What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-09 compared with 2024-05-15 · 229 added, 216 removed, 583 unchanged (43% of the section changed)

3 unchanged sentences

(unaudited and in thousands, except share and per share amounts)

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Current assets:

38 unchanged sentences

issued and outstanding shares - 12,105 in 2024 and none in 2023

Preferred stock, Class C, $ 0.01 par value:

Authorized shares - 10,000 ;

issued and outstanding shares - 1,210 in 2024 and none in 2023

Common stock, $ 0.01 par value:

2 unchanged sentences

Additional paid-in capital 512,638 283,684

Retained earnings 417,282 480,320

Retained (deficit) earnings ( 228,151 ) 480,320

Accumulated other comprehensive loss ( 1,000 ) —

8 unchanged sentences

Three Months Ended

March 31, 2024 March 31, 2023

June 30, 2024 June 30, 2023

Operating revenue $ 643,666 $ 333,622

7 unchanged sentences

Other operating expenses 65,666 37,263

Impairment of goodwill 1,092,714 —

Total operating expenses 1,739,421 307,297

2 unchanged sentences

Interest expense, net ( 47,265 ) ( 2,585 )

Foreign exchange loss ( 668 ) —

Foreign exchange gain 1,567 —

Other income, net 40 —

3 unchanged sentences

Net (loss) income from continuing operations ( 966,471 ) 17,127

Income from discontinued operation, net of tax — 2,464

(Loss) income from discontinued operation, net of tax ( 4,876 ) 2,824

Net (loss) income ( 971,347 ) 19,951

16 unchanged sentences

Comprehensive (loss) income attributable to Forward Air $ ( 646,282 ) $ 19,951

The accompanying notes are an integral part of the condensed consolidated financial statement

Forward Air Corporation

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

(unaudited and in thousands, except per share amounts)

Six Months Ended

June 30, 2024 June 30, 2023

Operating revenues $ 1,185,479 $ 691,331

Operating expenses:

Purchased transportation 598,602 287,138

Salaries, wages and employee benefits 272,867 140,610

Operating leases 85,061 46,969

Depreciation and amortization 80,425 25,617

Insurance and claims 27,579 26,019

Fuel expense 11,105 10,888

Other operating expenses 178,613 80,569

Impairment of goodwill

Total operating expenses 2,346,966 617,810

(Loss) income from operations ( 1,161,487 ) 73,521

Other income and expenses:

Interest expense, net ( 88,018 ) ( 4,940 )

Foreign exchange gain 899 —

Other income, net 49 —

Total other expense ( 87,070 ) ( 4,940 )

(Loss) income before income taxes ( 1,248,557 ) 68,581

Income tax (benefit) expense ( 193,292 ) 17,550

Net (loss) income from continuing operations ( 1,055,265 ) 51,031

(Loss) income from discontinued operation, net of tax ( 4,876 ) 5,288

Net (loss) income ( 1,060,141 ) 56,319

Net (loss) attributable to noncontrolling interest ( 352,996 ) —

Net (loss) income attributable to Forward Air $ ( 707,145 ) $ 56,319

Basic net (loss) income per share attributable to Forward Air:

Continuing operations $ ( 27.53 ) $ 1.94

Discontinued operations ( 0.18 ) 0.20

Net (loss) income per basic share $ ( 27.71 ) $ 2.14

Diluted net (loss) income per share attributable to Forward Air:

Continuing operations $ ( 27.53 ) $ 1.93

Discontinued operations ( 0.18 ) 0.20

Net (loss) income per diluted share $ ( 27.71 ) $ 2.13

Dividends per share $ — $ 0.48

Net (loss) income $ ( 1,060,141 ) $ 56,319

Other comprehensive (loss) income:

Foreign currency translation adjustments ( 1,000 ) —

Comprehensive (loss) income ( 1,061,141 ) 56,319

Comprehensive loss attributable to noncontrolling interest ( 352,996 ) —

Comprehensive (loss) income attributable to Forward Air $ ( 708,145 ) $ 56,319

The accompanying notes are an integral part of the condensed consolidated financial statements.

2 unchanged sentences

(unaudited and in thousands)

Three Months Ended

March 31, 2024 March 31, 2023

Six Months Ended

June 30, 2024 June 30, 2023

Operating activities:

2 unchanged sentences

Depreciation and amortization 80,425 25,617

Impairment of goodwill 1,092,714 —

Share-based compensation expense 5,187 5,796

Provision for revenue adjustments 2,159 2,812

Deferred income tax expense 2,945 1,857

Deferred income tax (benefit) expense ( 163,604 ) 2,182

Other 6,469 ( 1,733 )

19 unchanged sentences

Repurchases and retirement of common stock — ( 79,792 )

Proceeds from common stock issued under employee stock purchase plan 369 421

Payment of minimum tax withholdings on share-based awards ( 1,361 ) ( 4,292 )

4 unchanged sentences

Cash from discontinued operation:

Net cash provided by operating activities of discontinued operation — 5,154

Net cash (used in) provided by operating activities of discontinued operation ( 4,876 ) 12,112

Net cash used in investing activities of discontinued operation — ( 739 )

4 unchanged sentences

Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents ( 1,847,418 ) ( 27,541 )

cash at end of period of discontinued operation — —

Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period of continuing operations $ 104,655 $ 18,281

Forward Air Corporation

Consolidated Statements of Cash Flows

Condensed Consolidated Statements of Cash Flows

(In thousands)

Three Months Ended

March 31, 2024 March 31, 2023

Six Months Ended

June 30, 2024 June 30, 2023

Reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents:

1 unchanged sentence

Restricted cash and restricted cash equivalents 19,769 —

Noncurrent restricted cash equivalents — —

Total cash, cash equivalents, restricted cash and restricted cash equivalents shown in the statement of cash flow:

9 unchanged sentences

Class C Amount Additional Paid-in

Capital Accumulated Other Comprehensive Loss Retained Earnings Noncontrolling Interest Total Shareholders'

Capital Accumulated Other Comprehensive Loss Retained (Deficit) Earnings

Noncontrolling Interest Total Shareholders'

Shares Amount Shares Amount Shares Amount

7 unchanged sentences

Balance at March 31, 2024 26,438 $ 265 4 $ — 1 $ — $ 508,675 $ ( 151 ) $ 417,282 $ 406,367 $ 1,332,438

Net loss — — — — — — — ( 645,433 ) ( 325,914 ) ( 971,347 )

