Forward Air Corp. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Forward Air Corp. has filed its annual 10-K report for the fiscal year ended December 31, 2023, detailing its business operations and financial standing.</b>

AI Summary

FORWARD AIR CORP (FWRD) filed a Annual Report (10-K) with the SEC on March 15, 2024. Forward Air Corp. filed its 10-K report for the fiscal year ending December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal executive offices are located at 1915 Snapps Ferry Road, Greeneville, TN. Forward Air Corp. was formerly known as Landair Services Inc., with a name change on September 28, 1993. The SIC code for the company is 4731, Arrangement of Transportation of Freight & Cargo.

Why It Matters

For investors and stakeholders tracking FORWARD AIR CORP, this filing contains several important signals. This 10-K filing provides a comprehensive overview of Forward Air Corp.'s financial performance, operational activities, and strategic direction for the fiscal year 2023, which is crucial for investors to assess the company's health and future prospects. The detailed financial data and risk factors disclosed in this report are essential for stakeholders to understand the company's market position, potential challenges, and compliance with regulatory requirements.

Risk Assessment

Risk Level: medium — FORWARD AIR CORP shows moderate risk based on this filing. The filing is a standard 10-K, which is a routine annual report. However, the specific financial details and operational risks outlined within the full report, which are not fully detailed in this header, could present medium-level risks.

Analyst Insight

Review the full 10-K filing to analyze Forward Air Corp.'s detailed financial statements, management discussion, and risk factors for the fiscal year 2023 to make informed investment decisions.

Key Numbers

• 20231231 — Fiscal Year End (CONFORMED PERIOD OF REPORT)
• 20240315 — Filing Date (FILED AS OF DATE)
• 19930928 — Date of Name Change (DATE OF NAME CHANGE)
• 4731 — SIC Code (STANDARD INDUSTRIAL CLASSIFICATION)

Key Players & Entities

• FORWARD AIR CORP (company) — COMPANY CONFORMED NAME
• Landair Services Inc (company) — FORMER COMPANY
• 1915 SnapPS Ferry Road (company) — BUSINESS ADDRESS STREET 1
• Greeneville (company) — BUSINESS ADDRESS CITY
• TN (company) — BUSINESS ADDRESS STATE
• 4236367000 (company) — BUSINESS PHONE
• 000-22490 (company) — SEC FILE NUMBER
• 24755994 (company) — FILM NUMBER

FAQ

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K.
• 2024-03-15: Filing Date — Date the 10-K report was officially filed with the SEC.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This is the primary document filed by Forward Air Corp. to report its annual financial results and business operations.)

SIC Code

Standard Industrial Classification code used to identify industries and businesses. (Indicates Forward Air Corp.'s primary business activity in freight and cargo transportation.)

Key Financial Figures

• $0.01 — ange on Which Registered Common Stock, $0.01 par value FWRD The Nasdaq Stock Market

Filing Documents

• fwrd-20231231.htm (10-K) — 2584KB
• fwrdexhibit422023.htm (EX-4.2) — 31KB
• fwrdex2112023.htm (EX-21.1) — 13KB
• fwrdex2312023.htm (EX-23.1) — 6KB
• fwrdex3112023.htm (EX-31.1) — 10KB
• fwrdex3122023.htm (EX-31.2) — 10KB
• fwrdex3212023.htm (EX-32.1) — 6KB
• fwrdex3222023.htm (EX-32.2) — 5KB
• fwrd-20231231_g1.jpg (GRAPHIC) — 123KB
• 0001628280-24-011530.txt (&nbsp;) — 13943KB
• fwrd-20231231.xsd (EX-101.SCH) — 72KB
• fwrd-20231231_cal.xml (EX-101.CAL) — 148KB
• fwrd-20231231_def.xml (EX-101.DEF) — 441KB
• fwrd-20231231_lab.xml (EX-101.LAB) — 986KB
• fwrd-20231231_pre.xml (EX-101.PRE) — 768KB
• fwrd-20231231_htm.xml (XML) — 2477KB

Risk Factors

Item 1A. Risk Factors 19

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 40

Cybersecurity

Item 1C. Cybersecurity 41

Properties

Item 2. Properties 43

Legal Proceedings

Item 3. Legal Proceedings 43

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 44 Part II.

Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 44

[Reserved]

Item 6. [Reserved] 45

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 46

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 66

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 66

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 66

Controls and Procedures

Item 9A. Controls and Procedures 66

Other Information

Item 9B. Other Information 69

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 69 Part III.

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 69

Executive Compensation

Item 11. Executive Compensation 69

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 69

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 69

Principal Accounting Fees and Services

Item 14. Principal Accounting Fees and Services 69 Part IV.

Exhibits, Financial Statement Schedules

Item 15. Exhibits, Financial Statement Schedules 69 Exhibit Index 70

Signatures

Signatures 74 Index to Financial Statements F- 2 Financial Statement Schedule S- 1 2 Part I Cautionary Note Regarding Forward-Looking Statements This Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (this "Form 10-K") contains "forward-looking statements," as defined in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements are statements other than historical information or statements of current condition and relate to future events or our future financial performance. Some forward-looking statements may be identified by use of such terms as "believes," "anticipates," "intends," "plans," "estimates," "projects" or "expects." In this Form 10-K, forward-looking statements include, but are not limited to, any statements regarding any projections of earnings, revenues, payment of dividends, other financial items or related accounting treatment, or cost reduction measures; any statements regarding future performance; any statements regarding the availability of cash; any statements regarding the impact of the Ransomware Incident on our business, future operations and results; any statements of plans, strategies, and objectives of management for future operations; any statements regarding future insurance, claims and litigation and any associated estimates or projections operations, including our strategy to expand service offerings and terminal footprint; any statements regarding our commitment to accelerate expansion, both domestically and internationally; any statements regarding the impact of regulations, economic sanctions or legislation on our business; any statements regarding an increase in the cost of new equipment; any statements concerning proposed or intended, new services, developments or integration measures; any statements regarding our technology and information systems, includin

Business

Item 1. Business Overview Forward Air Corporation ("Forward", the "Company", "we", "our", or "us") is a leading asset-light freight and logistics company. We provide less-than-truckload ("LTL"), truckload and intermodal drayage services across the United States and in Canada and Mexico. We offer premium services that typically require precision execution, such as expedited transit, delivery during tight time windows and special handling. We utilize an asset-light strategy to minimize our investments in equipment and facilities and to reduce our capital expenditures. Forward Air was formed as a corporation under the laws of the State of Tennessee on October 23, 1981. Our common stock is listed on the Nasdaq Global Select Market under the symbol "FWRD". Discontinued Operations In December 2023, our Board of Directors approved a strategy to divest of the Final Mile business ("Final Mile"), and the sale of Final Mile was completed on December 20, 2023. Final Mile provided delivery and installation of heavy bulky appliances such as washing machines, dryers, dishwashers and refrigerators throughout the United States. As a result of the divestiture of the Final Mile business, the results of operations for Final Mile are presented as a discontinued operation in our Consolidated Statements of Comprehensive Income for all periods presented and all assets and liabilities were reflected as "Assets and liabilities held for sale" in our Consolidated Balance Sheets for the prior period. On April 23, 2020, we made a decision to divest of Pool and the sale was completed on February 12, 2021. As a result, the results of Pool were classified to "Loss from discontinued operation, net of tax" in our Consolidated Statements of Comprehensive Income for the year ended December 31, 2021. Certain corporate overhead and other costs previously allocated to Pool for segment reporting purposes did not qualify for classification within discontinued operation and were allocated to contin

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