FORWARD AIR CORP
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
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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
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Management
Results from Operations
The following table sets forth our consolidated financial data for the three months ended September 30, 2025 and 2024 (unaudited and in thousands):
| Three Months Ended | ||||
|---|---|---|---|---|
| September 30, 2025 | September 30, 2024 | Change | Percent Change | |
| Operating revenues: | ||||
| Expedited Freight | $258,554 | $284,707 | $(26,153) | (9.2)% |
| Omni Logistics | 339,584 | 334,538 | 5,046 | 1.5 |
| Intermodal | 58,332 | 57,412 | 920 | 1.6 |
| Eliminations | (24,707) | (20,720) | (3,987) | 19.2 |
| Operating revenues | 631,763 | 655,937 | (24,174) | (3.7) |
| Operating expenses: | ||||
| Purchased transportation | 316,390 | 332,469 | (16,079) | (4.8) |
| Salaries, wages and employee benefits | 131,909 | 133,516 | (1,607) | (1.2) |
| Operating leases | 52,150 | 48,810 | 3,340 | 6.8 |
| Depreciation and amortization | 37,748 | 25,893 | 11,855 | 45.8 |
| Insurance and claims | 12,719 | 17,382 | (4,663) | (26.8) |
| Fuel expense | 5,029 | 4,855 | 174 | 3.6 |
| Other operating expenses | 60,811 | 55,564 | 5,247 | 9.4 |
| Impairment of goodwill | — | 14,751 | (14,751) | (100.0) |
| Total operating expenses | 616,756 | 633,240 | (16,484) | (2.6) |
| Income (loss) from continuing operations: | ||||
| Expedited Freight | 19,445 | 19,269 | 176 | 0.9 |
| Omni Logistics | 9,749 | 1,136 | 8,613 | 758.2 |
| Intermodal | 4,102 | 4,091 | 11 | 0.3 |
| Other Operations | (18,289) | (1,799) | 16,490 | 916.6 |
| Income from continuing operations | 15,007 | 22,697 | (7,690) | (33.9) |
| Other income and expenses: | ||||
| Interest expense, net | (44,775) | (52,770) | (7,995) | (15.2) |
| Foreign exchange loss | (539) | (2,812) | (2,273) | (80.8) |
| Other income (expense), net | 6,935 | (11) | (6,946) | (63,145.5) |
| Total other expense | (38,379) | (55,593) | (17,214) | (31.0) |
| Loss from continuing operations before income taxes | (23,372) | (32,896) | 9,524 | 29.0 |
| Income tax (benefit) expense | 385 | 1,302 | (917) | 70.4 |
| Loss from continuing operations | (23,757) | (34,198) | 10,441 | 30.5 |
| Loss from discontinued operations, net of tax | — | (1,137) | 1,137 | 100.0 |
| Net loss | (23,757) | (35,335) | 11,578 | 32.8 |
| Net income (loss) attributable to noncontrolling interest | (7,507) | 38,073 | (45,580) | 119.7 |
| Net loss attributable to Forward Air | $(16,250) | $(73,408) | $57,158 | 77.9% |
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.
Operating Expenses
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.
Income (Loss) from Continuing Operations
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.
Total Other Expense
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.
Income Taxes
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.
(Loss) Income from Discontinued Operations, net of Tax
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.
Net Loss
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.
Net Loss Attributable to Noncontrolling Interest
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.
