Forward Air Corporation

Welcome to Ford Air's second quarter 2026 earnings conference call. At this time, all participants have been placed on a listen-only mode, and the floor will be open for your questions following the presentation. If you would like to ask a question at that time, please press star 1 on your telephone keypad. If at any point your question has been answered, you may remove yourself from the queue by pressing star 2. So others can hear your questions clearly, we ask that you pick up your handset for best sound quality. Lastly, if you should require operator assistance, please press star zero. I would now like to turn the call over to Tony Carreno, Senior Vice President of Treasury and Investor Relations.

Thank you, operator, and good afternoon, everyone. Welcome to Forward Air's second quarter earnings conference call. with us this afternoon are Shawn Stewart, President and Chief Executive Officer, and Jamie Pierson, Chief Financial Officer. By now, you should have received the press release announcing Forward Air's second quarter 2026 results, which was also furnished to the SEC on Form 8K. We have also furnished a slide presentation outlining second quarter 2026 earnings highlights and a business update. Both the press release and slide presentation for this call are accessible on the investor relations section of Forward Air's website at forwardair.com. Please be aware that certain statements in the company's annual release announcement and on this conference call may be considered forward-looking statements. This includes statements which are based on expectations, intentions, and projections regarding the company's future performance, anticipated events or trends, and other matters that are not historical facts, including statements regarding our fiscal year 2026. These statements are not a guarantee of future performance and are subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. For additional information concerning these risks and factors, please refer to our filing with the FCC and the press release and slide presentation relating to this earnings call. Listeners are cautioned not to place undue reliance on these forward-looking statements. which speak only of the date of this call. The company undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise unless required by law. During the call, there may also be discussions of financial metrics that do not conform to U.S. generally accepted accounting principles or GAAPs. Management uses non-GAAP measures internally to understand, manage and evaluate our business and make operating decisions. Definitions and reconciliations of these non-GAAP measures to their most directly comparable GAAP measures are included in today's press release and slide presentation. I will now turn the call over to Shawn.

