six months ended June 30, 2025 and 2024 (unaudited and in thousands):
Current wording
The following table sets forth the financial data of our Omni Logistics for the nine months ended September 30, 2025 and 2024 (unaudited and in thousands):
Previous wording
Operating revenues increased $115,092, or 21.4%, to $651,786 for the six months ended June 30, 2025 from $536,694 for the six months ended June 30, 2024 partially due to the increase in ownership days during the current year period, as well as an increase in revenue per day during 2025 due to increased demand for contract logistics and value-added services.
Current wording
Operating revenues increased $120,138, or 13.8%, to $991,370 for the nine months ended September 30, 2025 from $871,232 for the nine months ended September 30, 2024 partially due to the increase in ownership days during the current year period, as well as an increase in revenue per day during 2025 due to increased demand for contract logistics and value-added services.
Previous wording
Purchased transportation increased $47,676, or 14.8%, to $370,774 for the six months ended June 30, 2025 from $323,098 for the six months ended June 30, 2024. Purchased transportation was 56.9% of operating revenues for the three months ended June 30, 2025 compared to 60.2% for the same period in 2024. Purchased transportation increased primarily due to the increase in ownership days and demand for our services during the current year period, but decreased as a percentage of revenue due to a shift in product mix, which shift in product mix consisted of an increase in contract logistics and value-added services that require lower purchase transportation levels as compared to ground, air and ocean services.
Current wording
Purchased transportation increased $49,135, or 9.5%, to $567,086 for the nine months ended September 30, 2025 from $517,951 for the nine months ended September 30, 2024. Purchased transportation was 57.2% of operating revenues for the nine months ended September 30, 2025 compared to 59.5% for the same period in 2024. Purchased transportation increased primarily due to the increase in ownership days and demand for our services during the current year period, but decreased as a percentage of revenue due to a shift in product mix, which shift in product mix consisted of an increase in contract logistics and value-added services that require lower purchase transportation levels as compared to ground, air and ocean services.
Previous wording
Salaries, wages and employee benefits increased $12,056 or 11.3%, to $118,367 for the six months ended June 30, 2025 from $106,311 for the six months ended June 30, 2024. Salaries, wages and employee benefits were 18.2% of operating revenues for the six months ended June 30, 2025 compared to 19.8% for the same period in 2024. While salaries, wages and employee benefits increased mainly due to the increase in ownership days and demand for our services during the current year period, the rate of increase was lower than the revenue increases at Omni Logistics.
Current wording
Salaries, wages and employee benefits increased $15,278 or 9.5%, to $176,740 for the nine months ended September 30, 2025 from $161,462 for the nine months ended September 30, 2024. Salaries, wages and employee benefits were 17.8% of operating revenues for the nine months ended September 30, 2025 compared to 18.5% for the same period in 2024. While salaries, wages and employee benefits increased mainly due to the increase in ownership days and demand for our services during the current year period, the rate of increase was lower than the revenue increases at Omni Logistics.
Previous wording
Other operating expenses increased $2,230, or 4.8%, to $48,891 for the six months ended June 30, 2025 from $46,661 for the six months ended June 30, 2024. Other operating expenses were 7.5% of operating revenues for the six months ended June 30, 2025 compared to 8.7% for the same period in 2024. While other operating expenses increased partially due to the increase in ownership days and demand for our services during the current year period, the rate of increase was lower than the revenue increases at Omni Logistics due to acquisition integration synergies.
Current wording
Other operating expenses decreased $2,189, or 3.0%, to $70,415 for the nine months ended September 30, 2025 from $72,604 for the nine months ended September 30, 2024. Other operating expenses were 7.1% of operating revenues for the nine months ended September 30, 2025 compared to 8.3% for the same period in 2024. While other operating expenses increased partially due to the increase in ownership days and demand for our services during the current year period, the rate of increase was lower than the revenue increases at Omni Logistics due to acquisition integration synergies.
Previous wording
Income (loss) from operations increased $1,115,277, or 101.8%, to income of $19,522 for the three months ended June 30, 2025 compared to a $1,095,755 loss for the three months ended June 30, 2024. The increase was primarily due to no goodwill impairment charge in the current year period relative to the $1,092,714 goodwill impairment charge in the prior year period.
Current wording
Income from operations increased $1,153,633 or 101.8%, to income of $20,310 for the nine months ended September 30, 2025 compared to a $1,133,323 loss for the nine months ended September 30, 2024. The increase was primarily due to no goodwill impairment charge in the current year period relative to the $1,107,465 goodwill impairment charge in the prior year period.
Previous wording
Operating revenues increased $6,047, or 5.2%, to $121,638 for the six months ended June 30, 2025 from $115,591 for the six months ended June 30, 2024. The increase in operating revenues was primarily due to a 5.8% increase in drayage revenue per shipment as compared to the same period in 2024.
Current wording
Operating revenues increased $6,967, or 4.0%, to $179,970 for the nine months ended September 30, 2025 from $173,003 for the nine months ended September 30, 2024. The increase in operating revenues was primarily due to a 5.6% increase in drayage revenue per shipment as compared to the same period in 2024.
Showing the first 40 of 53 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Purchased transportation increased $1,031, or 5.6%, to $19,331 for the nine months ended September 30, 2025 from $18,300 for the nine months ended September 30, 2024. Purchased transportation was 33.1% of Intermodal operating revenues for the nine months ended September 30, 2025 compared to 31.9% for the same period in 2024. Purchased transportation includes Leased Capacity Providers and third-party motor carriers, while Company-employed drivers are included in salaries, wages and employee benefits. Purchased transportation has increased based on several factors including changes in mix of internal versus external capacity utilization, length of haul, lane density, and mix of service providers.