Foreign currency translation adjustments — — — — — — — ( 849 ) — — ( 849 )

Common stock issued under employee stock purchase plan 21 — — — — — 355 — — — 355

Conversion of preferred C series

1,210 12 8 — ( 1 ) — ( 12 ) — — — —

Share-based compensation expense — — — — — — 3,620 — — — 3,620

Issuance of share-based awards 30 — — — — — — — — — —

Balance at June 30, 2024 27,699 $ 277 12 $ — — $ — $ 512,638 $ ( 1,000 ) $ ( 228,151 ) $ 80,453 $ 364,217

Common Stock Additional

11 unchanged sentences

Balance at March 31, 2023 26,053 $ 261 $ 274,007 $ 411,365 $ 685,633

Net income — — — 19,951 19,951

Common stock issued under employee stock purchase plan 4 — 421 — 421

Share-based compensation expense — — 3,160 — 3,160

Payment of dividends to shareholders — — 5 ( 6,260 ) ( 6,255 )

Repurchases and retirement of common stock ( 285 ) ( 3 ) — ( 29,298 ) ( 29,301 )

Issuance of share-based awards 14 — — — —

Balance at June 30, 2023 25,786 $ 258 $ 277,593 $ 395,758 $ 673,609

The accompanying notes are an integral part of the condensed consolidated financial statements.

2 unchanged sentences

(unaudited and in thousands, except per share data)

March 31, 2024

June 30, 2024

Description of Business and Basis of Presentation

3 unchanged sentences

Expedited Freight, Intermodal and Omni Logistics.

The Company conducts business in North America, Europe, and Asia.

The Company conducts business in North and South America, Europe, and Asia.

The Expedited Freight segment provides expedited regional, inter-regional and national less-than-truckload (“LTL ” ) and truckload services.

12 unchanged sentences

The Company concluded that the VIEs should be consolidated as of December 31, 2023 because the Company had (i) the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) the obligation to absorb losses and the right to receive benefits, which could potentially be significant.

On January 25, 2024 (“the Closing”), the Company completed the acquisition of Omni Newco, LLC (“the Omni Acquisition”) pursuant to the Agreement and plan of Merger, dated as of August 10, 2023 (the “Merger Agreement”) and amended by Amendment No.

On January 25, 2024 (“the Closing”), the Company completed the acquisition of Omni (“the Omni Acquisition”) pursuant to the Agreement and Plan of Merger, dated as of August 10, 2023 (the “Merger Agreement”) and amended by Amendment No.

1, dated as of January 22, 2024 (the “Amended Merger Agreement”).

The VIEs were acquired as part of the Omni Acquisition and assumed into the Company's consolidated subsidiaries as of March 31, 2024.

The VIEs were acquired as part of the Omni Acquisition and assumed into the Company's consolidated subsidiaries as of January 25, 2024.

Refer to Note 4, Acquisitions, for additional disclosures regarding the Company’s previously held VIEs.

7 unchanged sentences

(unaudited and in thousands, except per share data)

March 31, 2024

June 30, 2024

Foreign Currency

3 unchanged sentences

Restricted Cash

As of March 31, 2024, the Company had restricted cash in the amount of $ 20,228 related to letters of credit, which guarantee the Company’s obligations for potential claims exposure for insurance coverage.

As of June 30, 2024, the Company had restricted cash in the amount of $ 19,769 related to letters of credit, which guarantee the Company’s obligations for potential claims exposure for insurance coverage.

Revenue Recognition

19 unchanged sentences

(unaudited and in thousands, except per share data)

March 31, 2024

June 30, 2024

Discontinued Operation

As previously disclosed, in December 2023, the Company made a decision to divest of the Final Mile business and the sale was completed on December 20, 2023.

As a result, the results of operations of Final Mile, have been presented under the caption “Income from discontinued operations, net of tax” in the Consolidated Statement of Operations for the three months ended March 31, 2023.

As a result, the results of operations of Final Mile, have been presented under the caption “(Loss) income from discontinued operations, net of tax” in the Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2023.

Summarized Discontinued Operation Financial Information

A summary of the results of operations classified as a discontinued operation, net of tax, in the Condensed Consolidated Statement of Operations for the three months ended March 31, 2023 is as follows:

Three Months Ended

March 31, 2023

A summary of the results of operations classified as a discontinued operation, net of tax, in the Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2023 is as follows:

Three Months Ended Six Months Ended

June 30, 2023 June 30, 2023

Operating revenue $ 68,560 $ 137,917

22 unchanged sentences

(unaudited and in thousands, except per share data)

March 31, 2024

June 30, 2024

Acquisition of Omni

On January 25, 2024, the Company completed the Omni Acquisition pursuant to the Merger Agreement, and amended by the Amended Merger Agreement.

Omni Newco, LLC (“Omni”), headquartered in Dallas, Texas, is an asset-light, high-touch logistics and supply chain management company with customer relationships in high-growth end markets.

On January 25, 2024, the Company completed the Omni Acquisition pursuant to the Merger Agreement, as amended by the Amended Merger Agreement.

Omni, headquartered in Dallas, Texas, is an asset-light, high-touch logistics and supply chain management company with customer relationships in high-growth end markets.

Omni delivers domestic and international freight forwarding, fulfillment services, customs brokerage, distribution, and value-added services for time-sensitive freight to U.S.-based customers operating both domestically and internationally.

Pursuant to the Amended Merger Agreement, through a series of transactions involving the Company’s direct and indirect subsidiaries (collectively, with the other transactions contemplated by the Amended Merger Agreement and the other Transaction Agreements referred to therein, the “Transactions”), acquired Omni for a combination of (a) $ 100,499 in cash and (b) (i) common equity consideration representing 5,135 shares of the Company’s outstanding common stock, par value $ 0.01 per share on an as-converted and as-exchanged basis (the “Common Equity Consideration”) and (ii) non-voting, convertible perpetual preferred equity consideration representing, if the Company’s shareholders give the Conversion Approval (as defined below), an additional 8,880 shares of common stock on an as-exchanged basis (the “Convertible Preferred Equity Consideration”).

The Common Equity Consideration represents, as of the Closing and before any Conversion Approval, approximately 16.5 % of the Company’s common stock, on a fully diluted, as-exchanged basis.