Good afternoon, everyone, and thank you for joining us. I would like to begin by saying how excited I continue to be about Forward Air and the opportunity ahead as we continue building and growing this global enterprise. While we have more work to do, as you'll hear from us today, we are beginning to see the fruits of our labor and results at the level I know we are capable of producing. Before I get into our results, I want to recognize the people who make our business possible. First, to our customers, thank you for your continued trust and partnership. We appreciate the confidence you place in Ford Air and are grateful for the opportunity to earn your business every day. To our employees, Thank you for your commitment, professionalism, and relentless focus on serving our customers. Every day, you demonstrate the dedication and service excellence that differentiate Ford Air and reinforce our reputation as a trusted logistics partner. Finally, to our shareholders and lenders, thank you for your continued confidence and support. We value the trust you placed in our leadership team and remain committed to creating long-term value within performance. And finally, to everyone I just referenced, since the transaction two and a half years ago, you patiently stood by us and supported us as we combined two great legacy companies. And with the stabilization and integration phases behind us, we are poised for continued excellent customer service and supporting the growth of our business more than ever. Because of your continued support, we are arguably in the best financial position since taking office. And from our leadership team to you, thank you. Now, to the main topics I would like to cover on today's call. First, I will provide some comments on the quarterly results. Second, I will provide an update on the sale of our non-core assets. And third, I will provide some comments on the retention of one of our largest customers. With that, let's begin with the second quarter results. For the quarter, we reported the best operating revenue in the company history, and we also reported the best consolidated EBITDA result in two and a half years. Operating revenue was $673 million compared to the $619 million in the second quarter of 2025, and in consolidated EBITDA, which is calculated pursuant to our credit agreement improved to 93 million compared to 79 million a year ago. The strong performance was led by the expedited freight segment which reported its best operating revenue, best operating income, best reported EBITDA and best margin since the beginning of 2024. The Omni logistics segment saw an increase in demand for its contract logistics and Air and Ocean Services and excluding the impact of goodwill impairment achieved its best reported EBITDA and margin since the transaction in early 2024. The intermodal segment bounced back and had its best reported EBITDA result in five quarters and best margin in six quarters attributable to a strong pipeline and recently enacted strategic rate increases to several underperforming accounts. These results reflect our team's dedication to meeting customers' expectations combined with positive momentum in the freight market and a tailwind from higher diesel prices. Market fundamentals are improving as capacity continues to tighten, driven by regulatory enforcement and carrier exits. At this time, macro leading demand indicators are becoming more constructive, including seven consecutive months of manufacturing PMI expansion, lean inventory levels as indicated by the sales to inventory ratio that could support a future restocking cycle, and increasing truckload spot rate and tender rejection rates. We believe these trends point toward a continual gradual freight recovery, although some macroeconomic uncertainties remain, particularly from the geopolitical tensions and Diesel Price Volatility, which could weigh on industrial activity and delay demand recovery. As everyone knows, recoveries are rarely, if ever, linear in nature, but we remain committed to executing our transformation and growth strategy through disciplined cost management and exceptional customer service. With the fundamentals addressed, let's turn to the second topic, an update on the sale of our non-core assets. As you may recall, on our first quarter earnings call, we announced our intention to sell two smaller businesses within the legacy Omni segment. During the second quarter, we completed the disposition of the first business, and in July, we closed on the disposition of the second business. We are pleased to have successfully completed both of these transactions as part of our portfolio optimization. While not material, It does simplify our portfolio of services, allowing us to focus on the core of our future and have the added benefit of monetizing underperforming assets. The remaining targeted divestiture that we announced is the intermodal business. The good news is the business is performing very well and is reporting its highest margin in recent history. I believe that the management team that runs this business is one of the best in the state and is committed to not only continuing to service customers but continue to properly grow the base. The sales process is progressing as planned and remains on schedule with an expected closing date by the end of the year. As previously communicated, the sale of these non-core assets is expected to advance efforts to de-lever the balance sheet, streamline the organization, and enhance shareholder value. Finally, as you saw a few weeks ago, we provided an important update on the customer retention. As we previously disclosed in May, we have been engaged in discussions with one of our largest customers regarding its planned transition of a portion of their services currently provided by Omni to other service providers. As we have discussed before, this change is a function of the customer's operational and supplier diversification initiatives and has nothing to do with the exceptional service we provide during our 20-year relationship. When we disclosed the potential transition, we were adamant that we are going to do everything we could to retain as much of the business as possible. And with the recent signing of the Memorandum of Understanding, or MOU, We are off to a great start. Under the MOU, we expect to retain at least half of the approximately $250 million of revenue attributable to the customer for the fiscal year ending December 31st, 2025, with the potential of retaining an additional approximate 25%. In addition to the MOU, contemplate an extension of the term of the contract for the retained services for a period of no less than two years. For the services that are expected to be transitioned to other providers, that is anticipated to start later this year with the majority taking place in December 2026 and throughout the balance of 2027. We are extremely pleased with the productive conversations we have had with the customer. including the prospect of retaining up to 75% of the 2025 business levels and meaningfully extending the contract term. Please keep in mind that the customer has continued to grow with us throughout 2026.

