Strong momentum in LTL volumes
Growth with LTL freight forwarders and
direct shippers
Continued weak demand for intermodal and
truckload brokerage services
Forward Air Corporation (NASDAQ:FWRD) (the “Company”, “we”,
“our”, or “us”) today reported financial results for the three and
nine months ended September 30, 2023 as presented in the tables
below.
Tom Schmitt, Chairman, President and CEO, commenting on third
quarter results said, “Precision execution of our revenue growth
strategies led to positive volume trends and improved freight
quality metrics. In the first weeks of the fourth quarter, we have
seen continued momentum with +6% pounds per day growth over the
same period in the prior year. In addition to the growth of our LTL
volumes, our third quarter of 2023 weight per shipment increased
+8% over the same period in the prior year. After a sluggish start
to the third quarter, our LTL line of business achieved an
operating ratio of approximately 85.5% for September 2023, a
sequential improvement of 80 basis points from June 2023.”
Mr. Schmitt continued, “We are growing with both our domestic
freight forwarder and direct shipper customers. Subsequent to the
announcement of our proposed acquisition of Omni Logistics on
August 10, our average daily volumes with domestic freight
forwarders increased by more than 14%. In addition, we grew our LTL
direct shipper customer count by more than 33% from third quarter
of 2022 to third quarter of 2023 to over 240 direct shipper
customers. We are winning market share with the direct shipper
customer who does not use a domestic freight forwarder. A key focus
area has been the expansion of our door-to-door solution. We built
a commercial team dedicated to working closely with customers on
selecting, pricing and handling freight, and we added new terminals
in 2023 that were strategically located in markets closer to
current and future customers. In the third quarter of 2023, our
door-to-door revenue increased 12% over the same period in the
prior year. We believe our service, being the best in the LTL
industry in damage-free, intact, on-time shipments, continues to
make us the most compelling choice for customers with high value
freight needs.”
In closing, Mr. Schmitt said, “Over the next few weeks, we are
excited to share the next phase of the Grow Forward revenue
strategy that includes a further enhanced LTL focus. Also, to
ensure corporate clarity, we are accelerating our strategic
portfolio review.”
Regarding the third quarter results, Rebecca J. Garbrick, CFO,
said, “Market demand continues to be challenged for our intermodal
and truckload brokerage services as both lines of business are
navigating an extended weak freight environment. Softer demand for
our intermodal and truckload brokerage services combined with a
decrease in the price of diesel over the same period in the prior
year resulted in a 19% decline in revenues on a consolidated basis,
and reported net income per diluted share of $0.36 and adjusted net
income per diluted share of $0.99.”
Ms. Garbrick continued, regarding fourth quarter of 2023
guidance, “We expect our year-over-year revenue to decline 7% to
17% and adjusted net income per diluted share in the range of $0.98
to $1.02, compared to reported net income per diluted share of
$1.60 and adjusted net income per diluted share of $1.65 in the
fourth quarter of 2022.”
Three Months Ended
(in thousands, except per
share data)
September 30, 2023
September 30, 2022
Change
Percent Change
Operating revenue
$
413,447
$
510,023
$
(96,576
)
(18.9
)%
Income from operations
$
15,493
$
71,665
$
(56,172
)
(78.4
)%
Operating margin
3.7
%
14.1
%
(1,040) bps
Net income
$
9,288
$
52,133
$
(42,845
)
(82.2
)%
Net income per diluted share
$
0.36
$
1.93
$
(1.57
)
(81.3
)%
Cash provided by operating activities
$
29,865
$
83,994
$
(54,129
)
(64.4
)%
Non-GAAP Financial Measures: 1
Adjusted income from operations
$
37,864
$
71,665
$
(33,801
)
(47.2
)%
Adjusted net income
$
25,462
$
52,133
$
(26,671
)
(51.2
)%
Adjusted net income per diluted share
$
0.99
$
1.93
$
(0.94
)
(48.9
)%
EBITDA
$
30,999
$
83,934
$
(52,935
)
(63.1
)%
Free cash flow
$
24,126
$
77,922
$
(53,796
)
(69.0
)%
1 Reconciliation of these non-GAAP
financial measures are provided below the financial tables.