If the Company’s shareholders approve the conversion of the Convertible Preferred Equity Consideration to Forward Common Stock in accordance with the listing rules of NASDAQ (the “Conversion Approval”), the Common Equity Consideration and the Convertible Preferred Equity Consideration together will represent, as of the Closing, 35.0 % of the Company’s common stock on a fully diluted and as-exchanged basis.

(i) 1,910 shares of common stock (of which 1,210 were issued upon conversion of the Series C Preferred Units upon approval of the Company’s shareholders at the 2024 Annual Shareholders Meeting held on June 3, 2024 (the “Conversion Approval”)) and (ii) 12,105 Opco Class B Units (as defined below) and corresponding Series B Preferred Units (as defined below), which are exchangeable into shares of Common Stock (of which 7,670 units were issued upon conversion of the units of Opco (defined below) designated as “Opco Series C-2 Preferred Units” upon the Conversion Approval.

The Equity Consideration represents, as of June 30, 2024, 34 % of the Company’s outstanding common stock on a fully-diluted and as-exchanged basis.

Prior to the consummation of the Transactions, the Company completed a restructuring, pursuant to which, among other things, the Company contributed all of its operating assets to Clue Opco LLC, a newly formed subsidiary of the Company (“Opco”).

Opco has been structured as an umbrella partnership C corporation through which the existing direct and certain indirect equityholders of Omni (“Omni Holders”), as of Closing, hold (i) a portion of the Common Equity Consideration in the form of units of Opco designated as “Class B Units” (“Opco Class B Units”) and corresponding Series B Preferred Units (as defined below) and (ii) a portion of the Convertible Preferred Equity Consideration in the form of units of Opco designated as “Series C-2 Preferred Units” (“Opco Series C-2 Preferred Units”).

Opco has been structured as an umbrella partnership C corporation through which the existing direct and certain indirect equity holders of Omni (“Omni Holders”) hold a portion of the Equity Consideration in the form of units of Opco designated as “Class B Units” (“Opco Class B Units”) and corresponding Series B Preferred Units.

Effective as of the Closing, the Company operates its business through Opco, which indirectly holds all of the assets and operations of the Company and Omni.

Opco is governed by an amended and restated limited liability company agreement of Opco that became effective at the Closing (“Opco LLCA”).

The portion of the transaction consideration paid to Omni Holders that is Common Equity Consideration consists of (a) shares of the Company’s common stock and (b) Opco Class B Units and corresponding Series B Preferred Units that are exchangeable at the option of the holders thereof into shares of the Company’s common stock pursuant to the Opco LLCA.

The portion of the transaction consideration paid to Omni Holders that is Convertible Preferred Equity Consideration consists of (a) Series C Preferred Units that will automatically convert into shares of the Company’s common stock upon the receipt of the Conversion Approval and (b) Opco Series C-2 Preferred Units that are economically equivalent to Series C Preferred Units and will automatically convert into Opco Class B Units and corresponding Series B Preferred Units upon receipt of the Conversion Approval pursuant to the Opco LLCA.

If the Conversion Approval is obtained, the Convertible Preferred Equity Consideration will convert into (i) the Company’s common stock and (ii) Opco Class B Units and corresponding Series B Preferred Units.

In connection with the Transactions, the Company has agreed to use its reasonable best efforts to obtain the Conversion Approval at the first annual meeting of the Company’s shareholders following the Closing.

If the Company does not obtain the Conversion Approval at such annual meeting, then, so long as any Series C Preferred Units remain outstanding, the Company has agreed to continue to use its reasonable best efforts to obtain the Conversion Approval at each annual meeting of shareholders thereafter until the Conversion Approval is obtained.

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

March 31, 2024

At the Closing, the Company, Opco, Omni Holders and certain other parties entered into a tax receivable agreement (the “Tax Receivable Agreement”), which sets forth the agreement among the parties regarding the sharing of certain tax benefits realized by the Company as a result of the Transactions.

Pursuant to the Tax Receivable Agreement, the Company is generally obligated to pay certain Omni Holders 83.5 % of (a) the total tax benefit that the Company realizes as a result of increases in tax basis in Opco’s assets resulting from certain actual or deemed distributions and the future exchange of units of Opco for shares of securities of the Company (or cash) pursuant to the Opco LLCA, (b) certain pre-existing tax attributes of certain Omni Holders that are corporate entities for tax purposes, (c) the tax benefits that the Company realizes from certain tax allocations that correspond to items of income or gain required to be recognized by certain Omni Holders, and (d) other tax benefits attributable to payments under the Tax Receivable Agreement.

As of December 31, 2023, the Company consolidated the activities of GN Bondco, LLC (VIE) and GN Loanco, LLC (VIE) with the proceeds from the Notes and New Term Loan recorded in “Noncurrent restricted cash equivalents” and the corresponding long-term debt recorded in “Long-term debt held in escrow” on the Condensed Consolidated Balance Sheets.

Pursuant to the Merger Agreement, the Company deposited the appropriate funds into escrow on behalf of GN Bondco, LLC and GN Loanco, LLC in connection with the interest accrued through the Closing Date.

As of December 31, 2023, the Company consolidated the activities of GN Bondco, LLC (VIE) and GN Loanco, LLC (VIE) with the proceeds from the Notes (as defined below) and New Term Loan (as defined below) recorded in “Noncurrent restricted cash equivalents” and the corresponding long-term debt recorded in “Long-term debt held in escrow” on the Condensed Consolidated Balance Sheets.

Pursuant to the Merger Agreement, the Company deposited the appropriate funds into escrow on behalf of GN Bondco, LLC and GN Loanco, LLC in connection with the interest accrued through the Closing.

For the interest funded but unpaid as of December 31, 2023, the corresponding amounts were recorded in “Restricted cash equivalents” and “Accrued expenses” on the Condensed Consolidated Balance Sheets.

3 unchanged sentences

The Notes and New Term Loans are discussed in Note 6, Indebtedness.

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

June 30, 2024

The Omni Acquisition enables the Company to provide a differentiated service offering and expanded geographic footprint to customers.

3 unchanged sentences

The associated goodwill has been included in the Omni reportable segment and is not expected to be deductible for tax purposes.