Expedited Freight - Three Months Ended September 30, 2025 compared to Three Months Ended September 30, 2024
The following table sets forth the financial data of our Expedited Freight segment for the three months ended September 30, 2025 and 2024 (unaudited and in thousands):
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30, 2025 | Percent of Revenue | September 30, 2024 | Percent of Revenue | Change | Percent Change | |
| Operating revenues: | ||||||
| Network1 | $194,035 | 75.0% | $217,289 | 76.3% | $(23,254) | (10.7)% |
| Truckload | 42,401 | 16.4 | 43,635 | 15.3 | (1,234) | (2.8) |
| Other | 22,118 | 8.6 | 23,783 | 8.4 | (1,665) | (7.0) |
| Total operating revenues | 258,554 | 100.0 | 284,707 | 100.0 | (26,153) | (9.2) |
| Operating expenses: | ||||||
| Purchased transportation | 125,265 | 48.4 | 140,035 | 49.2 | (14,770) | (10.5) |
| Salaries, wages and employee benefits | 54,403 | 21.0 | 59,426 | 20.9 | (5,023) | (8.5) |
| Operating leases | 15,797 | 6.1 | 15,556 | 5.5 | 241 | 1.5 |
| Depreciation and amortization | 10,160 | 3.9 | 10,481 | 3.7 | (321) | (3.1) |
| Insurance and claims | 10,415 | 4.0 | 11,672 | 4.1 | (1,257) | (10.8) |
| Fuel expense | 2,155 | 0.8 | 2,113 | 0.7 | 42 | 2.0 |
| Other operating expenses | 20,914 | 8.3 | 26,155 | 9.1 | (5,241) | (20.0) |
| Total operating expenses | 239,109 | 92.5 | 265,438 | 93.2 | (26,329) | (9.9) |
| Income from operations | $19,445 | 7.5% | $19,269 | 6.8% | $176 | 0.9% |
| 1 Network revenue is comprised of all revenue, including linehaul, pickup and/or delivery, and fuel surcharge revenue, excluding accessorial and Truckload revenue. | ||||||
| Expedited Freight Operating Statistics | |||
|---|---|---|---|
| Three Months Ended | |||
| September 30, 2025 | September 30, 2024 | Percent Change | |
| Business days | 64 | 64 | —% |
| Total pounds | 612,449 | 713,213 | (14.1) |
| Pounds per day | 9,570 | 11,144 | (14.1) |
| Total shipments | 729 | 831 | (12.3) |
| Shipments per day | 11.4 | 13.0 | (12.3) |
| Weight per shipment | 841 | 858 | (2.0) |
| Revenue per hundredweight3 | $31.70 | $30.47 | 4.0 |
| Revenue per hundredweight, ex fuel3 | $24.98 | $24.09 | 3.7 |
| Revenue per shipment3 | $266.48 | $261.55 | 1.9 |
| Revenue per shipment, ex fuel3 | $209.99 | $206.73 | 1.6 |
| 1 In thousands | |||
| 2 Excludes accessorial and Truckload products | |||
| 3 Includes intercompany revenue between the Network and Truckload revenue streams | |||
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.
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.
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.
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.
Omni Logistics - Three Months Ended September 30, 2025 compared to Three Months Ended September 30, 2024
The following table sets forth the financial data of our Omni Logistics for the three months ended September 30, 2025 and 2024 (unaudited and in thousands):
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30, 2025 | Percent of Revenue | September 30, 2024 | Percent of Revenue | Change | Percent Change | |
| Operating revenue | $339,584 | 100.0% | 334,538 | 100.0% | 5,046 | 1.5% |
| Operating expenses: | ||||||
| Purchased transportation | 196,312 | 57.8 | 194,853 | 58.2 | 1,459 | 0.7 |
| Salaries, wages and employee benefits | 58,373 | 17.2 | 55,151 | 16.5 | 3,222 | 5.8 |
| Operating leases | 29,979 | 8.8 | 27,586 | 8.2 | 2,393 | 8.7 |
| Depreciation and amortization | 22,832 | 6.7 | 10,830 | 3.2 | 12,002 | 110.8 |
| Insurance and claims | (59) | — | 3,488 | 1.0 | (3,547) | (101.7) |
| Fuel expense | 874 | 0.3 | 800 | 0.2 | 74 | 9.3 |
| Other operating expenses | 21,524 | 6.3 | 25,943 | 7.8 | (4,419) | (17.0) |
| Impairment of goodwill | — | — | 14,751 | 4.4 | (14,751) | (100.0) |
| Total operating expenses | 329,835 | 97.1 | 333,402 | 99.7 | (3,567) | (1.1) |
| Income (loss) from operations | 9,749 | 2.9% | 1,136 | 0.3% | 8,613 | 758.2% |
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.
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.
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.
Depreciation and Amortization
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.
Insurance and Claims
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.
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.
Impairment of Goodwill
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.
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 .