Nine Months Ended
(in thousands, except per
share data)
September 30, 2023
September 30, 2022
Change
Percent Change
Operating revenue
$
1,242,695
$
1,492,203
$
(249,508
)
(16.7
)%
Income from operations
$
96,213
$
204,561
$
(108,348
)
(53.0
)%
Operating margin
7.7
%
13.7
%
(600) bps
Net income
$
65,607
$
150,249
$
(84,642
)
(56.3
)%
Net income per diluted share
$
2.50
$
5.53
$
(3.03
)
(54.8
)%
Cash provided by operating activities
$
159,431
$
196,814
$
(37,383
)
(19.0
)%
Non-GAAP Financial Measures: 1
Adjusted income from operations
$
124,084
$
204,267
$
(80,183
)
(39.3
)%
Adjusted net income
$
86,232
$
150,029
$
(63,797
)
(42.5
)%
Adjusted net income per diluted share
$
3.29
$
5.53
$
(2.24
)
(40.5
)%
EBITDA
$
139,867
$
239,555
$
(99,688
)
(41.6
)%
Free cash flow
$
139,288
$
172,836
$
(33,548
)
(19.4
)%
1 Reconciliation of these non-GAAP
financial measures are provided below the financial tables.
On October 24, 2023, our Board of Directors declared a quarterly
cash dividend of $0.24 per share of common stock. The dividend is
payable to shareholders of record at the close of business on
November 22, 2023 and is expected to be paid on December 7, 2023.
This quarterly dividend is made pursuant to a cash dividend policy
approved by the Board of Directors, which anticipates a total
annual dividend of $0.96 for the full year 2023, payable in
quarterly increments of $0.24 per share of common stock. The actual
declaration of future cash dividends, and the establishment of
record and payment dates, is subject to final determination by the
Board of Directors each quarter after its review of the Company’s
financial performance and position.
Review of Financial Results
Forward Air will hold a conference call to discuss third quarter
2023 results on Tuesday, October 31, 2023 at 9:00 a.m. EDT. The
Company’s conference call will be available online on the Investor
Relations portion of the Company’s website at www.forwardaircorp.com, or by dialing (844)
767-5679, Access Code: 7274129.
A replay of the conference call will be available on the
Investor Relations portion of the Company’s website at www.forwardaircorp.com, which we use as a primary
mechanism to communicate with our investors. Investors are urged to
monitor the Investor Relations portion of the Company’s website to
easily find or navigate to current and pertinent information about
us.
About Forward Air Corporation
Forward Air is a leading asset-light provider of transportation
services across the United States, Canada and Mexico. We provide
expedited less-than-truckload (“LTL”) services, including local
pick-up and delivery, shipment consolidation/deconsolidation,
warehousing, and customs brokerage by utilizing a comprehensive
national network of terminals. In addition, we offer final mile
services, including delivery of heavy-bulky freight, truckload
brokerage services, including dedicated fleet services; and
intermodal, first-and last-mile, high-value drayage services, both
to and from seaports and railheads, dedicated contract and
Container Freight Station warehouse and handling services. We are
more than a transportation company. Forward is a single resource
for your shipping needs. For more information, visit our website at
www.forwardaircorp.com.
