Long-suffering shareholders of Forward Air (FWRD -0.42%) got a boost in June following reports that an activist investor is building a stake in the transportation and logistics company. Shares of Forward spiked nearly 20% on the news and finished June up 13.3%, according to data provided by S&P Global Market Intelligence. The deal closed in January but cost Forward's CEO his job. It is now up to new management to properly integrate Omni in what is a sluggish demand environment for transportation. Irenic, ac ...

A bad deal creates bad results Forward Air is an asset-light provider of transportation services. The stock has been under pressure since last year when the company announced its intention to acquire Omni Logistics. The deal raised objections from activist investors who argued that Forward Air was overpaying. The deal closed in January, and in early May, Forward Air announced a $0.64 per-share quarterly loss on revenue of $541.8 million. This was considerably worse than the $0.11 per-share loss on sales of ...

BRAZIL - 2022/07/28: In this photo illustration, the Forward Air Corporation logo is displayed on a ... [+] smartphone screen. (Photo Illustration by Rafael Henrique/SOPA Images/LightRocket via Getty Images) SOPA Images/LightRocket via Getty Images The stock price of Forward Air (NASDAQ: FWRD), an asset-light freight and logistics company with operations in the United States and Canada, trades at $15 per share, about 90% below its peak level of $125 seen in January 2022. FWRD stock was trading at $92 in ear ...