With that I will now turn the call over to Jamie to go through the detailed results of the second quarter. Thanks as always Shawn and good afternoon everyone. As you heard from Shawn, we reported a consolidated EBITDA of $93 million in the second quarter compared to $79 million in the second quarter of 2025 and a full percentage point improvement in margin. On an LTM basis, consolidated EBITDA was $319 million as of the end of the second quarter. Referring to page 30 of the presentation, on an adjusted EBITDA basis, the second quarter results improved by $18 million to $92 million compared to $74 million in the second quarter last year, which speaks to the continued improvement in the quality of our earnings. Turning to operating income or loss, in the second quarter, we incurred a goodwill impairment charge of $244 million related to the omni-logistics segment that negatively impacted the quarter. I hope very few of you know this, but according to accounting guidelines, we require goodwill to be evaluated no less than on an annual basis and on an interim basis when events or circumstances indicate fair value of a reporting unit may be below its carrying value. In this case, the Omni Logistics Segment Impairment Charge was based on the uncertainty around potential revenue decreases with the customer that we have discussed at length that existed at the time we performed our required analysis and before we signed the MOU in July. It's important to note that the impairment is a non-cash charge and does not impact CPIDOT, cash, for liquidity in any way whatsoever. Without sounding less than out of the way, we reported an operating loss in the second quarter of $201 million, excluding the impairment operating income would have been $43 million, which is more in line with our fundamental performance and more than double the $20 million of operating income we reported in the second quarter of last year. Turning to the segments, Expedited rates for 40 EBITDA improved by over 40% from $30 million to $43 million and margin improved by 200 basis points from 11.6% in the second quarter of last year to 13.6% this year. On a year-over-year basis, we saw increases in key stats including tonnage per day, number of shipments per day, weight per shipment, and Revenue Per Shipment Excluding Fuel. Revenue per 100 weights excluding fuel, on the other hand, decreased, but only because weight per shipment increased so much, which speaks directly to our strategy for improved freight characteristics and network density, which in turn manifests itself in the higher quarter-over-quarter margins. At the Omni Logistics segment, due to the goodwill impairment charge, we reported EBITDA was a loss of $206 million. Excluding the impairment, reported EBITDA was 38% margin, which are the best results this segment has reported in the past two and a half years. At this same time last year, reported EBITDA was $30 million with a 9% margin. At the Intermodal segment, as previously noted, we are beginning to see the... benefits of management actions to return the business to its previous approximate $10 million per quarter run rate. Reported EBITDA of $10 million was the best in five quarters and an improvement over the $9 million reported in the second quarter of 2025 and a substantial improvement over the previous sequential quarters. The 16.7% margin this quarter was the best result in six quarters and 160 basis point improvement compared to the 15.1% a year ago. Turning to cash flow, cash, and liquidity, we reported $5 million in cash used by operating activities in the second quarter, which is an $8 million improvement compared to the $13 million used by operating activities a year ago. For the first half of 2026, we reported $41 million of cash provided by operating activities, which is a $14 million improvement compared to the $27 million in the same period a year ago. As for liquidity, we ended the second quarter with $401 million, which is almost exactly where we ended the first quarter. Keeping liquidity flat sequentially is significant because we make a $34 million semi-annual interest payment on our senior secured notes in the second quarter that we did not make in the first quarter. The 401 of liquidity is comprised of $139 million in cash, $261 million in availability under the revolver, and on a percentage of LTO revenue as a percent of total assets, puts us in the upper echelon of the competitive set. And to not disappoint, I would like to leave you with a few parting thoughts. The first of which, and I have to say it because it doesn't happen that often, is this is our best quarter since the transaction. And it is a testament to our discipline in the face of a messy merger and less than cooperative broader economic backdrop. Secondarily is the execution and monetization of a couple of small non-core assets. We completed the sale of the two legacy Omni businesses within the targeted timeframe for a combined sales price of approximately $27 million. As a reminder, unrestricted domestic cash and cash equivalents on the balance sheet is an offset to outstanding long-term debt when calculating our first lien net leverage covenant. And as mentioned by Shawn, The intermodal business is performing well and the sale remains on schedule and is progressing as planned. Point 3 is the dramatically improved earnings quality of this company over the past two years and our ability to translate operating improvements to cash and liquidity. But ultimately, it's the progress we've made with our major customers for carrying as much business as we did while continuing to negotiate additional retention as they continue their own robust year-over-year organic growth. Finally, as a result of the previous four points, my confidence in the resiliency of our operating model combined with disciplined cost management and leading economic indicators remains resolute. The sometimes thankless foundational work over the past two years plus that allowed us to deliver $93 million in CBDOT has been done. As the fundamentals in the freight market continue to improve and as long as diesel remains at current levels, I feel like we're at a tipping point of our internal operating leverage as each additional shipment should disproportionately translate to the bottom line. I will now turn the call over to the operator to take questions. Operator?