Forward Air
Corporation
Condensed Consolidated
Statements of Comprehensive Income
(Unaudited, in thousands,
except per share data)
Three Months Ended
Nine Months Ended
September 30, 2023
September 30, 2022
September 30, 2023
September 30, 2022
Operating revenue:
Expedited Freight
$
351,346
$
395,635
$
1,028,276
$
1,181,083
Intermodal
62,183
114,421
214,603
311,272
Eliminations and other operations
(82
)
(33
)
(184
)
(152
)
Operating revenues
413,447
510,023
1,242,695
1,492,203
Operating expenses:
Purchased transportation
190,766
229,326
557,626
693,648
Salaries, wages and employee benefits
88,159
90,755
254,365
263,194
Operating leases
22,662
24,965
76,094
71,097
Depreciation and amortization
15,506
12,269
43,654
34,994
Insurance and claims
13,626
12,093
40,768
37,257
Fuel expense
5,917
6,772
16,975
20,951
Other operating expenses
61,318
62,178
157,000
166,501
Total operating expenses
397,954
438,358
1,146,482
1,287,642
Income (loss) from operations:
Expedited Freight
36,351
56,304
100,298
167,091
Intermodal
4,744
16,610
20,259
43,005
Other Operations
(25,602
)
(1,249
)
(24,344
)
(5,535
)
Income from operations
15,493
71,665
96,213
204,561
Other expense:
Interest expense, net
(2,655
)
(1,544
)
(7,595
)
(3,521
)
Total other expense
(2,655
)
(1,544
)
(7,595
)
(3,521
)
Income before income taxes
12,838
70,121
88,618
201,040
Income tax expense
3,550
17,988
23,011
50,791
Net income and comprehensive income
$
9,288
$
52,133
$
65,607
$
150,249
Net income per share:
Basic
$
0.36
$
1.94
$
2.51
$
5.56
Diluted
$
0.36
$
1.93
$
2.50
$
5.53
Dividends per share:
$
0.24
$
0.24
$
0.72
$
0.72
Expedited Freight Segment
Information
(In thousands)
(Unaudited)
Three Months Ended
September 30, 2023
Percent of Revenue
September 30, 2022
Percent of Revenue
Change
Percent Change
Operating revenue:
Network 1
$
216,977
61.8
%
$
240,482
60.8
%
$
(23,505
)
(9.8
)%
Truckload
38,800
11.0
55,607
14.1
(16,807
)
(30.2
)
Final Mile
72,471
20.6
76,822
19.4
(4,351
)
(5.7
)
Other
23,098
6.6
22,724
5.7
374
1.6
Total operating revenue
351,346
100.0
395,635
100.0
(44,289
)
(11.2
)
Operating expenses:
Purchased transportation
171,910
48.9
200,783
50.7
(28,873
)
(14.4
)
Salaries, wages and employee benefits
69,468
19.8
71,543
18.1
(2,075
)
(2.9
)
Operating leases
17,518
5.0
15,819
4.0
1,699
10.7
Depreciation and amortization
10,319
2.9
8,140
2.1
2,179
26.8
Insurance and claims
10,190
2.9
9,196
2.3
994
10.8
Fuel expense
3,026
0.9
2,873
0.7
153
5.3
Other operating expenses
32,564
9.3
30,977
7.8
1,587
5.1
Total operating expenses
314,995
89.7
339,331
85.8
(24,336
)
(7.2
)
Income from operations
$
36,351
10.3
%
$
56,304
14.2
%
$
(19,953
)
(35.4
)%
1Network revenue is comprised of all
revenue, including linehaul, pickup and/or delivery, and fuel
surcharge revenue, excluding accessorial, Truckload and Final Mile
revenue.