Intermodal - Three Months Ended September 30, 2025 compared to Three Months Ended September 30, 2024
The following table sets forth the financial data of our Intermodal segment for the three months ended September 30, 2025 and 2024 (unaudited and in thousands):
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30, 2025 | Percent of Revenue | September 30, 2024 | Percent of Revenue | Change | Percent Change | |
| Operating revenue | $58,332 | 100.0% | $57,412 | 100.0% | $920 | 1.6% |
| Operating expenses: | ||||||
| Purchased transportation | 19,331 | 33.1 | 18,300 | 31.9 | 1,031 | 5.6 |
| Salaries, wages and employee benefits | 14,198 | 24.3 | 14,506 | 25.3 | (308) | (2.1) |
| Operating leases | 6,288 | 10.8 | 5,668 | 9.9 | 620 | 10.9 |
| Depreciation and amortization | 4,382 | 7.5 | 4,582 | 8.0 | (200) | (4.4) |
| Insurance and claims | 2,900 | 5.0 | 2,528 | 4.4 | 372 | 14.7 |
| Fuel expense | 1,999 | 3.4 | 1,942 | 3.4 | 57 | 2.9 |
| Other operating expenses | 5,132 | 8.9 | 5,795 | 10.0 | (663) | (11.4) |
| Total operating expenses | 54,230 | 93.0 | 53,321 | 92.9 | 909 | 1.7 |
| Income from operations | $4,102 | 7.0% | $4,091 | 7.1% | $11 | 0.3% |
| Intermodal Operating Statistics | |||
|---|---|---|---|
| Three Months Ended | |||
| September 30, 2025 | September 30, 2024 | Percent Change | |
| Drayage shipments | 60,976 | 62,616 | (2.6)% |
| Drayage revenue per shipment | $864 | $824 | 4.9% |
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.
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.
Operating Leases
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.
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.
Corporate - Three Months Ended September 30, 2025 compared to Three Months Ended September 30, 2024
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.
Results from Operations
The following table sets forth our consolidated financial data for the nine months ended September 30, 2025 and 2024 (unaudited and in thousands):
| Nine Months Ended | ||||
|---|---|---|---|---|
| September 30, 2025 | September 30, 2024 | Change | Percent Change | |
| Operating revenues: | ||||
| Expedited Freight | $765,631 | $849,284 | $(83,653) | (9.8)% |
| Omni Logistics | 991,370 | 871,232 | 120,138 | 13.8 |
| Intermodal | 179,970 | 173,003 | 6,967 | 4.0 |
| Eliminations | (73,083) | (52,103) | (20,980) | 40.3 |
| Operating revenues | 1,863,888 | 1,841,416 | 22,472 | 1.2 |
| Operating expenses: | ||||
| Purchased transportation | 923,952 | 931,072 | (7,120) | (0.8) |
| Salaries, wages and employee benefits | 419,314 | 406,382 | 12,932 | 3.2 |
| Operating leases | 150,448 | 133,871 | 16,577 | 12.4 |
| Depreciation and amortization | 111,914 | 106,321 | 5,593 | 5.3 |
| Insurance and claims | 43,261 | 44,961 | (1,700) | (3.8) |
| Fuel expense | 15,956 | 15,960 | (4) | — |
| Other operating expenses | 159,751 | 234,175 | (74,424) | (31.8) |
| Impairment of goodwill | — | 1,107,465 | (1,107,465) | (100.0) |
| Total operating expenses | 1,824,596 | 2,980,207 | (1,155,611) | (38.8) |
| Income (loss) from continuing operations: | ||||
| Expedited Freight | 54,574 | 60,713 | (6,139) | (10.1) |
| Omni Logistics | 20,310 | (1,133,323) | 1,153,633 | 101.8 |
| Intermodal | 14,059 | 12,994 | 1,065 | 8.2 |
| Other Operations | (49,651) | (79,175) | 60,886 | 76.9 |
| Income from continuing operations | 39,292 | (1,138,791) | 1,178,083 | 103.5 |
| Other expense: | ||||
| Interest expense, net | (135,648) | (140,788) | (5,140) | (3.7) |
| Foreign exchange loss | (6,114) | (1,912) | 4,202 | 219.8 |
| Other income (expense), net | 383 | 38 | (345) | (907.9) |
| Total other expense | (141,379) | (142,662) | (1,283) | (0.9) |
| Loss from continuing operations before income taxes | (102,087) | (1,281,453) | 1,179,366 | 92.0 |
| Income tax (benefit) expense | 3,225 | (191,990) | 195,215 | 101.7 |
| Loss from continuing operations | (105,312) | (1,089,463) | 984,151 | 90.3 |
| Loss from discontinued operations, net of tax | — | (6,013) | 6,013 | 100.0 |
| Net loss | (105,312) | (1,095,476) | 990,164 | 90.4 |
| Net income (loss) attributable to noncontrolling interest | (25,842) | (314,923) | 289,081 | 91.8 |
| Net loss attributable to Forward Air | $(79,470) | $(780,553) | $701,083 | 89.8% |
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.