Purchase Price of Omni

The sources of the preliminary purchase price consideration are as follows:

Consideration transferred of Omni

The acquisition-date fair value sources of the consideration transferred consists of the followings:

Cash $ 100,499

5 unchanged sentences

Extinguishment of Omni's indebtedness 1,543,003

Preliminary purchase price $ 2,313,653

Preliminary consideration transferred $ 2,313,653

Forward Air Corporation

1 unchanged sentence

(unaudited and in thousands, except per share data)

March 31, 2024

June 30, 2024

Fair Value of Assets Acquired and Liabilities Assumed

24 unchanged sentences

Net assets acquired $ 56,567 $ 2,313,653

The preliminary purchase price for Omni has been allocated to assets acquired and liabilities assumed based on the Company’s best estimates and assumptions using the information available as of the acquisition date through the date of this filing.

The estimated fair values of the assets acquired and liabilities assumed are based on the Company’s best estimates and assumptions using the information available as of the acquisition date through the date of this filing.

As a part of the Omni Acquisition, the interest in Opco not owned by Company was valued to be $ 433,449 on January 25, 2024 and is disclosed in the Condensed Consolidated Statements of Shareholders’ Equity.

Due to the timing of the Closing, the Company continues to evaluate the impact of this acquisition on its Condensed Consolidated Financial Statements.

The Company continues to evaluate the impact of this acquisition on its Condensed Consolidated Financial Statements.

The primary areas of the acquisition accounting that are not yet finalized include, but are not limited to, the following:

3 unchanged sentences

The Company expects to finalize the valuation as soon as practicable, but no later than one year from the acquisition date.

For the three months ended March 31, 2024 , the Company recorded $ 58,226 of transactions and integration costs incurred in connection with the Omni Acquisition.

For the three and six months ended June 30, 2024 , the Company recorded $ 10,018 and $ 71,942 of transactions and integration costs incurred in connection with the Omni Acquisition.

The transaction and integration costs were recorded in “Other operating expenses” in the Condensed Consolidated Statements of Operations.

2 unchanged sentences

(unaudited and in thousands, except per share data)

March 31, 2024

June 30, 2024

The preliminary estimated useful life of acquired intangible assets as of the acquisition date are summarized in the following table:

6 unchanged sentences

The following table represents the pro forma financial information as if Omni had been included in the consolidated results of the Company since January 1, 2023 (unaudited and in thousands) :

Three Months Ended

March 31, 2024 March 31, 2023

Six Months Ended

June 30, 2024 June 30, 2023

Pro forma revenue $ 1,267,479 $ 1,355,921

2 unchanged sentences

Goodwill and Intangible Assets

Changes in the carrying amount of goodwill during the three months ended March 31, 2024 are summarized as follows:

Changes in the carrying amount of goodwill during the six months ended June 30, 2024 are summarized as follows:

Expedited Freight Intermodal Omni Logistics Consolidated

1 unchanged sentence

Acquisition — — 1,359,388 1,359,388

Balance as of March 31, 2024 $ 141,720 $ 136,986 $ 1,100,474 $ 1,379,180

The Company ’ s accumulated goodwill impairment is $ 25,686 related to impairment charges the Company recorded during 2016 pertaining to its Truckload Services reporting unit.

Impairment — — ( 1,092,714 ) ( 1,092,714 )

Balance as of June 30, 2024 $ 141,720 $ 136,986 $ 266,674 $ 545,380

The Company's accumulated impairment loss for the Omni Logistics segment is $ 1,092,714 as of June 30, 2024.

The Company’s accumulated goodwill impairment also includes $ 25,686 related to impairment charges the Company recorded during 2016 pertaining to its Truckload Services reporting unit.

The Truckload Services reporting unit operates within the Expedited Freight reportable segment.

Goodwill is tested for impairment on an annual basis and more often if indications of impairment exist.

The Company conducts its annual impairment analyses as of June 30 each year.

There have been no indicators of impairment during the three months ended March 31, 2024.

The Company tests goodwill for impairment, at the reporting unit level, annually as of June 30 and when events or circumstances indicate that fair value of a reporting unit may be below its carrying value.

A reporting unit is an operating segment or one level below an operating segment, for example, a component.

If the fair value of the reporting unit is below its carrying value, the difference between the total fair value of the reporting unit and the carrying value is recognized as an impairment to the reporting unit's goodwill.

The Company’s annual impairment analyses were performed as of June 30, 2024 for all reporting units.

For the reporting units in the Expedited Freight and Intermodal reportable segments, we performed a discounted cash flow (DCF) analysis and these reporting units continue to result in an excess of fair value over carrying value.

Forward Air Corporation

1 unchanged sentence

(unaudited and in thousands, except per share data)

March 31, 2024

June 30, 2024

The Omni reporting unit’s fair value was calculated using a DCF model and a guideline public company method, with each method weighted equally.

Under the DCF model, the fair value of a reporting unit is the present value of estimated future cash flows and is based on all known or knowable information at the measurement date.

Under the guideline public company method, the fair value is based upon market multiples derived from publicly-traded companies with similar operating and investment characteristics of the reporting unit.

The inputs to both the DCF and the guideline public company method are Level 3 valuation inputs.

Primarily due to a decrease in the market value of the Company’s common stock during the second quarter of 2024, as a result of many factors including, but not limited to, general market factors, credit rating downgrades, and changes in executive leadership, and the inherent uncertainty associated with the combined enterprise, the Omni Logistics reporting unit’s fair value was determined to be less than its carrying value.

As a result, the Company recorded a non-cash impairment charge of $ 1,092,714 during the three and six months ended June 30, 2024.

The goodwill impairment expense was recorded in the Impairment of goodwill caption on the Condensed Consolidated Statement of Operations.

Additionally, as qualifying measurement-period adjustments are made to the Omni purchase price allocation, which is not yet finalized (See Note 4, Acquisitions), adjustments to the goodwill impairment may be required.

Other Intangible Assets

Changes in the carrying amount of acquired intangible assets during the three months ended March 31, 2024 are summarized as follows:

Changes in the carrying amount of acquired intangible assets during the six months ended June 30, 2024 are summarized as follows:

Gross Carrying Amount

3 unchanged sentences

Acquisition 1,062,729 42,509 42,510 1,147,748

Balance as of March 31, 2024 $ 1,316,643 $ 48,916 $ 44,010 $ 1,409,569

Balance as of June 30, 2024 $ 1,316,643 $ 48,916 $ 44,010 $ 1,409,569

Accumulated Amortization

3 unchanged sentences

Amortization expense 44,690 3,606 3,542 51,838

Balance as of March 31, 2024 $ 134,236 $ 7,988 $ 2,917 $ 145,141

1 Carrying value as of March 31, 2024 and December 31, 2023 is inclusive o f $ 16,501 of accumulated impairment.

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

March 31, 2024

Stock Incentive Plans

Stock Incentive Plan

The Company recorded share-based compensation expense as follows for the three months ended March 31, 2024 and 2023:

Three Months Ended

March 31, 2024 March 31, 2023

Salaries, wages and employee benefits - continuing operations $ 1,217 $ 2,567

Salaries, wages and employee benefits - discontinued operation — 243

Total share-based compensation expense $ 1,217 $ 2,810

In May 2016, the Company adopted the 2016 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) for the issuance of up to 2,000 common shares to employees.