Expedited Freight Operating
Statistics
Three Months Ended
September 30, 2023
September 30, 2022
Percent Change
Business days
63
64
(1.6
)%
Tonnage 1,2
Total pounds
685,756
698,004
(1.8
)
Pounds per day
10,885
10,906
(0.2
)
Shipments 1,2
Total shipments
835
916
(8.8
)
Shipments per day
13.3
14.3
(7.0
)
Weight per shipment
821
762
7.7
Revenue per hundredweight 3
$
31.66
$
34.70
(8.8
)
Revenue per hundredweight, ex fuel 3
$
24.20
$
26.05
(7.1
)
Revenue per shipment 3
$
259.94
$
264.30
(1.6
)
Revenue per shipment, ex fuel 3
$
198.71
$
198.39
0.2
1 In thousands
2 Excludes accessorial, Truckload and
Final Mile products
3 Includes intercompany revenue between
the Network and Truckload revenue streams
Intermodal Segment
Information
(In thousands)
(Unaudited)
Three Months Ended
September 30, 2023
Percent of Revenue
September 30, 2022
Percent of Revenue
Change
Percent Change
Operating revenue
$
62,183
100.0
%
$
114,421
100.0
%
$
(52,238
)
(45.7
)%
Operating expenses:
Purchased transportation
18,945
30.5
28,610
25.0
(9,665
)
(33.8
)
Salaries, wages and employee benefits
16,118
25.9
17,945
15.7
(1,827
)
(10.2
)
Operating leases
5,144
8.3
9,146
8.0
(4,002
)
(43.8
)
Depreciation and amortization
5,187
8.3
4,129
3.6
1,058
25.6
Insurance and claims
2,758
4.4
2,241
2.0
517
23.1
Fuel expense
2,892
4.7
3,899
3.4
(1,007
)
(25.8
)
Other operating expenses
6,395
10.3
31,841
27.8
(25,446
)
(79.9
)
Total operating expenses
57,439
92.4
97,811
85.5
(40,372
)
(41.3
)
Income from operations
$
4,744
7.6
%
$
16,610
14.5
%
$
(11,866
)
(71.4
)%
Intermodal Operating
Statistics
Three Months Ended
September 30, 2023
September 30, 2022
Percent Change
Drayage shipments
68,576
89,236
(23.2
)%
Drayage revenue per shipment
$
823
$
1,203
(31.6
)%
Forward Air
Corporation
Condensed Consolidated Balance
Sheets
(In thousands)
(Unaudited)
September 30, 2023
December 31, 2022
Assets
Current assets:
Cash and cash equivalents
$
18,843
$
45,822
Accounts receivable, net
191,758
221,028
Other current assets
27,129
37,465
Total current assets
237,730
304,315
Property and equipment, net
258,248
249,080
Operating lease right-of-use assets
134,726
141,865
Goodwill
356,763
306,184
Other acquired intangibles, net
146,710
154,801
Other assets
56,404
51,831
Total assets
$
1,190,581
$
1,208,076
Liabilities and Shareholders’
Equity
Current liabilities:
Accounts payable
$
45,702
$
54,601
Accrued expenses
56,552
54,291
Other current liabilities
21,619
3,956
Current portion of debt and finance lease
obligations
15,053
9,444
Current portion of operating lease
liabilities
51,515
47,106
Total current liabilities
190,441
169,398
Finance lease obligations, less current
portion
23,387
15,844
Long-term debt, less current portion and
debt issuance costs
118,857
106,588
Operating lease liabilities, less current
portion
87,938
98,865
Other long-term liabilities
50,966
59,044
Deferred income taxes
53,292
51,093
Shareholders’ equity:
Preferred stock
—
—
Common stock
257
265
Additional paid-in capital
280,640
270,855
Retained earnings
384,803
436,124
Total shareholders’ equity
665,700
707,244
Total liabilities and shareholders’
equity
$
1,190,581
$
1,208,076
Forward Air
Corporation
Condensed Consolidated
Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended
September 30, 2023
September 30, 2022
Operating activities:
Net income from operations
$
9,288
$
52,133
Adjustments to reconcile net income of
operations to net cash provided by operating activities of
operations
Depreciation and amortization
15,506
12,269
Share-based compensation expense
3,043
2,676
Provision for revenue adjustments
2,782
4,368
Deferred income tax expense
17
—
Other
1,396
(966
)
Changes in operating assets and
liabilities, net of effects from the purchase of acquired
businesses:
Accounts receivable
(19,425
)
(6,421
)
Other receivables
—
1,004
Other current and noncurrent assets
(6,916
)
2,825
Accounts payable and accrued expenses
24,174
16,106
Net cash provided by operating
activities
29,865
83,994
Investing activities:
Proceeds from sale of property and
equipment
104
656
Purchases of property and equipment
(5,843
)
(6,728
)
Net cash used in investing activities