The floor is now open for questions. At this time, if you have a question or comment, please press star 1 on your telephone keypad. If at any point your question is answered, you may remove yourself from the queue by pressing star 2. Again, we ask that you pick up your handset when posing your questions to provide optimal sound quality. Thank you. Our first question is coming from Bruce Chan with Speakful. Your line is open.

Hey, good afternoon, guys. Thanks for the question, and certainly good to see all the progress here. You know, a lot to talk about, so maybe just want to start with the reported yield numbers. You know, you talked about the mixed impact in networking, which I think makes a lot of sense, but maybe you can give us a sense of what, you know, core pricing or renewals look like there, and, you know, just generally how you're feeling about the pricing opportunity that's left and what the competitive environment looks like.

Yeah, so I'll start, and I'll let Shawn back up. Yeah, so on the yield side, it was a strategic decision, Bruce, very intentional. We lowered yield on some higher weight break shipments, and you'll see that come through when you guys have time to go through the stats. Our weight for shipment is through the roof. So just on the weight of it, yield on a regular basis is going to be mathematically lower. Inversity Revenue Per Shipment Expo is also, the offset rate is up. So less concerned about the revenue per hundred weight, more concerned about the revenue per shipment that we ship. And I'd say that the strategy is paying off. Right now, load factors up, empty models are down, and profitability is up by a couple hundred basis points.

The other thing I would add to that, Bruce, is our length of haul is up. As we look to take on this additional tonnage coming back into LTL, with that tonnage coming in, plus adding some more flame pairs, that strategic change in the weight breaks, you can look at certain KPIs, and I don't think there's one KPI that We should look at, especially for 100 weight, there's many KPIs. You want to balance those throughout. So you can see that it works. And our strategy really was to fill open capacity on our dedicated lanes. And that's why we made that decision to do so. And that's why you see the other positive KPIs and the results happening.

Okay, yeah, that's super helpful, and it looks like, you know, obviously you're making some very, you know, targeted decisions in intermodal as well. You know, maybe just want to get a sense of, you know, where you are in that, you know, repricing process, and, you know, certainly we've been hearing a lot about the regulatory impacts on the truckload market, so any thoughts on, you know, how that's affecting intermodal capacity as well would be helpful.

So on the intermodal, some of that strategic rate increases were in general rates and some of that was on fuel rates. So the team took action starting in Q1 that really impacted in Q2. Most of that is settled where it needs to be now. So we're in a good spot on the intermodal side of addressing all the things that were deemed underperforming. And we really appreciate the customers working with us. We were transparent in the situation that was happening to us. and they understood and stuck with us and gave us reprieve on those issues.

And then maybe just the last one, I can't help myself here, but on the, you know, the customer retention, you talked about the opportunity to, you know, retain an additional 25% of the business. Any thoughts on, you know, what the timeline for decision might look like there?

You know it's rather tough Bruce to answer that but I would say I believe that could be before the end of the year for sure. There's a lot of moving pieces here so you know we're we're very pleased with what we've achieved in the MOU thus far and We will continue to have those conversations and plan to have success there. Okay, great. Appreciate the time, everyone. Thank you, Bruce.

We'll move next to Scott Group with Wolf Research. Your line is open.

Hey, thanks. Afternoon. So, just to pop on that last point on the customer. $250 million of revenue was in 25. Can you give us some sense of where that's trending, tracking in 26? We'll build our 27 mile off of 26, so if you have any color there.