As of March 31, 2024, appro ximatel y 137 shares remain available for grant under the Omnibus Plan.

Stock Options

Certain executives are eligible to receive grants of stock options.

Stock options vest over a three-year period from the date of grant.

Share-based compensation expense associated with these awards is amortized ratably over the vesting period.

The Company estimates the fair value of the grants using the Black-Scholes option-pricing model.

Stock option transactions during the three months ended March 31, 2024 were as follows:

Stock Options Weighted-Average Exercise Price

Outstanding as of January 1 370 $ 76.83

Exercised — —

Forfeited ( 83 ) 73.02

Outstanding as of March 31 287 $ 77.93

As of March 31, 2024, the total share-based compensation expense related to unvested stock options not yet recognized was $ 750 , and the weighted-average period over which it is expected to be recognized is approximately two years .

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

March 31, 2024

Restricted Shares

The Company’s primary long-term incentive plan is a restricted share award plan that entitles employees to receive shares of the Company’s common stock subject to vesting requirements based on continued employment.

Shares granted under the restricted share award plan are restricted from sale or transfer until vesting, and the restrictions lapse in three equal installments beginning one year after the date of grant.

Dividends are paid in cash on a current basis throughout the vesting period.

Share-based compensation expense associated with these awards is amortized ratably over the requisite service period.

All forfeitures are recognized as incurred.

Restricted share transactions during the three months ended March 31, 2024 were as follows:

Restricted Shares Weighted-Average Grant Date Fair Value

Outstanding as of January 1 133 $ 104.87

Granted 360 33.46

Vested ( 62 ) 98.36

Forfeited ( 13 ) 99.84

Outstanding as of March 31 418 $ 44.41

As of March 31, 2024, the total share-based compensation expense related to restricted shares not yet recognized was $ 17,293 , and the weighted-average period over which it is expected to be recognized is approximately two years .

Performance Awards

Performance awards are based on achieving certain financial targets, such as targets for earnings before interest, taxes, depreciation and amortization, and the Company’s total shareholder return as compared to the total shareholder return of a selected peer group, as determined by the Board of Directors (“Board”).

Performance targets are set at the beginning of each three-year measurement period.

Share-based compensation expense associated with these awards is amortized ratably over the vesting period.

Depending on the financial target, the compensation expense is determined based on the projected assessment of the level of performance that will be achieved.

The Company estimates the fair value of the grants with a financial target based on the Company’s total shareholder return using a Monte Carlo simulation model.

Performance award transactions during the three months ended March 31, 2024 were as follows assuming target levels of performance:

Performance Awards Weighted-Average Grant Date Fair Value

Outstanding as of January 1 61 $ 105.88

Granted 116 7.62

Additional shares awarded based on performance 14 91.33

Earned ( 39 ) 89.34

Forfeited or unearned ( 23 ) 115.17

Outstanding as of March 31 129 $ 19.15

As of March 31, 2024, the total share-based compensation expense related to unearned performance awards not yet recognized, assuming the Company’s current projected assessment of the level of performance that will be achieved, was $ 1,644 , and the weighted-average period over which it is expected to be recognized is approximately two years .

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

March 31, 2024

Employee Stock Purchase Plan

Under the 2005 Employee Stock Purchase Plan (the “ESPP”), the Company is authorized to issue up to a remaining 302 shares of common stock to employees.

These shares may be issued at a price equal to 90 % of the lesser of the market value on the first day or the last day of each six-month purchase period.

Common stock purchases are paid for through periodic payroll deductions and/or up to two large lump sum contributions.

Director Restricted Shares

Under the Amended and Restated Non-Employee Director Stock Plan (the “Amended Plan”), approved in May 2007 and further amended in February 2013 and January 2016, up to 360 of common shares may be issued.

As of March 31, 2024, approxim ately 45 s hares re main available for grant under the Amended Plan.

Under the Amended Plan, each non-employee director receives an annual grant of restricted shares of the Company’s common stock.

The restricted shares vest on the earlier of (a) the day immediately prior to the first annual shareholder meeting that occurs after the grant date or (b) one year after the grant date.

Director restricted share transactions during the three months ended March 31, 2024 were as follows:

Director Restricted Shares Weighted-Average Grant Date Fair Value

Outstanding as of January 1 14 $ 96.10

Granted 2 38.46

Forfeited — —

Outstanding as of March 31 16 $ 89.69

For the three months ended March 31, 2024 and 2023 , the Company re corded $ 350 an d $ 339 , respectively, of share-based compensation expense associated with these grants.

As of March 31, 2024, the total share-based compensation expense related to the restricted shares not yet recognized was $ 179 , and the weighted-average period over which it is expected to be recognized is approximately less than one year .

Balance as of June 30, 2024 $ 163,683 $ 10,145 $ 5,042 $ 178,870

1 Carrying value as of June 30, 2024 and December 31, 2023 is inclusive o f $ 16,501 of accumulated impairment.

Forward Air Corporation

1 unchanged sentence

(unaudited and in thousands, except per share data)

March 31, 2024

Long-term debt consisted of the following as of March 31, 2024 and December 31, 2023:

March 31, 2024 December 31, 2023

June 30, 2024

Long-term debt consisted of the following as of June 30, 2024 and December 31, 2023:

June 30, 2024 December 31, 2023

Term Loan, expiring 2030 1

3 unchanged sentences

Debt issuance costs 2

Current portion of long-term debt ( 11,250 ) —

Total long-term debt, less current portion $ 1,664,107 $ —

Total long-term debt $ 1,677,315 $ —

1 On December 31, 2023 the debt instruments and related proceeds were consolidated but were restricted under an escrow agreement contingent upon the Closing of the Omni Acquisition.

