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 ...

GREENEVILLE, Tenn.--(BUSINESS WIRE)--Forward Air Corporation (NASDAQ:FWRD) (the “Company”, “we”, “our”, or “us”) today reported financial results for the three and twelve months ended December 31, 2023 as presented in the tables below on a continuing operations basis (Final Mile is being reported as a discontinued operation). Michael Hance, Interim Chief Executive Officer said, “Execution of our revenue growth strategies in the fourth quarter led to positive volume trends and improved freight quality metri ...

NEWS RELEASE FORWARD AIR CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS Less-than-Truckload Volume Trending Positive Executing Comprehensive Ef orts to Integrate Omni Logistics Continued Strong Commitment to Delivering Exceptional Service to Customers GREENEVILLE, Tenn.- (BUSINESS WIRE) - February 28, 2024 - Forward Air Corporation (NASDAQ:FWRD) (the "Company", "we", "our", or "us") today reported financial results for the three and twelve months ended December 31, 2023 as presented in the ta ...

[Part I: Financial Information](index=4&type=section&id=Part%20I%3A%20Financial%20Information) [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The unaudited financial statements for Q3 and nine months ended September 30, 2023, reflect a significant year-over-year decline in revenue, net income, and operating cash flow, despite stable total assets and ongoing acquisition activities [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $18,843 | $45,822 | | Total current assets | $237,730 | $304,315 | | Goodwill | $356,763 | $306,184 | | **Total assets** | **$1,190,581** | **$1,208,076** | | **Liabilities & Equity** | | | | Total current liabilities | $190,441 | $169,398 | | Long-term debt, less current portion | $118,857 | $106,588 | | **Total shareholders' equity** | **$665,700** | **$707,244** | | **Total liabilities and shareholders' equity** | **$1,190,581** | **$1,208,076** | [Condensed Consolidated Statements of Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Q3 2023 vs Q3 2022 Performance (in thousands, except per share) | Metric | Q3 2023 | Q3 2022 | | :--- | :--- | :--- | | Operating revenues | $413,447 | $510,023 | | Income from operations | $15,493 | $71,665 | | Net income | $9,288 | $52,133 | | Diluted EPS | $0.36 | $1.93 | Nine Months 2023 vs 2022 Performance (in thousands, except per share) | Metric | Nine Months 2023 | Nine Months 2022 | | :--- | :--- | :--- | | Operating revenues | $1,242,695 | $1,492,203 | | Income from operations | $96,213 | $204,561 | | Net income | $65,607 | $150,249 | | Diluted EPS | $2.50 | $5.53 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Nine Months Ended Cash Flow Summary (in thousands) | Cash Flow Activity | Sep 30, 2023 | Sep 30, 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $159,431 | $196,814 | | Net cash used in investing activities | ($76,846) | ($64,411) | | Net cash used in financing activities | ($109,564) | ($122,873) | | **Net (decrease) increase in cash** | **($26,979)** | **$9,530** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) - The company operates two reportable segments: Expedited Freight (providing LTL, truckload, and final mile services) and Intermodal (providing first- and last-mile drayage services)[28](index=28&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk) - In January 2023, the company acquired Land Air Express, Inc. for **$56.6 million** to expand its national terminal footprint, recording **$50.4 million** in goodwill for the Expedited Freight segment[36](index=36&type=chunk)[59](index=59&type=chunk) - On August 10, 2023, the company entered into a merger agreement to acquire Omni Newco LLC for **$150 million** in cash plus significant common and convertible preferred equity, involving complex financing arrangements and a Tax Receivable Agreement[37](index=37&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk) - The company incurred **$22.4 million** in due diligence and transaction costs in Q3 2023 related to the Omni acquisition, recorded in 'Other operating expenses'[55](index=55&type=chunk) - The company is involved in significant legal proceedings related to the Omni merger, including a shareholder complaint questioning the need for a shareholder vote and a complaint from Omni seeking to compel the closing of the transaction[102](index=102&type=chunk)[104](index=104&type=chunk) - The company paid a quarterly cash dividend of **$0.24 per share** and repurchased **883,000 shares** for **$93.8 million** during the first nine months of 2023[98](index=98&type=chunk)[100](index=100&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the significant decline in Q3 and nine-month revenue and profitability to a challenging freight environment, lower segment volumes, pricing pressure, and substantial Omni acquisition transaction costs [Results from Operations - Three Months Ended](index=33&type=section&id=Results%20from%20Operations%20-%20Three%20Months%20Ended) Consolidated Results - Q3 2023 vs Q3 2022 (in thousands) | Metric | Q3 2023 | Q3 2022 | % Change | | :--- | :--- | :--- | :--- | | Operating revenues | $413,447 | $510,023 | (18.9)% | | Income from operations | $15,493 | $71,665 | (78.4)% | | Net income | $9,288 | $52,133 | (82.2)% | - The decline in Q3 revenue was driven by a **$44.3 million** decrease in the Expedited Freight segment and a **$52.2 million** decrease in the Intermodal segment[144](index=144&type=chunk) - The 'Other Operations' category reported a significant operating loss of **$25.6 million** in Q3 2023, compared to a **$1.2 million** loss in Q3 2022, primarily due to **$22.4 million** in transaction costs for the Omni acquisition[143](index=143&type=chunk)[176](index=176&type=chunk) [Segment Analysis - Three Months Ended](index=35&type=section&id=Segment%20Analysis%20-%20Three%20Months%20Ended) - **Expedited Freight:** Q3 revenue fell **11.2%** to **$351.3 million**, and operating income dropped **35.4%** to **$36.4 million**, caused by a **1.8%** decrease in tonnage and an **8.8%** decrease in revenue per hundredweight, reflecting softer demand[150](index=150&type=chunk)[152](index=152&type=chunk)[154](index=154&type=chunk) - **Intermodal:** Q3 revenue plummeted **45.7%** to **$62.2 million**, with operating income falling **71.4%** to **$4.7 million**, driven