Operating Expenses
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.
Income (Loss) from Continuing Operations
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.
Total Other Expense
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.
Income Taxes
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.
(Loss) Income from Discontinued Operations, net of Tax
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.
Net Loss
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.
Net Loss Attributable to Noncontrolling Interest
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.
Expedited Freight - Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024
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):
| Nine Months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30, 2025 | Percent of Revenue | September 30, 2024 | Percent of Revenue | Change | Percent Change | |
| Operating revenues: | ||||||
| Network 1 | $578,026 | 75.5% | $655,116 | 77.1% | $(77,090) | (11.8)% |
| Truckload | 124,292 | 16.2 | 125,368 | 14.8 | (1,076) | (0.9) |
| Other | 63,313 | 8.3 | 68,800 | 8.1 | (5,487) | (8.0) |
| Total operating revenues | 765,631 | 100.0 | 849,284 | 100.0 | (83,653) | (9.8) |
| Operating expenses: | ||||||
| Purchased transportation | 370,393 | 48.4 | 410,307 | 48.3 | (39,914) | (9.7) |
| Salaries, wages and employee benefits | 160,918 | 21.0 | 185,824 | 21.9 | (24,906) | (13.4) |
| Operating leases | 48,585 | 6.3 | 45,268 | 5.3 | 3,317 | 7.3 |
| Depreciation and amortization | 30,896 | 4.0 | 31,463 | 3.7 | (567) | (1.8) |
| Insurance and claims | 31,416 | 4.1 | 33,293 | 3.9 | (1,877) | (5.6) |
| Fuel expense | 7,144 | 0.9 | 7,128 | 0.8 | 16 | 0.2 |
| Other operating expenses | 61,705 | 8.2 | 75,288 | 9.0 | (13,583) | (18.0) |
| Total operating expenses | 711,057 | 92.9 | 788,571 | 92.9 | (77,514) | (9.8) |
| Income from operations | $54,574 | 7.1% | $60,713 | 7.1% | $(6,139) | (10.1)% |
| 1 Network revenue is comprised of all revenue, including linehaul, pickup and/or delivery, and fuel surcharge revenue, excluding accessorial and Truckload revenue. | ||||||
| Expedited Freight Operating Statistics | |||
|---|---|---|---|
| Nine Months Ended | |||
| September 30, 2025 | September 30, 2024 | Percent Change | |
| Business days | 191 | 192 | (0.5)% |
| Total pounds | 1,846,478 | 2,112,126 | (12.6) |
| Pounds per day | 9,667 | 11,001 | (12.1) |
| Total shipments | 2,195 | 2,529 | (13.2) |
| Shipments per day | 11.5 | 13.2 | (12.9) |
| Weight per shipment | 841 | 835 | 0.7 |
| Revenue per hundredweight 3 | $31.13 | $31.03 | 0.3 |
| Revenue per hundredweight, ex fuel 3 | $24.86 | $24.21 | 2.7 |
| Revenue per shipment 3 | $263.44 | $259.13 | 1.7 |
| Revenue per shipment, ex fuel 3 | $209.09 | $202.16 | 3.4 |
| 1 In thousands | |||
| 2 Excludes accessorial and Truckload products | |||
| 3 Includes intercompany revenue between the Network and Truckload revenue streams | |||
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.
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.
Salaries, Wages, and Employee Benefits
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.
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.
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.
Omni Logistics - Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024
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):
| Nine Months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30, 2025 | Percent of Revenue | September 30, 2024 | Percent of Revenue | Change | Percent Change | |
| Operating revenue | $991,370 | 100.0% | 871,232 | 100.0% | 120,138 | 13.8% |
| Operating expenses: | ||||||
| Purchased transportation | 567,086 | 57.2 | 517,951 | 59.5 | 49,135 | 9.5 |
| Salaries, wages and employee benefits | 176,740 | 17.8 | 161,462 | 18.5 | 15,278 | 9.5 |
| Operating leases | 82,755 | 8.3 | 73,464 | 8.4 | 9,291 | 12.6 |
| Depreciation and amortization | 67,481 | 6.8 | 60,937 | 7.0 | 6,544 | 10.7 |
| Insurance and claims | 3,804 | 0.4 | 8,386 | 1.0 | (4,582) | (54.6) |
| Fuel expense | 2,779 | 0.3 | 2,286 | 0.3 | 493 | 21.6 |
| Other operating expenses | 70,415 | 7.1 | 72,604 | 8.3 | (2,189) | (3.0) |
| Impairment of goodwill | — | 0.1 | 1,107,465 | 127.1 | (1,107,465) | (100.0) |
| Total operating expenses | 971,060 | 98.0 | 2,004,555 | 230.1 | (1,033,495) | (51.6) |
| Income (loss) from operations | 20,310 | 2.0% | (1,133,323) | (130.1)% | 1,153,633 | 101.8% |
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.