1 unchanged sentence

Senior Secured Notes

In order to finance a portion of the cash consideration payable for the Omni Acquisition and the costs and expenses incurred in connection with the transaction, GN Bondco, LLC, a wholly owned subsidiary of Omni, (the “Escrow Issuer” and consolidated VIE) completed a private offering of $ 725,000 aggregate principal amount of its 9.5 % senior secured notes due 2031 (the “Notes”) in a transaction exempt from registration under the Securities Act.

As of December 31, 2023, the Notes were included in Long-term debt held in escrow on the Condensed Consolidated Balance Sheets.

12 unchanged sentences

Upon the occurrence of a “change of control”, Opco will be required to offer to repurchase all of the outstanding principal amount of the Notes at a purchase price of 101.000 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

March 31, 2024

Senior Secured Term Loan Facility

1 unchanged sentence

Pursuant to the Credit Agreement, the Escrow Loan Borrower obtained senior secured term B loans in an aggregate principal amount of $ 1,125,000 (the “New Term Loans”) and the ability to draw down up to $ 400,000 under a line of credit (the “Revolving Credit Facility”).

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

June 30, 2024

The New Term Loans bear interest based, at Opco’s election, on (a) SOFR plus an applicable margin or (b) the base rate plus an applicable margin.

21 unchanged sentences

2, on February 12, 2024, Opco repaid $ 80,000 aggregate principal amount of the New Term Loans outstanding under the Credit Agreement, together with all accrued and unpaid interest thereon.

Both the Notes and Revolving Credit Facility contain covenants that, among other things, restrict the ability of the Company, without the approval of the required lenders, to engage in certain mergers, consolidations, asset sales, dividends and stock repurchases, investments, and other transactions or to incur liens or indebtedness in excess of agreed thresholds, as set forth in the credit agreement.

As of the date of this report, the Company was in compliance with these aforementioned covenants.

The Revolving Credit Facility’s terms also include a financial covenant which requires the Company to maintain a specific leverage ratio with a measurement date starting on June 30, 2024.

Forward Air Corporation

1 unchanged sentence

(unaudited and in thousands, except per share data)

March 31, 2024

June 30, 2024

As of June 30, 2024 the Company had no outstanding borrowings under this revolving credit facility.

Former Credit Facility

8 unchanged sentences

Such increases to the Facility could have been in the form of additional revolving credit loans, term loans or a combination thereof, and were contingent upon there being no events of default under the Facility.

As of December 31, 2023 the Company had no outstanding borrowings under this credit facility.

No borrowings were made under this credit facility prior to the extinguishment upon the Closing.

As of December 31, 2023 the Company had no outstanding borrowings under the Facility.

No borrowings were made under the Facility prior to the extinguishment upon the Closing.

Letters of Credit

The Company had an arrangement under the Facility to issue letters of credit, which guarantee the Company’s obligations for potential claims exposure for insurance coverage.

As of December 31, 2023, outstanding letters of credit totaled $ 19,834 .

As of December 31, 2023 and June 30, 2024, outstanding letters of credit totaled $ 19,769 .

Forward Air Corporation

1 unchanged sentence

(unaudited and in thousands, except per share data)

March 31, 2024

June 30, 2024

Net (Loss) Income Per Share

2 unchanged sentences

Diluted net income per common share assumes the exercise of outstanding stock options and the vesting of performance share awards using the treasury stock method when the effects of such assumptions are dilutive.

A reconciliation of net income attributable to Forward Air and weighted-average common shares outstanding for purposes of calculating basic and diluted net income per share during the three months ended March 31, 2024 and 2023 is as follows:

Three Months Ended

March 31, 2024 March 31, 2023

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

June 30, 2024

A reconciliation of net income attributable to Forward Air and weighted-average common shares outstanding for purposes of calculating basic and diluted net income per share during the three and six months ended June 30, 2024 and 2023 is as follows:

Three Months Ended Six Months Ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Net (loss) income from continuing operations $ ( 640,557 ) $ 17,127 $ ( 702,269 ) $ 51,031

Net income from discontinued operation — 2,464

Net (loss) income from discontinued operation ( 4,876 ) 2,824 ( 4,876 ) 5,288

Net (loss) income attributable to Forward Air ( 645,433 ) 19,951 ( 707,145 ) 56,319

21 unchanged sentences

(unaudited and in thousands, except per share data)

March 31, 2024

The number of shares that were not included in the calculation of net income per diluted share because to do so would have been anti-dilutive for the three months ended March 31, 2024 and 2023 are as follows:

Three Months Ended

March 31, 2024 March 31, 2023

June 30, 2024

The number of shares that were not included in the calculation of net income per diluted share because to do so would have been anti-dilutive for the three and six months ended June 30, 2024 and 2023 are as follows:

Three Months Ended Six Months Ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Anti-dilutive stock options 285 112 285 101

3 unchanged sentences

The Company is taxed as a C corporation and is subject to federal and state income taxes.

The Company’s sole material asset is Opco, which is a limited liability company that is taxed as a partnership for federal and certain state and local income tax purposes.

The Company’s sole material tax asset is Opco, which is a limited liability company that is taxed as a partnership for federal and certain state and local income tax purposes.

Opco’s net taxable income and related tax credits, if any, are passed through to its partners and included in the partner’s tax returns.

1 unchanged sentence

As a result, the Company’s effective tax rate differs materially from the statutory rate.

For the three months ended March 31, 2024 and 2023, the Company recorded an income tax benefit of $ 18,350 and income tax expense of $ 10,937 , respectively.

The effective tax rate of 17.1 % for the three months ended March 31, 2024 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of the 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.

The effective tax rate of 24.3 % for the three months ended March 31, 2023 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of state income taxes, net of the federal benefit, and non-deductible executive compensation, partially offset by excess tax benefits realized on share-based awards.

For the six months ended June 30, 2024 and 2023, the Company recorded an income tax benefit of $ 193,292 and income tax expense of $ 17,550 , respectively.

The effective tax rate of 15.5 % 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 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.

The effective tax rate of 27.8 % for the six months ended June 30, 2023 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of state income taxes, net of the federal benefit, and non-deductible executive compensation, partially offset by excess tax benefits realized on share-based awards.

The Company recognizes income tax benefits from uncertain tax positions where the realization of the ultimate benefit is uncertain.

As of both March 31, 2024 and December 31, 2023, the Company had $ 153 of unrecognized income tax benefits, all of which would affect the Company’s effective tax rate if recognized.

As of both March 31, 2024 and December 31, 2023, the Company had accrued interest and penalties related to unrecognized tax benefits of $ 82 .

