Business Context and Reporting Period
Forward Air Corporation (FWRD) filed a Current Report on Form 8-K dated March 24, 2025, reporting a change in its independent registered public accounting firm. The company is incorporated in Tennessee and trades on the NASDAQ.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The report focuses exclusively on the transition of the external auditor.
Material Changes
- Dismissal of Auditor: Ernst & Young LLP (EY) was dismissed as the independent registered public accounting firm on March 24, 2025, by the Audit Committee.
- Appointment of Auditor: KPMG LLP was engaged as the new independent registered public accounting firm on March 27, 2025.
- Reportable Events: The filing discloses a material weakness in internal controls over financial reporting as of December 31, 2024. This weakness relates to the accounting for the Omni Newco LLC business combination, specifically concerning initial purchase accounting, related income taxes, and impairment accounting.
- No Disagreements: The company reported no disagreements with EY regarding accounting principles, financial statement disclosures, or auditing scope during the fiscal years ended December 31, 2024, and 2023.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future operations, or specific risk factors beyond the disclosed material weakness in internal controls. The audit reports issued by EY for the years ended December 31, 2024, and 2023, did not contain adverse opinions, disclaimers, or qualifications.
Investor Verification Checklist
- Verify the status of the remediation plan for the material weakness in internal controls related to the Omni Newco LLC business combination.
- Confirm the timeline for KPMG's initial audit procedures and any potential impact on future financial reporting schedules.
- Review the letter from EY (Exhibit 16.1) to ensure there are no undisclosed disagreements or reportable events.
- Monitor subsequent filings for any restatements of prior financial periods resulting from the identified accounting issues.