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.
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.
Depreciation and Amortization
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.
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.
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.
Intermodal - Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024
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):
| Nine Months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30, 2025 | Percent of Revenue | September 30, 2024 | Percent of Revenue | Change | Percent Change | |
| Operating revenue | $179,970 | 100.0% | $173,003 | 100.0% | $6,967 | 4.0% |
| Operating expenses: | ||||||
| Purchased transportation | 59,556 | 33.1 | 54,916 | 31.7 | 4,640 | 8.4 |
| Salaries, wages and employee benefits | 45,514 | 25.3 | 44,487 | 25.7 | 1,027 | 2.3 |
| Operating leases | 17,402 | 9.7 | 15,136 | 8.7 | 2,266 | 15.0 |
| Depreciation and amortization | 13,604 | 7.6 | 13,921 | 8.0 | (317) | (2.3) |
| Insurance and claims | 8,838 | 4.9 | 7,753 | 4.5 | 1,085 | 14.0 |
| Fuel expense | 6,011 | 3.3 | 6,546 | 3.8 | (535) | (8.2) |
| Other operating expenses | 14,986 | 8.3 | 17,250 | 10.1 | (2,264) | (13.1) |
| Total operating expenses | 165,911 | 92.2 | 160,009 | 92.5 | 5,902 | 3.7 |
| Income from operations | $14,059 | 7.8% | $12,994 | 7.5% | $1,065 | 8.2% |
| Intermodal Operating Statistics | |||
|---|---|---|---|
| Nine Months Ended | |||
| September 30, 2025 | September 30, 2024 | Percent Change | |
| Drayage shipments | 187,738 | 190,152 | (1.3)% |
| Drayage revenue per shipment | $870 | $824 | 5.6% |
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.
Purchased transportation increased $4,640, or 8.4%, to $59,556 for the nine months ended September 30, 2025 from $54,916 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 31.7% 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 vs external capacity utilization, length of haul, lane density, and mix of service providers.
Salaries, Wages, and Employee Benefits
Salaries, wages and employee benefits increased $1,027, or 2.3%, to $45,514 for the nine months ended September 30, 2025 compared to $44,487 for the nine months ended September 30, 2024. Salaries, wages and employee benefits were 25.3% of Intermodal operating revenues for the nine months ended September 30, 2025 compared to 25.7% for the same period in 2024. Salaries, wages and employee benefits has increased due to similar variables as purchased transportation including mix of freight and other variable characteristics that impact labor utilization.
Operating Leases
Operating leases increased $2,266, or 15.0%, to $17,402 for the nine months ended September 30, 2025 from $15,136 for the nine months ended September 30, 2024. Operating leases were 9.7% of Intermodal operating revenues for the nine months ended September 30, 2025 compared to 8.7% for the same period in 2024. The increase in operating leases expense was primarily due to higher real estate lease costs for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.
Other operating expenses decreased $2,264, or 13.1%, to $14,986 for the nine months ended September 30, 2025 compared to $17,250 for the nine months ended September 30, 2024. Other operating expenses were 8.3% of Intermodal operating revenues for the nine months ended September 30, 2025 compared to 10.1% for the same period in 2024. Other operating expenses include contract labor, equipment maintenance, facility expenses, legal and professional fees, and accessorial storage costs. The decrease in other operating expenses was primarily driven by continued cost reduction efforts that began in the third quarter of 2024.
Income from operations increased by $1,065, or 8.2%, to $14,059 for the nine months ended September 30, 2025 compared to $12,994 for the nine months ended September 30, 2024. Income from operations was 7.8% of Intermodal operating revenue for the nine months ended September 30, 2025 compared to 7.5% for the same period in 2024. The increase in income from operations as a percentage of operating revenues was primarily due to higher revenue per shipment for the nine months ended September 30, 2025 as compared to nine months ended September 30, 2024.