(5,739
)
(6,072
)
Financing activities:
Repayments of finance lease
obligations
(2,949
)
(1,626
)
Payments on credit facility
(375
)
(40,375
)
Payments of dividends to shareholders
(6,198
)
(6,467
)
Repurchases and retirement of common
stock
(14,019
)
(29,994
)
Payment of minimum tax withholdings on
share-based awards
(23
)
—
Net cash used in financing activities
(23,564
)
(78,462
)
Net increase (decrease) in cash and cash
equivalents
562
(540
)
Cash and cash equivalents at beginning of
period
18,281
47,386
Cash and cash equivalents at end of
period
$
18,843
$
46,846
Forward Air
Corporation
Condensed Consolidated
Statements of Cash Flows
(In thousands)
(Unaudited)
Nine Months Ended
September 30, 2023
September 30, 2022
Operating activities:
Net income from operations
$
65,607
$
150,249
Adjustments to reconcile net income of
operations to net cash provided by operating activities of
operations
Depreciation and amortization
43,654
34,994
Change in fair value of earn-out
liability
—
(294
)
Share-based compensation expense
9,352
8,743
Provision for revenue adjustments
8,311
7,302
Deferred income tax expense
2,199
1,962
Other
964
417
Changes in operating assets and
liabilities, net of effects from the purchase of acquired
businesses:
Accounts receivable
18,874
(43,172
)
Other receivables
—
8,097
Other current and noncurrent assets
4,207
6,743
Accounts payable and accrued expenses
6,263
21,773
Net cash provided by operating
activities
159,431
196,814
Investing activities:
Proceeds from sale of property and
equipment
3,275
1,423
Purchases of property and equipment
(23,418
)
(25,401
)
Purchase of a business, net of cash
acquired
(56,703
)
(40,433
)
Net cash used in investing activities
(76,846
)
(64,411
)
Financing activities:
Repayments of finance lease
obligations
(6,936
)
(4,209
)
Proceeds from credit facility
45,000
—
Payments on credit facility
(31,125
)
(48,625
)
Payment of earn-out liability
—
(91
)
Proceeds from issuance of common stock
upon stock option exercises
—
206
Payments of dividends to shareholders
(18,798
)
(19,461
)
Repurchases and retirement of common
stock
(93,811
)
(47,774
)
Proceeds from common stock issued under
employee stock purchase plan
421
374
Payment of minimum tax withholdings on
share-based awards
(4,315
)
(3,293
)
Net cash used in financing activities
(109,564
)
(122,873
)
Net (decrease) increase in cash and cash
equivalents
(26,979
)
9,530
Cash and cash equivalents at beginning of
period
45,822
37,316
Cash and cash equivalents at end of
period
$
18,843
$
46,846
Forward Air Corporation Reconciliation of Non-GAAP Financial
Measures
In this press release, the Company uses non-GAAP financial
measures that are derived on the basis of methodologies other than
in accordance with GAAP. The Company believes that meaningful
analysis of its financial performance requires an understanding of
the factors underlying that performance, including an understanding
of items that are non-operational. Management uses these non-GAAP
financial measures in making financial, operating, compensation and
planning decisions as well as evaluating the Company’s
performance.
For the three and nine months ended September 30, 2023 and 2022,
this press release contains the following non-GAAP financial
measures: earnings before interest, taxes, depreciation and
amortization (“EBITDA”), free cash flow, adjusted income from
operations, adjusted net income, and adjusted net income per
diluted share.
The Company believes that EBITDA improves comparability from
period to period by removing the impact of its capital structure
(interest and financing expenses), asset base (depreciation and
amortization) and tax impacts. The Company believes that free cash
flow is an important measure of its ability to repay maturing debt
or fund other uses of capital that it believes will enhance
shareholder value. The Company believes providing adjusted income
from operations, net income and net income per share allows
investors to compare Company performance consistently over various
periods without regard to the impact of unusual, nonrecurring or
nonoperational items.
