Forward Air touts Q1 achievements, investors await next steps
Activist investor Ancora Holdings Group, which holds a 4.1% equity stake in the Greeneville, Tennessee-based company, advised shareholders on Wednesday to vote against three of Forward's directors at the upcoming annual meeting.
A letter said that while both the board and the management team have been somewhat refreshed following the deal's January 2024 closing, the targeted board members' 'egregious M&A records' and 'histories of presiding over massive value destruction' warrant their removal. The letter also said the board had moved 'alarmingly slowly' on its review of strategic alternatives, and it questioned the ultimate motives of the process.
Management from the company didn't provide an update on the review other than to say the process continues and that it has had discussions with interested parties.
'The board and management team are entirely focused on taking deliberate actions to maximize shareholder value,' said Forward CEO Shawn Stewart on a Wednesday evening call with analysts. … 'We firmly believe that all of our directors are vital to these efforts.'
Forward (NASDAQ: FWRD) reported a first-quarter net loss from continuing operations of $61 million, or $1.68 per share, Wednesday after the market closed.
Consolidated revenue of $613 million was up 13% year over year, but the prior-year period didn't include a full three-month contribution from Omni. (Revenue was off approximately 2% y/y on a pro forma comparison.)
Forward said it plans to start reporting results by mode – ground transportation, air and ocean forwarding, intermodal drayage, and warehousing and value-added services – in the future. It also said it sees a path to double annual revenue to $5 billion over the next five years.
The company previously flagged 10% to 15% of last year's revenue as being impacted by recent tariff announcements. However, it said on the call that the number is likely under 10% and that the provided range offers a bit of a buffer.
Table: Forward Air's key performance indicators
The expedited segment, which includes less-than-truckload operations, reported a 9% y/y revenue decline to $249 million. Tonnage was down 9% while revenue per hundredweight, or yield, increased 2.5% y/y excluding fuel surcharges (up 4% from the fourth quarter). Forward has been focused on increasing shipment weights (up 2% y/y in the quarter) and implementing corrective price actions.
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GAAP gross profit was $73.6 million, or 66.6% of total revenue, compared with $68.7 million, or 65.3% of revenue in the second quarter of 2024. Non-GAAP gross profit was $81.6 million, or 73.8% of total revenue, compared with $76.3 million, or 72.6% of revenue in the second quarter of 2024. Adjusted EBITDA was $17.4 million compared with $17.5 million in the second quarter of 2024. A reconciliation of GAAP to non-GAAP financial measures has been provided in the tables following the financial statements in this press release. An explanation of these measures is also included below under the heading "Non-GAAP Measures and Other Performance Metrics." Second Quarter 2025 Key Business Metrics and Highlights: Total transactions processed in the second quarter of 2025 were 20.1 million, an increase of 1.8% from 19.7 million in the second quarter of 2024. Total payment volume in the second quarter of 2025 was $21.5 billion, an increase of 4.1% from $20.6 billion in the second quarter of 2024. Transaction yield in the second quarter of 2025 was $5.50, an increase of 3.2% from $5.33 in the second quarter of 2024. Financial Outlook & Earnings TeleconferenceAs disclosed previously, due to its pending acquisition by TPG in partnership with Corpay, AvidXchange has suspended its previously issued financial outlook for fiscal 2025 and will not hold a teleconference to discuss its second quarter 2025 financial results. About AvidXchange™AvidXchange is a leading provider of accounts payable ('AP') automation software and payment solutions for middle market businesses and their suppliers. AvidXchange's software-as-a-service-based, end-to-end software and payment platform digitizes and automates the AP workflows for more than 8,500 businesses and it has made payments to more than 1,350,000 supplier customers of its buyers over the past five years. To learn more about how AvidXchange is transforming the way companies pay their bills, visit Forward-Looking StatementsCertain statements made in this press release constitute forward-looking statements within the meaning of the 'safe harbor' provisions of the Private Securities Litigation Reform Act of 1995. Any express or implied statements contained in this press release that are not statements of historical fact and generally relate to future events, hopes, intentions, strategies, or performance may be deemed to be forward-looking statements, including, without limitation, statements regarding AvidXchange's pending acquisition by TPG in partnership with Corpay. These forward-looking statements are based on management's current expectations and beliefs as of the date they are made. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause AvidXchange's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including the risks discussed in AvidXchange's filings with the Securities and Exchange Commission ('SEC'), including AvidXchange's Annual Report on Form 10-K and other documents filed with the SEC, which may be obtained on the investor relations section of our website ( and on the SEC website at AvidXchange undertakes no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise, except as required by law. Non-GAAP Measures and Other Performance MetricsTo supplement the financial measures presented in our press release in accordance with generally accepted accounting principles in the United States ('GAAP'), we also present the following non-GAAP measures of financial performance: Non-GAAP Gross Profit, Non-GAAP Gross Margin, Adjusted EBITDA, Non-GAAP Net Income (Loss) and Non-GAAP Earnings Per Share. A 'non-GAAP financial measure' refers to a numerical measure of our historical or future financial performance or financial position that is included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in our financial statements. We provide certain non-GAAP measures as additional information relating to our operating results as a complement to results provided in accordance with GAAP. The non-GAAP financial information presented herein should be considered in conjunction with, and not as a substitute for or superior to, the