As of both June 30, 2024 and December 31, 2023, the Company had $ 153 of unrecognized income tax benefits, all of which would affect the Company’s effective tax rate if recognized.

As of both June 30, 2024 and December 31, 2023, the Company had accrued interest and penalties related to unrecognized tax benefits of $ 82 .

With a few exceptions, the Company is no longer subject to U.S.

6 unchanged sentences

In connection with the Omni Acquisition, the Company entered into a Tax Receivable Agreement with certain Omni Holders.

As of March 31, 2024, the Company recorded a Tax Receivable Agreement liability of approximately $ 13,270 , after concluding that such Tax Receivable Agreement payments would be probable based on estimates of future taxable income over the term of the Tax Receivable Agreement.

As of June 30, 2024, the Company recorded a Tax Receivable Agreement liability of approximately $ 13,270 , after concluding that such Tax Receivable Agreement payments would be probable based on estimates of future taxable income over the term of the Tax Receivable Agreement.

The determination of the Tax Receivable Agreement liability requires the Company to make judgments in estimating the amount of tax attributes as of the date of exchanges (such as cash to be received by the Company on a hypothetical sale of assets and allocation of gain or loss to the Company at the time of the exchanges taking into consideration partnership tax rules).

4 unchanged sentences

(unaudited and in thousands, except per share data)

March 31, 2024

June 30, 2024

The Organization for Economic Co-operation and Development enacted model rules for a new global minimum tax framework, also known as Pillar Two, and certain governments globally have enacted, or are in the process of enacting, legislation considering these model rules.

These rules did not have a material impact on our taxes for the three and six months ended June 30, 2024.

The Organization for Economic Co-operation and Development (“OECD”), continues to put forth various initiatives, including Pillar Two rules which include the introduction of a global minimum tax at a rate of 15%.

European Union member states agreed to implement the OECD’s Pillar Two rules with effective dates of January 1, 2024 and January 1, 2025, for different aspects of the directive and most have already enacted legislation.

A number of other countries are also implementing similar legislation.

As of June 30, 2024, based on the countries in which we do business that have enacted legislation effective January 1, 2024, the impact of these rules to our financial statements was not material.

This may change as other countries enact similar legislation and further guidance is released.

We continue to closely monitor regulatory developments to assess potential impacts.

Fair Value of Financial Instruments

8 unchanged sentences

• Level 3 - Model-derived valuations in which one or more significant inputs are unobservable.

Assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 are summarized below:

As of March 31, 2024

Assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 are summarized below:

As of June 30, 2024

Level 1 Level 2 Level 3 Total

4 unchanged sentences

Cash, cash equivalents and restricted cash, accounts receivable, other receivables and accounts payable are valued at their carrying amounts in the Company’s Condensed Consolidated Balance Sheets, due to the immediate or short-term maturity of these financial instruments.

As of March 31, 2024, the estimated fair value of the Company’s finance lease obligation, based on current borrowing rates, was $ 50,943 , compared to its carrying value of $ 51,190 .

As of June 30, 2024, the estimated fair value of the Company’s finance lease obligation, based on current borrowing rates, was $ 49,944 , compared to its carrying value of $ 51,832 .

As of December 31, 2023, the estimated fair value of the Company’s finance lease obligation, based on current borrowing rates, was $ 38,926 , compared to its carrying value of $ 39,381 .

The carrying value of the long-term debt approximates fair value based on the borrowing rates currently available for a loan with similar terms and average maturity.

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

June 30, 2024

Shareholders’ Equity

2 unchanged sentences

Each Series B Preferred Unit will, together with a corresponding Opco Class B Unit, be exchangeable at the option of the holder thereof into one share of the Company’s common stock.

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

March 31, 2024

Holders of Series B Preferred Units and holders of the Company’s common stock will vote together as a single class on all matters to be voted on by the Company’s shareholders, subject to limited exceptions.

4 unchanged sentences

Pursuant to the Charter Amendment, the Company established the terms of a new series of convertible preferred stock of the Company designated as “Series C Preferred Stock” (the “Series C Preferred Stock”), and, at Closing, certain Omni Holders received fractional units (each, a “Series C Preferred Unit”) each representing one one-thousandth of a share of Series C Preferred Stock.

The liquidation preference of Series C Preferred Unit is equal to $ 110.00 per unit, subject to adjustment for any in-kind payment of the Annual Coupon as described below (the “Liquidation Preference”).

The Series C Preferred Units were converted into shares of the Company’s common stock upon approval of the Conversion Proposal as further discussed above.

Prior to the conversion of the Series C Preferred Units t he liquidation preference of the Series C Preferred Units was equal to $ 110.00 per unit, subject to adjustment for any in-kind payment of the Annual Coupon as described below (the “Liquidation Preference”).

In addition, the Series C Preferred Units accrue on each anniversary of issuance a cumulative annual dividend (without any interim accrual) equal to the product of (a) the 14.0 % rate fixed at Closing multiplied by (b) the Liquidation Preference (the “Annual Coupon”).

1 unchanged sentence

Commencing on the six th anniversary of the Closing (and, thereafter, only during the 60 -day period following any anniversary of the Closing), the Series C Preferred Units will be callable at the Company’s option in whole (and not in part), at a call price per Series C Preferred Unit equal to (a) the product of (i) the greater of (A) the outstanding liquidation preference of such Series C Preferred Unit and (B) the product of (x) the number of shares of the Company’s common stock into which such Series C Preferred Unit would be convertible upon the receipt of the Conversion Approval, and (y) the 20 -day volume-weighted average price per share of the Company’s common stock during a defined period prior to the call, and (ii) 103 %, plus (b) the amount of all declared and unpaid dividends in respect of such Series C Preferred Unit.

The Company has deemed the Series C Preferred Units to be permanent equity and expects them to be converted at least within one year from the Closing of the Omni Acquisition.

Cash Dividends

During each quarter of 2023, the Board declared and the Company paid a quarterly cash dividend of $ 0.24 per common share.

No dividends were declared in the first quarter of 2024.

No dividends were declared during the six months ended June 30, 2024.

Stock Repurchase Program

1 unchanged sentence

The 2019 Repurchase Plan expires when the shares authorized for repurchase are exhausted or the 2019 Repurchase Plan is canceled.

During the three months ended March 31, 2024, the Company did not repurchase any shares of common stock through open market transactions.

During the three months ended March 31, 2023, the Company repurchased through open market transactions 474 shares of common stock for $ 50,491 , or an average of $ 105.38 per share.