Part I: Financial Information [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) For the first quarter of 2024, Forward Air reported a significant increase in total assets to **$3.96 billion**, primarily due to the Omni acquisition, which added substantial goodwill and intangible assets. Operating revenue rose **51.5%** year-over-year to **$541.8 million**, driven by the inclusion of Omni's results. However, operating expenses surged **95.7%**, leading to a consolidated operating loss of **$65.7 million**, a stark contrast to the **$47.2 million** operating income in Q1 2023. The company posted a net loss of **$88.8 million**, or **$(2.81)** per share, compared to a net income of **$36.4 million**, or **$1.37** per share, in the prior-year period. The acquisition was financed through significant new debt, increasing long-term debt to **$1.66 billion** Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Total assets | $3,959,260 | $2,979,533 | | Goodwill | $1,379,180 | $278,706 | | Other acquired intangibles, net | $1,264,428 | $134,789 | | Long-term debt, less current portion | $1,664,107 | $0 | | Total shareholders' equity | $1,332,438 | $764,261 | Condensed Consolidated Statements of Operations Highlights (in thousands, except per share amounts) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Operating revenue | $541,813 | $357,709 | | (Loss) income from continuing operations | $(65,732) | $47,196 | | Net (loss) income attributable to Forward Air | $(61,712) | $36,368 | | Net (loss) income per diluted share | $(2.81) | $1.37 | Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(51,719) | $60,839 | | Net cash used in investing activities | $(1,569,452) | $(61,271) | | Net cash used in financing activities | $(158,726) | $(13,362) | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the significant impact of the Omni acquisition on January 25, 2024, which created a new 'Omni Logistics' reportable segment and substantially increased assets, liabilities, and equity. The acquisition involved **$100.5 million in cash**, plus common and preferred equity, and was financed by new debt totaling over **$1.8 billion**. Transaction costs of **$58.2 million** were incurred. The company also divested its Final Mile business in December 2023, which is now reported as a discontinued operation. A shareholder lawsuit related to the Omni acquisition is ongoing - The company now operates through **three reportable segments**: Expedited Freight, Intermodal, and the newly added Omni Logistics, following the acquisition of Omni Newco, LLC[24](index=24&type=chunk) - On January 25, 2024, the company completed the acquisition of Omni Newco, LLC for **$100.5 million in cash** plus significant equity consideration. The preliminary purchase price was valued at approximately **$2.31 billion**, including the extinguishment of Omni's debt[42](index=42&type=chunk)[51](index=51&type=chunk) - The company incurred **$58.2 million in transaction and integration costs** related to the Omni acquisition during Q1 2024, which were recorded in 'Other operating expenses'[54](index=54&type=chunk) - Goodwill increased from **$278.7 million** to **$1.38 billion** due to the Omni acquisition, with the new goodwill of **$1.1 billion** allocated to the Omni Logistics segment[58](index=58&type=chunk) - To finance the Omni acquisition, the company took on new debt, including **$725 million in 9.5% Senior Secured Notes due 2031** and a **$1.125 billion Senior Secured Term Loan Facility**. As of March 31, 2024, **total long-term debt was $1.68 billion**[77](index=77&type=chunk)[78](index=78&type=chunk)[81](index=81&type=chunk) - The company is facing a shareholder lawsuit challenging the determination not to subject the Omni Acquisition to a stockholder vote[118](index=118&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the **51.5%** revenue growth in Q1 2024 primarily to the Omni acquisition, which contributed **$224.8 million** in revenue. This was partially offset by a **36.2%** revenue decline in the Intermodal segment due to soft market conditions. The Expedited Freight segment saw a modest **1.4%** revenue increase. The consolidated operating loss of **$65.7 million** was driven by a **$28.6 million operating loss** from the new Omni segment and **$58.2 million in transaction and integration costs**. Interest expense surged to **$40.8 million** from **$2.4 million** YoY due to acquisition-related debt. The company's liquidity is now supported by a new credit facility, including a **$340 million** revolver, following the extinguishment of its prior facility - The company's business is susceptible to economic conditions, and the global economic and trade environments remain uncertain with soft demand and excess transportation capacity, which could lead to further rate declines in 2024[148](index=148&type=chunk)[151](index=151&type=chunk) - The Omni acquisition is the primary driver of financial changes in Q1 2024. For the period from January 25 to March 31, 2024, the Omni Logistics segment generated **$224.8 million** in revenue and an **operating loss of $28.6 million**[154](index=154&type=chunk)[155](index=155&type=chunk) Consolidated Results from Operations (in thousands) | Metric | Q1 2024 | Q1 2023 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Operating revenues | $541,813 | $357,709 | $184,104 | 51.5% | | Total operating expenses | $607,545 | $310,513 | $297,032 | 95.7% | | (Loss) income from continuing operations | $(65,732) | $47,196 | $(112,928) | (239.3)% | | Net (loss) income attributable to Forward Air | $(61,712) | $36,368 | $(98,080) | (269.7)% | - Other Operations reported a **$60.2 million operating loss**, primarily due to **$58.2 million in transaction and integration costs** for the Omni acquisition[188](index=188&type=chunk) - **Net cash used in operating activities was $51.7 million**, a significant shift from **$60.8 million provided by operations** in Q1 2023, mainly due to the net loss and changes in working capital[201](index=201&type=chunk) [Expedited Freight Segment Analysis](index=39&type=section&id=Expedited%20Freight%20Segment%20Analysis) The Expedited Freight segment's operating revenue grew by **1.4%** to **$273.3 million** in Q1 2024. This was driven by an **8.9%** increase in daily tonnage, reflecting higher demand and more dense freight, which offset a **6.1%** decline in revenue per hundredweight. However, operating income fell **34.3%** to **$19.5 million**, and the operating margin compressed to **7.1%** from **11.0%** YoY. The decline in profitability was due to higher operating expenses, including a **11.9%** rise in salaries and wages and a **15.5%** increase in insurance and claims Expedited Freight Financial Performance (in thousands) | Metric | Q1 2024 | Q1 2023 | % Change | | :--- | :--- | :--- | :--- | | Total operating revenues | $273,295 | $269,577 | 1.4% | | Income from operations | $19,498 | $29,685 | (34.3)% | Expedited Freight Operating Statistics | Metric | Q1 2024 | Q1 2023 | % Change | | :--- | :--- | :--- | :--- | | Pounds per day (thousands) | 10,703 | 9,829 | 8.9% | | Shipments per day (thousands) | 12.9 | 12.8 | 1.4% | | Revenue per hundredweight | $31.32 | $33.36 | (6.1)% | - The increase in tonnage was driven by a **7.4%** increase in weight per shipment and a **1.4%** increase in shipments per day, indicating higher demand and denser freight[167](index=167&type=chunk) [Intermodal Segment Analysis](index=43&type=section&id=Intermodal%20Segment%20Analysis) The Intermodal segment experienced a significant downturn in Q1 2024 due to challenging market conditions. Operating revenue fell **36.2%** to **$56.3 million**, driven by a **13.5%** decrease in drayage shipments and a **27.6%** drop in drayage revenue per shipment. Consequently, operating income plummeted **68.0%** to **$3.6 million**, with the operating margin contracting to **6.4%** from **12.7%** in the prior-year quarter. The company reduced several expense categories, including purchased transportation and operating leases, in response to lower volumes Intermodal Financial Performance (in thousands) | Metric | Q1 2024 | Q1 2023 | % Change | | :--- | :--- | :--- | :--- | | Operating revenues | $56,292 | $88,169 | (36.2)% | | Income from operations | $3,586 | $11,203 | (68.0)% | Intermodal Operating Statistics | Metric | Q1 2024 | Q1 2023 | % Change | | :--- | :--- | :--- | :--- | | Drayage shipments | 62,659 | 72,465 | (13.5)% | | Drayage revenue per shipment | $822 | $1,136 | (27.6)% | - The decrease in revenue was attributed to challenged market conditions leading to decreased customer demand, resulting in fewer shipments and lower revenue per shipment[179](index=179&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=50&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk has increased following the Omni acquisition. It is now exposed to interest rate risk from its new variable-rate debt; a hypothetical **150 basis point** increase in rates would raise quarterly interest expense by approximately **$4.0 million**. Additionally, the acquisition introduced foreign currency risk, with principal exposures to the Chinese Yuan, Euro, Mexican Peso, Singapore Dollar, and Taiwan Dollar, although most transactions remain denominated in U.S. dollars - The company is exposed to variable interest rate risk on its New Term Loans, which had an **outstanding balance of $1.045 billion** as of March 31, 2024. A **150 basis point** increase in borrowing rates would **increase quarterly interest expense by about $4.0 million**[212](index=212&type=chunk) - Through the Omni acquisition, the company is now exposed to foreign currency risk, primarily from the Chinese Yuan, Euro, Mexican Peso, Singapore Dollar, and Taiwan Dollar[213](index=213&type=chunk) [Controls and Procedures](index=50&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of March 31, 2024. The Omni acquisition represents a material change to the internal control over financial reporting. The company has begun integrating Omni's controls and, as permitted by SEC guidance, plans to exclude Omni's operations from the scope of its internal control assessment for the fiscal year 2024 - The CEO and CFO believe the company's disclosure controls and procedures are effective[215](index=215&type=chunk) - The Omni acquisition has materially affected internal controls. The company is integrating Omni's controls but will exclude the acquired operations from its 2024 internal control assessment, as permitted by the SEC[216](index=216&type=chunk) Part II: Other Information [Legal Proceedings](index=51&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in a shareholder lawsuit filed on September 26, 2023, challenging the company's decision not to hold a shareholder vote on the Omni acquisition. An amended class action complaint seeking damages was proposed on May 2, 2024. The company disagrees with the allegations and intends to defend itself. Other legal matters are considered incidental to business and are not expected to have a material adverse effect - Shareholders filed a complaint on September 26, 2023, alleging they had the right to vote on the Omni acquisition. On May 2, 2024, an amended class action complaint was proposed seeking damages[217](index=217&type=chunk) - The company disagrees with the allegations in the proposed amended complaint and will defend the matter[217](index=217&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=51&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase any of its equity securities during the three months ended March 31, 2024. This is a change from the same period in 2023, when it repurchased **474,000 shares** for **$50.5 million** - The company did not repurchase any of its equity securities during Q1 2024[219](index=219&type=chunk) - For comparison, during Q1 2023, the company repurchased **474,000 shares** of common stock for approximately **$50.5 million**[207](index=207&type=chunk) [Other Information](index=51&type=section&id=Item%205.%20Other%20Information) During the first quarter of 2024, no director or officer of the company adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No director or officer adopted or terminated a Rule 10b5-1 trading plan during the three months ended March 31, 2024[222](index=222&type=chunk) [Exhibits](index=52&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the 10-Q report, including the company's charter, bylaws, new employment and separation agreements, and officer certifications