No, we don't give comments or commentary to any one particular customer, let alone this one, Jacob being one of the biggest. I just want to do puberty there for a second. Sorry, Scott. No, this is one of the things where I think we're actually doing really well. The service level continues to be incredibly high with this particular customer. And, you know, giving anything more than what we did in the May release would be akin to, you know, releasing the code for Coke. So we'll politely pass on that. We'll continue to provide the service to those guys, and, you know, we'll benefit from their continued internal organic growth.

Shawn made a specific point of saying like calling out that it's growing this year. So I just wasn't sure if that's meaningful or not.

So that's what I was trying to understand.

Okay. Jamie, you had a comment. We feel like we're at a tipping point in leverage, assuming diesel remains at current levels. Can you just talk about the impact of fuel in the quarter and how you think about like earning sensitivity around diesel prices?

Fairly usual with the competitors. Relative to my experience in the States, you know, diesel was up, I think, 51% over the last four months. You know, it started increasing in March. It remained elevated April, May, June. It remains that way now. I think in terms of what we're experiencing in the month of July relative to the second quarter is we're seeing pretty much a continuation of that performance. So, all else being equal, if you track the EIA, it's not supposed to go down to the previous levels until the early part of 2027. So we're going to get the tailwind and the benefit of fuel for the foreseeable future. Obviously, that can change with the stroke of a pen, but you and I both know that it increases a lot faster than it decreases.

And then maybe just last question, tightening truckload market, just how should we be thinking about purchase transportation, and whether I think your pricing relative to the cost of PT is a net positive or negative going forward.

Yeah, I think we're in a pretty good place, Scott. As you know, we have a lot of our own assets on our truckload side that we benefit from a more controlled cost basis than just open third-party market. So we're in a very good spot in our truckload space.

Thank you, guys. Appreciate the time. Thank you, Matt.

We'll move next to Harrison Bauer with Susquehanna. Your line is open.

Great. Thanks for taking my question. Quick follow-up maybe on the customer update, and I know that, you know, you might not give, you know, full detail here, but curious any sort of directional sense on if that business is all contract? Does it have some forwarding in it? and then what is your ability to take out costs or what in some of your transition agreements protects you on some of the expense takeout that you have to occur later this year and early into next year?

Yeah, so, Harrison, all of our business, whether it be with this particular customer or any other customer, is almost 100% we're under contract rates. and those are updated depending on the term with those customers. So, we are protected with set rates for the given contract periods. In regards to the mix, it is both contract logistics and transportation. I think, what was your third part, your third part of the question?

More so on the ability to take out costs over time, any sense of variable or fixed nature that you're able to provide.

Yeah, so I would answer it this way, Harrison. Anything that happens, we will be able to basically remove or mediate any kind of cost overhang once we separate. So it's not a high exposure.

Okay, thank you. On some of the other non-core businesses that you sold, I just want to confirm, I think last quarter you mentioned that this was a little over $100 million in revenue, and that's... Obviously in Omni, I think in probably the truckload part of the business. Any way to think about the 2Q, the 3Q seasonality or expectations of revenue now that you've broken out some of the Omni segments? And then how much revenue, just to confirm, some of these sole businesses that you have, we should be thinking about taking out of our model?

Hey, Harrison, Jamie here. What I remember, I got to go back and listen to what we disclosed last quarter. I thought we disclosed the total of the businesses that we're looking to divest. I think we're talking about $394 million. And, Harrison, I got to go back and fact check that. That's what's coming to mind is that we grouped all three of them together. So for the two that we sold, you know, I think Shawn said in his prepared remarks, Not Material of the 394 intermodal segments are already disclosed. That's around $250 million. So the other two are around $100 to $150 million. I think it's less important. I'm going to focus less on the revenue and more on the EBITDA. By and large, those businesses were breakeven on a reported EBITDA basis.

Okay, fantastic, and thanks for the detail there. Maybe on the intermodal side, the shipments of pretty steady and did increase solidly quarter to quarter despite some of your pricing actions. How much business did you lose as it relates to putting some of these pricing initiatives in? Is there any sort of headwinds to volume that we should be thinking about for Intermodal going forward? And just general thoughts on balancing price versus volume in that business.