financial information presented in accordance with GAAP and should not be considered a measure of liquidity. There are significant limitations associated with the use of non-GAAP financial measures. Further, these measures may differ from the non-GAAP information, even where similarly titled, used by other companies and therefore should not be used to compare our performance to that of other companies. We have presented Non-GAAP Gross Profit, Adjusted EBITDA, Non-GAAP Net Income (Loss) and Non-GAAP Earnings Per Share in this press release. We define Non-GAAP Gross Profit & Gross Margin as revenue less cost of revenue excluding the portion of depreciation and amortization and stock-based compensation expense allocated to cost of revenues. We define Adjusted EBITDA as our net loss before depreciation and amortization, impairment and write-off of intangible assets, interest income and expense, income tax expense (benefit), stock-based compensation expense, transaction and acquisition-related costs expensed, change in fair value of derivative instrument, non-recurring items not indicative of ongoing operations, and charitable contributions of common stock. We define Non-GAAP Net Income (Loss) as net loss before amortization of acquired intangible assets, impairment and write-off of intangible assets, stock-based compensation expense, transaction and acquisition-related costs expensed, change in fair value of derivative instrument, non-recurring items not indicative of ongoing operations, acquisition-related effects on income tax, and charitable contributions of common stock. Non-GAAP income tax expense is calculated using our blended statutory rate except in periods of non-GAAP net loss when it is based on our GAAP income tax expense. In each case, non-GAAP income tax expense excludes the effects of acquisitions in the period on tax expense. We define Non-GAAP Earnings per Share as Non-GAAP Net Income (Loss) per diluted share. We believe the use of non-GAAP financial measures, as a supplement to GAAP measures, is useful to investors in that they eliminate items that are either not part of our core operations or do not require a cash outlay, such as stock-based compensation expense. Management uses these non-GAAP financial measures when evaluating operating performance and for internal planning and forecasting purposes. We believe that these non-GAAP financial measures help indicate underlying trends in the business, are important in comparing current results with prior period results and are useful to investors and financial analysts in assessing operating performance. Availability of Information on AvidXchange's WebsiteInvestors and others should note that AvidXchange routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts, and the Investor Relations section of AvidXchange's website. While not all information that AvidXchange posts to the Investor Relations website is of a material nature, some information could be deemed to be material. Accordingly, AvidXchange encourages investors, the media and others interested in AvidXchange to review the information that it shares at the Investor Relations link located at Users may automatically receive email alerts and other information about AvidXchange when enrolling an email address by visiting 'Email Alerts' in the 'Resources' section of AvidXchange's Investor Relations website Investor Contact: Subhaash KumarSkumar1@ Holdings, Statements of Operations(in thousands, except share and per share data) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenues $ 110,570 $ 105,132 $ 218,512 $ 210,730 Cost of revenues (exclusive of depreciation and amortization expense) 30,949 30,426 61,738 60,759 Operating expenses Sales and marketing 23,068 19,956 45,579 39,697 Research and development 26,975 25,008 52,357 50,912 General and administrative 33,510 22,635 62,458 46,895 Impairment and write-off of intangible assets - - - 162 Depreciation and amortization 8,479 9,208 17,148 18,515 Total operating expenses 92,032 76,807 177,542 156,181 Loss from operations (12,411 ) (2,101 ) (20,768 ) (6,210 ) Other income (expense) Interest income 4,480 5,979 8,621 12,541 Interest expense (2,010 ) (3,323 ) (4,016 ) (6,660 ) Other income 2,470 2,656 4,605 5,881 (Loss) income before income taxes (9,941 ) 555 (16,163 ) (329 ) Income tax (benefit) expense (477 ) 119 612 244 Net (loss) income $ (9,464 ) $ 436 $ (16,775 ) $ (573 ) Net (loss) income per share attributable to common stockholders, basic and diluted Basic $ (0.05 ) $ 0.00 $ (0.08 ) $ 0.00 Diluted $ (0.05 ) $ 0.00 $ (0.08 ) $ 0.00 Weighted average number of common shares used to compute net loss per share attributable to common stockholders, basic and diluted Basic 206,933,045 207,025,967 205,982,206 205,961,720 Diluted 206,933,045 210,370,559 205,982,206 205,961,720 AvidXchange Holdings, Balance Sheets(in thousands, except share and per share data) As of June 30, As of December 31, 2025 2024 Assets Current assets Cash and cash equivalents $ 335,773 $ 355,637 Restricted funds held for customers 1,148,195 1,250,346 Marketable securities 71,461 33,663 Accounts receivable, net of allowances of $4,362 and $4,279, respectively 50,988 51,671 Supplier advances receivable, net of allowances of $2,024 and $1,644 respectively 18,035 14,080 Prepaid expenses and other current assets 15,503 15,317 Total current assets 1,639,955 1,720,714 Property and equipment, net 96,632 97,592 Deferred customer origination costs, net 29,005 28,119 Goodwill 165,921 165,921 Intangible assets, net 65,235 71,068 Other noncurrent assets and deposits 7,087 6,297 Total assets $ 2,003,835 $ 2,089,711 Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 20,482 $ 15,494 Accrued expenses 45,094 46,849 Payment service obligations 1,148,195 1,250,346 Deferred revenue 12,747 13,967 Current maturities of lease obligations under finance leases 36 103 Current maturities of lease obligations under operating leases 663 1,207 Current maturities of long-term debt 4,800 4,800 Total current liabilities 1,232,017 1,332,766 Long-term liabilities Deferred revenue, less current portion 10,640 11,856 Obligations under finance leases, less current maturities 63,342 63,025 Obligations under operating leases, less current maturities 1,655 1,969 Long-term debt 4,300 4,300 Other long-term liabilities 4,331 3,962 Total liabilities 1,316,285 1,417,878 Commitments and contingencies Stockholders' equity Preferred stock, $0.001 par value; 50,000,000 shares authorized, no shares issued and outstanding as of June 30, 2025 and December 31, 2024 - 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