The embattled trucking company has a tough road ahead.Shipping company Forward Air (FWRD -22.25%) reported a disappointing quarter, weighed down by market conditions and a controversial acquisition. Investors are taking the exit ramp, sending Forward shares down as much as 40% for the day and down 25% as of 2:15 p.m. ET.Tough conditions, even worse quarterForward is an asset-light provider of transportation services. In January, the company completed a deal for Omni Logistics over the objections of an activ ...

NEWS RELEASE FORWARD AIR CORPORATION REPORTS FIRST QUARTER 2024 RESULTS Industry veteran Shawn Stewart appointed as Chief Executive Of icer First quarter results impacted by elongated weak freight market and Omni Logistics deal closing Cost synergy realization in line with initial diligence estimates Preliminary April results providing early indication of improvement GREENEVILLE, Tenn.- (BUSINESS WIRE) - May 8, 2024 - Forward Air Corporation (NASDAQ:FWRD) (the "Company", "Forward", "we", "our", or "us") tod ...

The market expects Forward Air (FWRD) to deliver a year-over-year decline in earnings on higher revenues when it reports results for the quarter ended March 2024. This widely-known consensus outlook is important in assessing the company's earnings picture, but a powerful factor that might influence its near-term stock price is how the actual results compare to these estimates.The earnings report might help the stock move higher if these key numbers are better than expectations. On the other hand, if they mi ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 Commission file number: 000-22490 OR Securities registered pursuant to Section 12(b) of the Act: | Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | | --- | --- | --- | | Common Stock, $0.01 par value | FWRD | The Nasdaq Stock Market LLC | Securities registered p ...

Forward Air (FWRD) reported $338.43 million in revenue for the quarter ended December 2023, representing a year-over-year decline of 29.7%. EPS of $0.81 for the same period compares to $1.65 a year ago.The reported revenue represents a surprise of -15.20% over the Zacks Consensus Estimate of $399.07 million. With the consensus EPS estimate being $0.97, the EPS surprise was -16.49%.While investors scrutinize revenue and earnings changes year-over-year and how they compare with Wall Street expectations to det ...

Forward Air (FWRD) came out with quarterly earnings of $0.81 per share, missing the Zacks Consensus Estimate of $0.97 per share. This compares to earnings of $1.65 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of -16.49%. A quarter ago, it was expected that this contractor for the air cargo industry would post earnings of $1.10 per share when it actually produced earnings of $0.99, delivering a surprise of -10%.Over the last fo ...