Corporate - Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024
Corporate included a $49,651 operating loss during the nine months ended September 30, 2025 compared to a $79,175 operating loss during the nine months ended September 30, 2024. The change in the operating loss was primarily driven by $25,727 of professional fees incurred in 2025 for transaction and integration costs in connection with the Omni Acquisition as compared to $71,393 in 2024.
Application of Critical Accounting Policies
Goodwill
We test goodwill at the reporting unit level for impairment annually as of June 30 and on an interim basis when events occur or circumstances exist that carrying value may not be recoverable. We estimate the fair value of a reporting unit using a discounted cash flow (DCF), or as appropriate, a combination of the DCF and market approach known as the guideline public company approach. Under the DCF model, we calculate the fair value of a reporting unit under the present value of estimated cash flows. The significant assumptions in the DCF model primarily include, but are not limited to, forecast of annual revenue growth rates, annual operating income margin, and the terminal growth rate and the discount rate used to present value the cash flow projections. When determining these assumptions and preparing these estimates, we consider historical performance trends, and the reporting units underlying business and other market trends that may affect the reporting unit. The discount rate is based on the estimated weighted average cost of capital as of the test date of market participants in the industry in which the reporting unit operates. Under the guideline public company method, we estimate the fair value based upon market multiples of revenue and earnings derived from publicly traded companies with similar operating and investment characteristics as the reporting unit.
Estimating the fair value of a reporting unit involves uncertainties because it requires management to develop numerous assumptions, including assumptions about the future growth and potential volatility in revenues and costs, capital expenditures, industry economic factors and future business strategy. Changes in projected revenue growth rates, projected operating income margins or estimated discount rates due to uncertain market conditions, loss of one or more key customers, changes in our strategy, changes in technology or other factors could negatively affect the fair value in one or more of our reporting units and result in a material impairment charge in the future.
To assess the reasonableness of the calculated fair values of our reporting units, we also compare the sum of the reporting units’ fair values to our market capitalization and calculate an implied control premium.
2025 Annual Goodwill Analysis
The annual test of goodwill was performed for each of the reporting units with goodwill balances as of June 30, 2025. As a result of the annual test, none of the reporting units were determined to be impaired, however the Omni reporting unit fair value was not substantially in excess of its carrying value. The fair value of the Omni reporting unit was estimated to be approximately 10% higher than the carrying value. To complete the goodwill test of our reporting units, we determined the fair value of the reporting unit using the DCF model and a guideline public company approach with 50% of the value determined using the DCF and 50% of the value determined using the market approach. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors, as a result there can be no assurance that there will not be a potential impairment in the future.
Finite-Lived Intangible Assets and Other Long-Lived Assets
The Company reviews its long-lived assets, which include intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The evaluation for recoverability is performed at a level where independent cash flows may be attributed to either an asset or asset group. The analysis differs from our goodwill impairment test in that an impairment of an intangible or other long-lived asset is only deemed to have occurred if the sum of the forecasted undiscounted cash flows related to the assets being evaluated is less than the carrying value of the assets. If the forecasted net cash flows are less than the carrying value, then the assets are written down to estimated value. We did not identify any triggering events necessitating an impairment test of definite-lived assets in the three and nine months ended September 30, 2025 and 2024. Changes in the estimates of forecasted net cash flows may result in future asset impairments that could be material to our results of operations.
Liquidity and Capital Resources
We have historically financed our working capital needs, including capital expenditures, with available cash, cash flows from operations and borrowings under our $300,000 revolving credit facility pursuant to our Credit Agreement. We believe that availability of borrowings under our Credit Agreement together with available cash and internally generated funds, will be sufficient to support our working capital, capital expenditures and debt service requirements over the next twelve months. As previously disclosed and more fully described above and in Note 2, Acquisitions and Umbrella Partnership C Structure, to the Condensed Consolidated Financial Statements, we incurred significant indebtedness in connection with the Omni Acquisition. This substantial level of debt could have important consequences to our business, including, but not limited to the factors as more fully discussed in the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2024, Item 1A, “Risk Factors” - “Risks Relating to our Indebtedness.”
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.
