Company Overview - Forward Air (FWRD) shares increased by 6.2% to $40.16, with a higher-than-average trading volume, compared to a 3.8% gain over the past four weeks [1] - The rise in share price is attributed to reports that Forward Air has engaged two prominent investment bankers to explore the sale of the company, following pressure from shareholders like Alta Fox [1] Financial Performance - Forward Air is expected to report a quarterly loss of $0.05 per share, reflecting a year-over-year decline of 105.1%, while revenues are projected to be $656.07 million, an increase of 58.7% from the previous year [2] - The consensus EPS estimate for Forward Air has remained unchanged over the last 30 days, indicating that stock price movements may not sustain without trends in earnings estimate revisions [2] Industry Context - Forward Air operates within the Zacks Transportation - Truck industry, where another company, Werner Enterprises (WERN), saw a 1.5% decline in its stock price, closing at $37.44, with a return of 1.3% over the past month [2] - Werner's consensus EPS estimate has decreased by 11.3% over the past month to $0.22, representing a year-over-year change of -47.6% [3]

Core Viewpoint - An activist investor, Alta Fox, is advocating for the outright sale of Forward Air, which has led to a significant increase in the company's stock price by over 6% amid broader market declines [1][2]. Group 1: Activist Investor's Influence - Alta Fox holds a small 3% stake in Forward Air and has called for a change in ownership, specifically urging for a sale of the business [2]. - The activist investor criticized Forward Air's management for ignoring shareholder interests and emphasized the need for a formal sales process to maximize shareholder value [3]. - Alta Fox claims that other investors owning approximately 25% of Forward Air support exploring strategic alternatives, which often indicates a potential sale [3]. Group 2: Company Response - Forward Air responded to the activist's letter with a neutral statement, indicating that the refreshed Board and management are analyzing the business strategy to enhance shareholder value [5]. - The company has faced scrutiny regarding its recent acquisition of Omni Logistics, which has reportedly strained its finances [4].

Group 1: Ancora's Activism and Investment Strategy - Ancora is a family wealth investment advisory firm with $9.5 billion in assets under management, focusing on activist efforts in niche areas like banks and closed-end funds [1] - The firm has shifted its tactics from primarily targeting micro-cap companies to taking sub-5% stakes in larger companies in recent years [1][3] - Ancora's previous campaign at Forward Air resulted in a 58.63% return on investment, significantly outperforming the Russell 2000 [3] Group 2: Forward Air's Business and Recent Developments - Forward Air is an asset-light transportation company, with 80% of its profits generated from its core Expedited LTL business in 2023 [2] - The company announced an acquisition of Omni Logistics at a high multiple, which led to a decline in its stock price [4] - Ancora opposed the Omni deal, viewing it as a means for management entrenchment and excessive compensation [4] Group 3: Current Situation and Future Outlook - By late 2023, Forward Air's stock price had dropped significantly, with Ancora re-establishing itself as a top shareholder [4] - Ancora is advocating for the sale of Forward Air, citing the need for operational restructuring and a reduction of its over-levered balance sheet [5][6] - The involvement of private equity firm Clearlake Capital, which holds a 13.8% stake, suggests potential strategic alternatives for Forward Air [6][7]