by a **23.2%** decrease in drayage shipments and a **31.6%** drop in drayage revenue per shipment due to weak market demand[164](index=164&type=chunk)[165](index=165&type=chunk)[167](index=167&type=chunk) [Results from Operations - Nine Months Ended](index=42&type=section&id=Results%20from%20Operations%20-%20Nine%20Months%20Ended) Consolidated Results - Nine Months 2023 vs 2022 (in thousands) | Metric | Nine Months 2023 | Nine Months 2022 | % Change | | :--- | :--- | :--- | :--- | | Operating revenues | $1,242,695 | $1,492,203 | (16.7)% | | Income from operations | $96,213 | $204,561 | (53.0)% | | Net income | $65,607 | $150,249 | (56.3)% | - The 'Other Operations' category reported a **$24.3 million** operating loss for the nine-month period, up from a **$5.5 million** loss in the prior year, primarily due to **$27.9 million** in Omni acquisition-related costs[213](index=213&type=chunk) [Liquidity and Capital Resources](index=51&type=section&id=Liquidity%20and%20Capital%20Resources) - Net cash from operating activities decreased to **$159.4 million** for the nine months of 2023 from **$196.8 million** in the prior year, primarily due to lower net income[219](index=219&type=chunk) - Investing activities used **$76.8 million**, including **$56.7 million** for the acquisition of Land Air Express and **$23.4 million** in capital expenditures[220](index=220&type=chunk) - Financing activities used **$109.6 million**, which included **$93.8 million** for common stock repurchases and **$18.8 million** for dividend payments[221](index=221&type=chunk)[222](index=222&type=chunk) - In connection with the Omni merger, the company commenced a private offering of **$725 million** in **9.50%** senior secured notes due 2031, which closed on October 2, 2023[217](index=217&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=53&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states that there were no material changes in its exposures to market risk during the third quarter of 2023 compared to the disclosures in its 2022 Annual Report on Form 10-K - There were no material changes in the company's exposures to market risk as of the third quarter of 2023[227](index=227&type=chunk) [Controls and Procedures](index=53&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded the company's disclosure controls and procedures were effective, with no material changes to internal control over financial reporting identified during the quarter - The CEO and CFO believe the company's disclosure controls and procedures are effective[228](index=228&type=chunk) - No material changes to internal control over financial reporting were identified during the third quarter of 2023[229](index=229&type=chunk) [Part II: Other Information](index=54&type=section&id=Part%20II%3A%20Other%20Information) [Legal Proceedings](index=55&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in significant legal disputes regarding the Omni merger, including a shareholder complaint seeking a vote and Omni's complaint alleging breach of agreement and seeking to compel closing - A shareholder complaint was filed seeking to enjoin the Omni merger until a shareholder vote is held, with a temporary restraining order initially issued but later dissolved[231](index=231&type=chunk) - On October 31, 2023, Omni filed a complaint against Forward Air, alleging a breach of the merger agreement and seeking to compel the company to close the transaction[232](index=232&type=chunk) - Forward Air believes Omni has not complied with certain obligations under the merger agreement, and as a result, the company is not obligated to close the transaction and intends to vigorously defend its rights[232](index=232&type=chunk) [Risk Factors](index=55&type=section&id=Item%201A.%20Risk%20Factors) New risk factors primarily relate to the pending Omni merger, encompassing potential litigation costs, integration challenges, failure to realize benefits, expanded international operational risks, and substantial Tax Receivable Agreement payment obligations - Ongoing legal disputes with Omni regarding the merger could incur substantial costs, divert management's attention, and adversely affect business and financial results[236](index=236&type=chunk) - There is a risk of failing to realize the projected benefits and cost savings of the Omni combination due to integration challenges, potential loss of key employees or customers, and unforeseen liabilities[238](index=238&type=chunk)[239](index=239&type=chunk) - The combined company's expanded international operations will expose it to increased risks, including foreign currency fluctuations, political instability, and complex compliance with foreign laws and trade regulations[244](index=244&type=chunk)[255](index=255&type=chunk) - The merger may not be completed due to failure to satisfy closing conditions, and the pending transaction creates business uncertainty that could adversely affect relationships with customers and suppliers[259](index=259&type=chunk)[265](index=265&type=chunk) - The company will be required to make potentially substantial payments to Omni holders under a Tax Receivable Agreement for certain tax savings it may realize post-merger[277](index=277&type=chunk)[278](index=278&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=65&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q3 2023, the company repurchased **124,026** common shares at an average price of **$113.05**, with approximately **1.35 million** shares remaining authorized under the 2019 Repurchase Plan Issuer Purchases of Equity Securities (Q3 2023) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | July 2023 | 86,609 | $112.18 | | August 2023 | 37,417 | $115.07 | | September 2023 | 0 | N/A | | **Total** | **124,026** | **$113.05** | - As of September 30, 2023, **1,349,041** shares may yet be purchased under the 2019 Repurchase Plan[280](index=280&type=chunk) [Other Information](index=65&type=section&id=Item%205.%20Other%20Information) During the third quarter of 2023, 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 September 30, 2023[283](index=283&type=chunk) [Exhibits](index=66&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Agreement and Plan of Merger with Omni, the company's charter and bylaws, and certifications from the Principal Executive Officer and Principal Financial Officer