Non-GAAP financial measures should be viewed in addition to, and
not as an alternative for, the Company’s financial results prepared
in accordance with GAAP. Non-GAAP financial information does not
represent a comprehensive basis of accounting. As required by the
Securities and Exchange Act of 1933 and the rules and regulations
promulgated thereunder, the Company has included, for the periods
indicated, a reconciliation of the non-GAAP financial measure to
the most directly comparable GAAP financial measure.
Due to the forward-looking nature of the fourth quarter 2023
guidance for adjusted net income per diluted share, the Company is
unable to reconcile this non-GAAP measure to the most directly
comparable GAAP measure because the comparable GAAP measure is not
reasonably accessible or reliable due to the inherent difficulty in
forecasting and quantifying measures that would be required for
such reconciliation.
The following is a reconciliation of net income to EBITDA for
the three and nine months ended September 30, 2023 and 2022 (in
thousands):
Three Months Ended
Nine Months Ended
September 30, 2023
September 30, 2022
September 30, 2023
September 30, 2022
Net income
$
9,288
$
52,133
$
65,607
$
150,249
Interest expense
2,655
1,544
7,595
3,521
Income tax expense
3,550
17,988
23,011
50,791
Depreciation and amortization
15,506
12,269
43,654
34,994
EBITDA
$
30,999
$
83,934
$
139,867
$
239,555
The following is a reconciliation of net cash provided by
operating activities to free cash flow for the three and nine
months ended September 30, 2023 and 2022 (in thousands):
Three Months Ended
Nine Months Ended
September 30, 2023
September 30, 2022
September 30, 2023
September 30, 2022
Net cash provided by operating
activities
$
29,865
$
83,994
$
159,431
$
196,814
Proceeds from sale of property and
equipment
104
656
3,275
1,423
Purchases of property and equipment
(5,843
)
(6,728
)
(23,418
)
(25,401
)
Free cash flow
$
24,126
$
77,922
$
139,288
$
172,836
The following is a reconciliation of reported income from
operations, net income, and net income per diluted share to
adjusted income from operations, net income, and net income per
diluted share for the three and nine months ended September 30,
2023 and 2022 (in thousands, except net income per diluted
share):
Three Months Ended September
30, 2023
Three Months Ended September
30, 2022
Income From Operations
Net Income1
Net Income Per Diluted
Share1
Income From Operations
Net Income
Net Income Per Diluted
Share
As Reported
$
15,493
$
9,288
$
0.36
$
71,665
$
52,133
$
1.93
Due diligence and transaction costs
22,371
16,174
0.63
—
—
—
As Adjusted
$
37,864
$
25,462
$
0.99
$
71,665
$
52,133
$
1.93
1 Net income and net income per diluted
share amounts are based on the after-tax effect of each item. The
income tax effect is calculated by applying the effective tax rate
to the pre-tax amount. The total tax effect of the above item is
$6,197.
Nine Months Ended September
30, 2023
Nine Months Ended September
30, 2022
Income From Operations
Net Income1
Net Income Per Diluted
Share1
Income From Operations
Net Income2
Net Income Per Diluted
Share2
As Reported
$
96,213
$
65,607
$
2.50
$
204,561
$
150,249
$
5.53
Due diligence and transaction costs
27,871
20,625
0.79
—
—
—
Change in the fair value of the earn-out
liability
—
—
—
(294
)
(220
)
(0.01
)
As Adjusted
$
124,084
$
86,232
$
3.29
$
204,267
$
150,029
$
5.53
1 Net income and net income per diluted
share amounts are based on the after-tax effect of each item. The
income tax effect is calculated by applying the effective tax rate
to the pre-tax amount. The total tax effect of the above item is
$7,246.
2 Net income and net income per diluted
share amounts are based on the after-tax effect of each item. The
income tax effect is calculated by applying the effective tax rate
to the pre-tax amount. The total tax effect of the above item is
($74).
The following is a reconciliation of reported net income per
diluted share to adjusted net income per diluted share for the
three months ended December 31, 2022:
Net Income Per Diluted
Share1
Continuing Operations
Three Months Ended December
31, 2022
As reported
$
1.60
Vehicle liability reserve
0.04
Due diligence and integration costs
0.01
As adjusted
$
1.65
1 Net income per diluted share is after
tax
The following information is provided to supplement this press
release.