So we didn't lose any business, Harrison. When you look at Q1 to Q2, Q1 it was just a volume situation with those customers in our portfolio that volume started flowing back in as the sourcing patterns started to open up and or shift for them so that's that's really what impacted on our customer base was the sourcing pattern change with some of the tariff impacts and just more volume from our existing customers as well as the team's done a fantastic job adding another few large customers into the portfolio. The rate increases were a very, you know, elect group, small group, one handful of customers that we needed to address. So no loss to any customer.

John, Jamie, thanks for all the thoughts and colors in it. Thanks, guys. Thanks.

Once again, if you do have a question, you may press star 1 on your telephone keypad at this time. We'll move next to Chris Kuhn with Stonex. Your line is open.

Hey guys, good afternoon. Thanks for the question. Can you maybe just help us understand what's driving the weight? Is it that better PMI? And your weight comps, I think, look a little easier as we go through the rest of the year. So should we expect that to continue to go up?

Yeah, I'm actually going to go with a different direction here, Chris. It's very strategic and intentional on our behalf. where we look at certain lanes where we had some excess capacity or density that we needed to fill, lowered the price on those higher weighted shipments in order to increase the load factor on those dispatches. So it was less about, you know, any one particular FIC code in terms of customer, any individual customer, type of customer, and it was a very targeted way to go about it.

including the weight breaks so to gain that additional tonnage is the weight breaks that we put into the revised pricing so that's right is that a one-quarter thing or no no no no no you can see it's been successful so once you once you see something in our it's successful we'll continue to increased our focus there. But we look at it, Chris. I mean, it's a daily, weekly, monthly thing for us and our teams to look at it and optimize the network for the benefit of what's moving and growing.

And we talked about it last quarter in our follow-up call, but that customer, you know, over those next two years, let's say you retain whatever you do, can you continue to grow with that customer as well? Absolutely.

Absolutely.

and then maybe just last, we talked about it before, we're seeing this, are you guys experiencing some truckload back to LPL shipments?

You know, I can't, it's my opinion that that's what's happening and I think my peer, mine and Jamie's peer group would see the same thing. But you know, it's just in theory, as you see the truckload market and the price move the way it's moving, You know, many, many, many customers have been trapping over the last two and a half to three years because they could. And whatever their load factor is on those full truck loads on a rate per pound, they capitalized on it. But where it sits today, from what we hear, the rate per pound is too high for them to continue to trap, so they're putting it back in the LTO. I'm not saying that all the volume from us and our peers is coming from that, but I think a good piece of it is.

Okay, thanks Shawn, thanks Jamie.

And it does appear that there are no further questions at this time. I would now like to turn it back to Mr. Stewart for any final remarks.

Well, thank you for all the questions. Really appreciate your time. In closing, you know, I'm pleased that we delivered one of the best quarters since our team took over. And I'll just recap our quarter to you. We delivered the highest quarterly operating revenue in the company history. The estimated freight segment achieved the best results since the beginning of 2024. The omnilogistics segment, excluding, you know, the impact of the non-cash goodwill impairment charge, We also had the best results since the transaction. The intermodal segment has seen improvement in the market and achieved its best reported EBITDA result in five quarters and best margin in six quarters. We also executed the sale of the two non-core assets. And finally, you know, we talked about it a lot, but we made a substantial progress in one of our largest customers on MOU with the potential to retain up to 75% of the business. So I'm encouraged by our momentum and the improvement in the freight market. While we remain disciplined and focused on execution, the opportunities ahead give me real confidence in our ability to continue creating value for our customers, employees, lenders, and shareholders. So we look forward to updating you on our progress next quarter. And if anybody has any follow-up or questions, please reach out to Tony directly. Thank you. Have a great evening.

This concludes Ford Air's second quarter 2026 earnings conference call. and have a wonderful evening.