Cash Flows
Net cash provided by operating activities was $67,112 for the nine months ended September 30, 2025 compared to net cash used by operating activities of $45,770 for the nine months ended September 30, 2024. The increase in net cash provided by operating activities was primarily due to the increase in income from continuing operations and improved working capital management.
Net cash used in investing activities was $18,976 for the nine months ended September 30, 2025 compared to $1,592,878 for the nine months ended September 30, 2024. Capital expenditures for the first nine months of 2025 were $20,765, which primarily related to the purchase of technology and operating equipment. Capital expenditures for the first nine months of 2024 were $29,810, which primarily related to the purchase of technology and operating equipment. Investing activities for the first nine months of 2024 included the Omni Acquisition for a preliminary purchase price of $2,313,653, which includes a cash outflow of $1,565,242.
Net cash used in financing activities was $13,605 for the nine months ended September 30, 2025 compared to $169,394 for the nine months ended September 30, 2024. The change in the net cash used in financing activities was primarily due to the payments in 2024 of debt issuance costs, long-term debts, and earn-out liabilities, all of which did not reoccur in the current year period.
Forward-Looking Statements
This report contains “forward-looking statements,” as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements other than historical information or statements of current condition and relate to future events or our future financial performance. Some forward-looking statements may be identified by use of such terms as “believes,” “anticipates,” “intends,” “plans,” “estimates,” “projects” or “expects.” In this Form 10-Q, forward-looking statements include, but are not limited to, any statements regarding: (i) any projections of earnings, revenues, other financial items or related accounting treatment, or cost reduction measures, including any impact of the Omni Acquisition on our financial statements; (ii) future performance, including any expectations about our ability to increase shipments; (iii) our ability to maintain compliance with the covenants of our indebtedness instruments; (iv) our yield management process, any improvements in operating efficiencies and our ability to create synergies across our services and in connection with the continued integration of Omni; (v) changes in fuel prices and volatility in fuel surcharge revenue, and their impact on our business; (vi) consumer demand and inventory levels, and the impact on freight volumes; (vii) future insurance, claims and litigation and any associated estimates or projections; (viii) our ability to accelerate the expansion of the Company’s terminal footprint; (ix) certain tax and accounting matters, including the impact on our financial statements and our ability realize remaining net deferred tax assets; (x) the expected impact on our business of government regulation and laws and changes thereto; (xi) our ability to use key performance metrics and key operating statistics to gauge growth strategies; (xii) future business, economic conditions and industry projections; (xiii) competition, including our specific advantages, the capabilities of our segments, including the integration of services and our geographic location; (xiv) expectations regarding plans, strategies, and objectives of management for future operations; (xv) our beliefs regarding the effect on our condensed consolidated financial statements resulting from the resolution of claims and pending litigation; (xvi) our beliefs regarding our ability to support our working capital, capital expenditures and debt service requirements over the next twelve months; (xvii) our beliefs regarding the effectiveness of our internal control over financial reporting and the implementation of our remediation plan to address material weaknesses; (xviii) our beliefs regarding the potential impact of tariffs on our financial position, results of operations and/or cash flows and our reliance on any of the regions that are subject to tariffs; (xix) our beliefs regarding the ongoing review of strategic alternatives and the expected results of our ongoing integration of Omni; and (xx) any belief and any statements of assumptions underlying any of the foregoing.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such 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 recently imposed tariffs and potential escalation from trading partners, the risk associated with trade policy, including the extent to which tariffs will affect the Company's operations and strategic plan, risks associated with the Company's limited visibility to the impact of tariffs on third-party shipments, the timing of its review of any strategic alternatives, whether the company will be able to identify and develop any strategic alternatives to its strategic plan as a standalone company, the Company's ability to execute on material aspects of any strategic alternatives that are identified and pursued, whether the company can achieve the potential benefits of any strategic alternatives or its strategic plan as a standalone company, recessions, inflation, higher interest rates and downturns in customer business cycles, the outcome and related impact of the Omni Acquisition, continued weakening of the freight environment, future debt and financing levels, the outcome of any legal proceedings related to the Omni Acquisition, our substantial indebtedness, our ability to manage our growth and ability to grow, in part, through acquisitions while being able to successfully integrate such acquisitions, 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 motor 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 by‑laws, the cost of new equipment, the impact and efficacy of our disclosure controls and procedures, and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2024. As a result of the foregoing, no assurance can be given as to future financial condition, cash flows or results of operations. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.