Actual
Three Months Ended September
30, 2023
Net income
$
9,288
Income allocated to participating
securities
(57
)
Numerator for diluted net income per share
- net income
$
9,231
Weighted-average common shares and common
share equivalent outstanding - diluted
25,771
Diluted net income per share
$
0.36
Projected
Full year 2023
Projected tax rate
26.7
%
Projected purchases of property and
equipment, net of proceeds from sale of property and equipment
$
32,000
Projected
December 31, 2023
Projected weighted-average common shares
and common share equivalent outstanding - diluted
26,000
Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as: “anticipate,”
“intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,”
“expect,” “strategy,” “future,” “likely,” “may,” “should,” “will”
and similar references to future periods. Forward-looking
statements included in this press release relate to expectations
regarding the Company’s ability to grow its existing customer base,
expectations of market share growth, expectations regarding the
impact of the Company’s revenue growth strategies and its ongoing
portfolio review, expectations regarding customer demand for the
Company’s services as well as the performance of the Company’s LTL
services, expectations regarding the Company's fourth quarter 2023
guidance, including with respect to revenue and net income per
diluted share, the future declaration of dividends and, the
quarterly and full year 2023 anticipated dividends per share,
expectations regarding future debt and financing levels and
expectations regarding the transactions involving Omni Logistics,
including whether or not such transactions are consummated and, if
consummated, whether such transactions meet expectations regarding
timing, completion and the outcome thereof.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
our current beliefs, expectations and assumptions regarding the
future of our business, future plans and strategies, projections,
anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of our control. Our actual results and financial
condition may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on any
of these forward-looking statements. The following is a list of
factors, among others, that could cause actual results to differ
materially from those contemplated by the forward-looking
statements: economic factors such as recessions, inflation, higher
interest rates and downturns in customer business cycles, the
outcome and related impact of the proposed acquisition of Omni
Logistics, continued weakening of the freight environment, future
debt and financing levels, the outcome of the transactions
involving Omni Logistics, including any legal proceedings related
to such transactions, our ability to manage our growth and ability
to grow, in part, through acquisitions, (including the acquisition
involving Omni Logistics) while being able to successfully
integrate such acquisitions, our ability to secure terminal
facilities in desirable locations at reasonable rates, more limited
liquidity than expected which limits our ability to make key
investments, the creditworthiness of our customers and their
ability to pay for services rendered, our inability to maintain our
historical growth rate because of a decreased volume of freight or
decreased average revenue per pound of freight moving through our
network, the availability and compensation of qualified Leased
Capacity Providers and freight handlers as well as contracted,
third-party carriers needed to serve our customers’ transportation
needs, our inability to manage our information systems and
inability of our information systems to handle an increased volume
of freight moving through our network, the occurrence of
cybersecurity risks and events, market acceptance of our service
offerings, claims for property damage, personal injuries or
workers’ compensation, enforcement of and changes in governmental
regulations, environmental, tax, insurance and accounting matters,
the handling of hazardous materials, changes in fuel prices, loss
of a major customer, increasing competition, and pricing pressure,
our dependence on our senior management team and the potential
effects of changes in employee status, seasonal trends, the
occurrence of certain weather events, restrictions in our charter
and bylaws and the risks described in our Annual Report on Form
10-K for the year ended December 31, 2022, and as may be identified
in our subsequent Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K.
We caution readers that any Forward-looking statement made by us
in this press release is based only on information currently
available to us and they should not place undue reliance on these
forward-looking statements, which reflect management's opinion as
of the date on which it is made. We undertake no obligation to
publicly update any forward- looking statement, whether written or
oral, that may be made from time to time, whether as a result of
new information, future developments or otherwise unless required
by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20231030204752/en/
Forward Air Corporation Brandon Hammer, 423-636-7173
bhammer@forwardair.com
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