Financial Data and Key Metrics Changes - The company reported Q2 2024 revenue of $644 million, a 93% increase or $310 million compared to the same quarter last year, primarily driven by the Omni transaction [16][18] - Consolidated EBITDA for Q2 2024 was $81 million, representing a $26 million increase from Q1 2024 [19] - The company incurred a noncash impairment charge of $1.1 billion related to the Omni reporting unit, which negatively impacted the quarter [18] Business Line Data and Key Metrics Changes - Revenue from the Expedited segment increased by $22 million or 8% to $291 million compared to the previous year, driven by increases in shipments and revenue per shipment [16][17] - Revenue from the Intermodal segment decreased by $5 million or 8% to $59 million, primarily due to a 4.8% decrease in shipments [17] - Omni's revenue contribution was $311 million, as it was not included in the previous year's comparable quarter [17] Market Data and Key Metrics Changes - The company is experiencing a normalization in the freight market, impacting the Intermodal segment negatively [17] - The integration of the two companies is progressing as planned, with expected annualized savings of approximately $75 million by the end of Q1 2025 [22] Company Strategy and Development Direction - The company is transitioning from two separate entities to a unified global logistics enterprise, focusing on operational efficiency and customer service [5][10] - The integration is expected to improve operating leverage and reduce operating expenses, real estate footprint, and employee headcount [7][11] - The company aims to enhance its service offerings through synergy selling across its combined capabilities in air, ocean, ground, and contract logistics [9][56] Management's Comments on Operating Environment and Future Outlook - Management acknowledged challenges in the external macro environment but expressed confidence in achieving consolidated EBITDA guidance of $310 million to $325 million for 2024 [27] - The management team emphasized the importance of customer service and maintaining relationships during the integration process [8][54] - There is a focus on improving cash flow and reducing cash consumption as the company moves towards becoming cash flow positive [25][34] Other Important Information - The company ended the quarter with total cash of $105 million and liquidity of $445 million, indicating a strong position to support operations [21][37] - The company is committed to deleveraging and has initiated a full portfolio review to focus on core operations [23] Q&A Session Summary Question: Has there been significant attrition in the sales force post-acquisition? - Management reported no significant attrition and noted an invigorated sales team with an increasing pipeline [28] Question: Can you provide guidance on revenue and operating ratio assumptions for 2024? - Management refrained from providing detailed guidance beyond what was previously shared, citing ongoing volatility [29][30] Question: What are the assumptions for achieving cash flow positivity in the second half of the year? - The primary assumptions include reducing one-time integration costs and improving operational performance, particularly in the Expedited segment [33][34] Question: What keeps management up at night regarding the integration and performance? - Concerns include balancing the integration process while maintaining customer service and focusing on vital operational improvements [39] Question: Can you clarify the difference between adjusted operating income loss and adjusted EBITDA? - Management explained that transaction costs and severance are included in the operating income loss, while EBITDA adjustments allow for certain add-backs [41][42] Question: What is the outlook for July tonnage revenue trends? - Management declined to provide intra-quarter guidance, focusing instead on the integration process [49] Question: How does the company plan to reshape its portfolio for cross-selling opportunities? - The strategy involves leveraging combined services to enhance customer offerings and improve service stickiness [55][56]

| --- | --- | |--------------------------------------------------------------------------------------------------------------------------------------------------|-------| | | | | | | | | | | Forward Air 2Q24 Earnings Presentation | | | August 7, 2024 | | | . and and on the manager of the see and the see and the see and the see and the see and the see and the see and the see and the see and the sear | | Forward Looking Statements 2 This presentation contains "forward-looking statements" within the meaning of ...

The company is showing positive signs after a difficult period. It has been a tough year for Forward Air (FWRD 18.99%) investors, but the company's latest results provide some evidence that the company is finally moving in the right direction. Investors are taking notice, sending Forward shares up 20% as of noon ET. Pulling out of a ditch Forward Air has been driving through potholes over the last year. The transportation company has been on the defensive since last year, when it announced its intention to ...

As filed with the Securities and Exchange Commission on July 8, 2024 Registration No. 333-280102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) Tennessee 4731 62-1120025 (I.R.S. Employer Identification Number) 1915 Snapps Ferry Road, Building N Greeneville, Tennessee 37745 (Address, including zip code, and telephone number ...

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 ...

As filed with the Securities and Exchange Commission on June 10, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________ FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Tennessee 4731 62-1120025 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) ...

Core Viewpoint - Forward Air has faced significant challenges following a disappointing quarterly performance and a controversial acquisition of Omni Logistics, leading to a substantial decline in its stock value [1][2][5]. Financial Performance - In early May, Forward Air reported a quarterly loss of $0.64 per share on revenue of $541.8 million, which was worse than the anticipated loss of $0.11 per share on sales of $604 million [3]. - The company's shares fell 23.7% in May, contributing to an overall decline of more than 80% in value since the previous summer [1][5]. Acquisition Impact - The acquisition of Omni Logistics has been criticized by activist investors for being overpriced, and it has negatively impacted Forward Air's performance due to increased exposure to sluggish international freight markets [2][4]. - The integration of Omni is seen as a critical challenge for the new CEO, Shawn Stewart, who took over in late April [5]. Market Dynamics - The transportation sector is experiencing pressure as customers reduce inventories amid economic concerns, exacerbating Forward Air's difficulties due to its international exposure [4]. - Reports in late May indicated that activist investor Irenic Capital Management has acquired a stake in Forward Air and is advocating for a strategic review, which may introduce uncertainty regarding the company's direction [6]. Future Outlook - There are both macroeconomic and company-specific challenges, but there is potential for recovery if the company can effectively navigate its current issues [7]. - For investors willing to accept volatility, this may present an opportunity to consider Forward Air shares [7].