All shares received were retired upon receipt, and the excess of the purchase price over the par value per share was recorded to “Retained Earnings ” in the Condensed Consolidated Balance Sheets.

As of March 31, 2024, the remaining shares permitted to be repurchased under the 2019 Repurchase Plan were approximately 1,349 shares.

Forward Air Corporation

1 unchanged sentence

(unaudited and in thousands, except per share data)

March 31, 2024

June 30, 2024

During the six months ended June 30, 2024, the Company did not repurchase any shares of common stock through open market transactions.

During the six months ended June 30, 2023, the Company repurchased through open market transactions 759 shares of common stock for $ 79,792 , or an average of $ 105.09 per share.

All shares received were retired upon receipt, and the excess of the purchase price over the par value per share was recorded to “Retained (Deficit) Earnings ” in the Condensed Consolidated Balance Sheets.

As of June 30, 2024, the remaining shares permitted to be repurchased under the 2019 Repurchase Plan were approximately 1,349 shares.

Commitments and Contingencies

1 unchanged sentence

On September 26, 2023, Rodney Bell, Michael A.

Roberts and Theresa Woods, three shareholders of the Company, filed a complaint (the “Shareholder Complaint”) against the Company and certain of its directors and officers in the Third District Chancery Court sitting in Greeneville, Tennessee.

The Shareholder Complaint alleges, among other things, that the Company’s shareholders have the right to vote on certain transactions contemplated by the Merger Agreement and sought an injunction against the consummation of the transaction until a shareholder vote was held.

Roberts and Theresa Woods, (collectively, the "Plaintiffs"), three of our shareholders, filed a complaint against us and certain of its directors and officers in the Third District Chancery Court sitting in Greeneville, Tennessee (the "Shareholder Complaint").

The Shareholder Complaint alleges, among other things, that our shareholders have the right to vote on certain transactions contemplated by the Merger Agreement and sought an injunction against the consummation of the transaction until a shareholder vote was held.

The court initially granted a temporary restraining order enjoining the transactions contemplated by the Merger Agreement but later dissolved it on October 25, 2023.

Thereafter and as described below, on January 25, 2024, the parties to the Amended Merger Agreement completed the Omni Acquisition.

Thereafter and as described below, on the Closing, the parties to the Amended Merger Agreement completed the Omni Acquisition.

On May 2, 2024, Plaintiff Michael Roberts, together with the Cambria County Employees Retirement System filed a stipulation and proposed order seeking leave of court to file an amended class action complaint seeking damages, among other forms of relief.

The proposed amended complaint, like the earlier complaints, challenges the Company’s determination not to subject the Omni Acquisition to a stockholder vote.

The Defendants disagree with the allegations of the proposed amended complaint and will defend the matter if and when an amended complaint is filed.

Upon receiving leave of the court, on May 15, 2024, the Plaintiffs filed the amended complaint.

Like the earlier complaints, it challenges our determination not to subject the Omni Acquisition to a shareholder vote.

We disagree with the allegations of the amended complaint and are in the process of defending the matter.

The Company is party to various legal claims and actions incidental to its business, including claims related to vehicle liability, workers’ compensation, property damage and employee medical benefits.

6 unchanged sentences

(unaudited and in thousands, except per share data)

March 31, 2024

June 30, 2024

For vehicle liability, the Company retains a portion of the risk.

23 unchanged sentences

(unaudited and in thousands, except per share data)

March 31, 2024

June 30, 2024

Segment Reporting

9 unchanged sentences

Any self-insurance loss exposure beyond the deductible allocated to each segment is recorded in Corporate.

Segment results from operations for the three months ended March 31, 2024 and 2023 are as follows:

Three Months Ended March 31, 2024

Segment results from operations for the three and six months ended June 30, 2024 and 2023 are as follows:

Three Months Ended June 30, 2024

Expedited Freight Intermodal Omni Logistics Corporate Eliminations Consolidated

5 unchanged sentences

Purchases of property and equipment 7,663 28 6,735 — — 14,426

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Expedited Freight Intermodal Omni Logistics Corporate Eliminations Consolidated

5 unchanged sentences

Purchases of property and equipment 9,930 387 — — — 10,317

Total Assets Expedited Freight Intermodal Omni Logistics Corporate Eliminations Consolidated

As of March 31, 2024 $ 661,183 $ 264,203 $ 2,799,145 $ 234,740 $ ( 11 ) $ 3,959,260

As of December 31, 2023 661,270 270,421 — 2,047,901 ( 59 ) 2,979,533

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

March 31, 2024

Revenue from the individual services within the Expedited Freight segment for the three months ended March 31, 2024 and 2023 are as follows:

Three Months Ended

March 31, 2024 March 31, 2023

Revenue from the individual services within the Expedited Freight segment for the three and six months ended June 30, 2024 and 2023 are as follows:

Three Months Ended Six Months Ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Expedited Freight revenues:

3 unchanged sentences

Total $ 291,282 $ 269,436 $ 564,577 $ 539,013

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited and in thousands, except per share data)

June 30, 2024

Six Months Ended June 30, 2024

Expedited Freight Intermodal Omni Logistics Corporate Eliminations Consolidated

External revenues $ 533,353 $ 115,432 $ 536,694 $ — $ 1,185,479

Intersegment revenues 31,224 159 — — ( 31,383 ) —

Depreciation 18,253 4,215 6,119 28,587

Amortization 2,729 5,124 43,985 51,838

Income (loss) from operations 41,444 8,903 ( 1,134,456 ) ( 77,378 ) — ( 1,161,487 )

Purchases of property and equipment 8,925 1,550 8,921 — — 19,396

Six Months Ended June 30, 2023

Expedited Freight Intermodal Omni Logistics Corporate Eliminations Consolidated

External revenues $ 538,944 $ 152,387 $ — $ — $ — $ 691,331

Intersegment revenues 69 33 — — ( 102 ) —

Depreciation 14,105 4,430 — — — 18,535

Amortization 1,960 5,122 — — — 7,082

Income (loss) from operations 56,748 15,515 — 1,258 — 73,521

Purchases of property and equipment 16,273 563 — — — 16,836

As of June 30, 2024 $ 657,434 $ 261,170 $ 1,959,593 $ 189,133 $ ( 14 ) $ 3,067,316

As of December 31, 2023 661,270 270,421 — 2,047,901 ( 59 ) 2,979,533

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements