SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 20, 2019
FORWARD AIR CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
1915 Snapps Ferry Road, Building N
(Address of principal executive offices)
Registrant's telephone number, including area code: (423) 636-7000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, $0.01 par value
The Nasdaq Stock Market LLC
Forward Air Corporation is filing this Amendment No. 1 (the “Form 8-K/A”) to its Current Report on Form 8-K (the “Form 8-K”), filed with the U.S. Securities and Exchange Commission on June 20, 2019, solely to correct the first sentence of its disclosure relating to its second quarter EPS range. The corrected disclosure is provided below. Except for this correction, this Form 8-K/A does not modify or update disclosures in the original Form 8-K.
SECTION 7. REGULATION FD
Item 7.01. Regulation FD Disclosure.
Forward Air Corporation (the “Company”) anticipates 2019 second quarter EPS to be approximately 15% below its previous EPS guidance range as a result of a $5.0 million reserve recorded in June 2019 for pending vehicular claims. The claims underlying this reserve are still developing and may further impact the Company’s results. As previously disclosed, the Company is responsible for the first $7.5 million per claim until it meets the $6.0 million aggregate deductible for claims between $3.0 million and $5.0 million and the $2.5 million aggregate deductible for claims between $5.0 million and $10.0 million.
The information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FORWARD AIR CORPORATION
Date: June 20, 2019
/s/ Michael J. Morris
Michael J. Morris
Chief Financial Officer and Treasurer